Sandra Buffa
About Sandra Buffa
Sandra Buffa (age 72) is an independent director of Natural Grocers by Vitamin Cottage, Inc. and has served on the Board since August 2023; she previously served as the Company’s Chief Financial Officer from 2008 to 2017, and is designated an audit committee financial expert under SEC rules . Her background includes senior finance and operating leadership roles at QCE, LLC (Quiznos), Mrs. Fields’ Original Cookies, Inc., and Crabtree & Evelyn, Ltd., following an earlier career at PricewaterhouseCoopers as a senior audit manager . She is a Class II director with a term expiring at the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natural Grocers by Vitamin Cottage, Inc. | Chief Financial Officer | 2008–2017 | Led corporate finance and public company reporting |
| QCE, LLC (Quiznos) | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Mrs. Fields’ Original Cookies, Inc. | SVP, Chief Financial Officer & Treasurer | Not disclosed | Corporate finance leadership |
| Crabtree & Evelyn, Ltd. | President & Chief Operating Officer | Not disclosed | Operations and leadership |
| PricewaterhouseCoopers | Senior Audit Manager | Not disclosed | External audit and accounting expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
| No current public company directorships or external board roles are disclosed for Ms. Buffa . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Ms. Buffa is independent under NYSE/SEC rules . |
| Board class/term | Class II; term expires at 2026 Annual Meeting . |
| Board meetings (FY2024) | Board met 5 times; each director attended at least 75% of meetings; 4 executive sessions of non-management directors . |
| Audit Committee | Member; committee met 5 times in FY2024; 4 executive sessions; Rooney (Chair); Buffa and Rooney designated “audit committee financial experts” . |
| Compensation Committee | Member (appointed following Hallé’s Oct 2024 resignation); committee met 4 times in FY2024; 1 executive session; Heather Isely (Chair) . |
| Controlled company status | NGVC avails itself of NYSE “controlled company” exemptions; Board lacks a majority of independent directors; compensation committee not fully independent; audit committee is fully independent per SEC/NYSE requirements . |
| Presiding/lead independent director | No lead independent director; David Rooney presides at executive sessions . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $8,333 (pro rata base retainer and audit member retainer following Aug 2, 2023 election) | $45,000 (base $40,000 + $5,000 audit member retainer) |
| Option Awards ($) | — | — |
| Total ($) | $43,333 | $105,000 |
Cash components (FY2024):
- Base annual retainer: $40,000
- Audit Committee member retainer: $5,000
- Compensation Committee member retainer: Not reflected in Buffa’s FY2024 cash (added to committee following Oct 2024; footnote shows $45,000 total for Buffa vs $50,000 for directors who were members of both committees) .
Performance Compensation
| Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting Date | Notes |
|---|---|---|---|---|
| Aug 11, 2023 | 2,667 | $35,000 | Mar 1, 2024 | Pro rata RSU grant following election to Board |
| Mar 6, 2024 | 3,737 | $60,000 | Mar 6, 2025 | Annual independent director RSU grant |
- Director equity is time-based RSUs vesting on the first anniversary; no performance metrics (e.g., revenue, EBITDA, TSR) apply to director RSU awards .
- Director stock ownership guidelines: achieve holdings equal to 3x annual cash retainer within five years of initial election; applies to independent directors including Ms. Buffa .
Other Directorships & Interlocks
- No external public company boards disclosed for Ms. Buffa .
- Compensation Committee composition includes two executive officers (Heather Isely, Kemper Isely) alongside independent directors (Buffa, Cerkovnik), indicating non-fully-independent oversight of executive pay under controlled company exemptions .
Expertise & Qualifications
- Audit committee financial expert designation (SEC definition) .
- Extensive retail and consumer-facing operations experience; corporate finance and financial reporting credentials; direct knowledge of NGVC from prior CFO tenure .
Equity Ownership
| Metric | Jan 16, 2024 | Jan 13, 2025 |
|---|---|---|
| Beneficially owned shares (#) | 8,283 | 12,019 |
| Shares outstanding (#) | 22,752,413 | 22,931,226 |
| Ownership (% of outstanding) | ~0.036% (8,283 / 22,752,413) | ~0.052% (12,019 / 22,931,226) |
| RSUs vesting within 60 days | Not disclosed | 3,736 RSUs |
| Shares pledged as collateral | None of directors’/NEOs’ shares pledged (company statement) | None of directors’/NEOs’ shares pledged (company statement) |
| Ownership guideline | 3x annual cash retainer within 5 years | 3x annual cash retainer within 5 years |
| Compliance status | Not disclosed | Not disclosed; deadline by Aug 2028 based on Aug 2023 election |
Governance Assessment
-
Strengths:
- Independent director with deep finance and audit background; designated audit committee financial expert .
- Active committee participation: Audit (member) and Compensation (member post-Oct 2024); FY2024 Board/committee attendance at least 75% .
- Transparent, time-based RSU grants with clear vesting and fair values; director ownership guidelines to enhance alignment .
-
Risks and potential investor confidence signals:
- Controlled company governance: Board lacks majority independent directors; compensation committee not fully independent; executive management influences pay decisions; no independent compensation consultant engaged for FY2024 (FW Cook engagement was for FY2023 only) .
- No lead independent director; presiding role at executive sessions held by David Rooney .
- Limited disclosure on director-specific performance metrics (director equity is time-based only) and on ownership guideline compliance status for Ms. Buffa .
-
RED FLAGS: None specific to Ms. Buffa identified in disclosures (no related-party transactions, no pledging/hedging indicated for her shares) .