Jonathan Johnson III
J M SMUCKERAbout Jonathan Johnson III
Independent director (age 59), serving on SJM’s board since 2022. Former CEO of Overstock.com (now Beyond, Inc.), with deep experience in e-commerce, blockchain ventures, legal, finance, and operations; the Board intends to appoint him Lead Independent Director and to the Nominating, Governance, and Corporate Responsibility Committee immediately upon re-election in 2025, underscoring independence and engagement . All directors met the company’s attendance threshold (≥75%) in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Overstock.com, Inc. (Beyond, Inc.) | Chief Executive Officer | Sep 2019 – Nov 2023 | Led e-commerce transformation; overseer of executive comp/corporate responsibility from board vantage |
| Overstock.com, Inc. | Director; roles incl. General Counsel, SVP, President, Executive Vice Chairman, Chairman, Interim CEO | Director May 2013 – Nov 2023; senior roles various | Governance, strategy, technology, risk management |
| Medici Ventures (former Overstock subsidiary) | Director and President | Aug 2016 – Apr 2021 | Blockchain venture stewardship; innovation oversight |
| TenFold Corporation | General Counsel; Chief Financial Officer | May 1999 – Sep 2002 | Legal and finance leadership in software/services |
External Roles
| Organization Type | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | “Other Public Company Boards” column blank for Johnson |
| Non-profit boards | Board member | Ongoing | Member of boards of several non-profits (names not disclosed) |
Board Governance
- Independence: The Board annually determined Johnson is independent under NYSE/SEC standards .
- Committee assignments (FY2025): Member, Compensation and People Committee . The Board intends to appoint him to the Nominating, Governance, and Corporate Responsibility Committee and as Lead Independent Director upon re-election in 2025 .
- Attendance: Board held six meetings; all directors met ≥75% attendance; independent directors held 4 regular and 2 special executive sessions in FY2025 .
- Lead Independent Director responsibilities (upon appointment): Preside over executive sessions, approve agendas/materials, liaison with CEO, oversee board evaluations, and support CEO performance evaluation with Comp Chair .
Fixed Compensation
| Component | FY2025 | FY2026 Program (scheduled) | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $100,000 | Employee directors receive no director pay |
| Lead Independent Director retainer | — | $30,000 (if appointed) | Board intends to appoint Johnson LID upon re-election |
| Committee membership fees | — | $5,000 for serving on a second committee (applies if he joins Nominating) | Committee chair fees: $20k Audit/Comp; $15k Nominating (not applicable unless Chair) |
| Equity (deferred stock units) grant | $160,000 | $170,000 | Granted in October; vests immediately; dividends reinvested as DSUs |
| Options | None | None (not part of director program) | |
| Total (FY2025 actual) | $260,000 | — | $100,000 fees + $160,000 stock awards |
Performance Compensation
| Metric | FY2025 | Structure |
|---|---|---|
| Performance-based equity | N/A | Director DSUs vest immediately upon grant; dividends reinvested; no performance conditions |
| Options/PSUs | N/A | No stock options or performance-conditioned awards for non-employee directors in FY2025 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Interlocks/related parties | None disclosed for Johnson; related party transactions noted for others (Smucker family, Circana) but not Johnson |
| Independence conflicts screen | Board independence standards described and applied; Johnson listed as independent |
Expertise & Qualifications
- Leadership: Former public company CEO; strong operations, finance, legal, and risk credentials .
- Technology/e-commerce/blockchain: Deep background aligns with SJM’s oversight needs in digital and cybersecurity .
- M&A and strategic transactions: Experience integrating ventures; relevant to oversight of Hostess acquisition synergy execution .
Equity Ownership
| Ownership Element | As of Apr 30, 2025 | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 4,620; <1% outstanding | Shares outstanding: 106,683,676 |
| Deferred stock units (aggregate) | 4,295 | Includes DSUs from annual grants and reinvested dividends |
| Options | None | Non-employee directors held no options in FY2025 |
| Pledging/hedging | Prohibited by policy (no pledging, no hedging) | Alignment safeguard |
| Ownership guidelines | Minimum 5× annual cash retainer; attain within 5 years; all non-employee directors met or exceeded except Mercedes Abramo (recently joined) | Johnson in compliance |
Governance Assessment
- Strengths: Independent status; impending Lead Independent Director role elevates board oversight quality and shareholder engagement; relevant technology/e-commerce experience; committee service on Compensation enhances oversight of pay practices; compliance with robust stock ownership policy; prohibitions on hedging/pledging; strong executive-session cadence .
- Compensation alignment: Director pay balanced between fixed cash retainer and equity DSUs; immediate vesting with dividend reinvestment fosters long-term shareholding but lacks performance gating (standard for directors) .
- Engagement signals: Board intends to rotate roles and has structured LID duties to ensure independent oversight; formal shareholder engagement emphasis; say-on-pay support at ~94% in 2024 indicates investor confidence in compensation governance .
- Conflicts/RED FLAGS: No related party transactions disclosed for Johnson; no option repricing; no tax gross-ups; clawback policy robust for executives; director attendance threshold met. No hedging/pledging and strong related-party review process reduce governance risk .