Dean Hollis
About Dean Hollis
Independent director of SunOpta (STKL) since 2016; age 64; based in Nebraska. Former President & COO, Consumer Foods at ConAgra; Senior Advisor at Oaktree Capital since 2008. Education: B.A. in Psychology, Stetson University. Board committees: Audit and Compensation; identified by the Board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods | President & COO, Consumer Foods; EVP, Retail Products; various President roles | 1987–2008 | Led worldwide transformation; oversaw ~$12B consumer portfolio |
| Oaktree Capital | Senior Advisor | 2008–Present | Private equity advisory; broad investing activities |
| Diventures | Founder (scuba/swim/travel) | 2008– | Entrepreneurial operating role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hain Celestial Group, Inc. (NASDAQ: HAIN) | Director | 2017–2023 | Public company board |
| HumanCo Acquisition Corp. (NASDAQ: HMCOU) | Director | 2020–2022 | SPAC board |
| AdvancePierre Foods, Inc. (NYSE: APFH, former) | Director | 2008–2017 | Public company board |
| Boulder Brands, Inc. (BDBD) | Director | 2011–2016 | Public company board |
| Diamond Brands (DMND) | Director | 2012–2016 | Public company board |
| Boardriders, Inc. | Director | n/d | Private company board |
| Landec Corporation | Director | n/d | Prior board service |
| Stetson University | Director/Trustee | n/d | Non-profit board |
| Nature Conservancy Caribbean Chapter | Director | n/d | Non-profit board |
| Project Harmony | Director | n/d | Non-profit board |
Board Governance
- Committee assignments (current): Audit (member), Compensation (member); Audit Committee met 7 times in FY2024; Compensation Committee met 5 times in FY2024 .
- Independence: Board determined Hollis is independent under NASDAQ/CSA/TSX/SEC rules; seven of eight directors are independent; committees composed entirely of independent directors .
- Attendance and engagement: Board held 9 meetings; each incumbent attended ≥78% of Board meetings; Audit Committee members attended ≥71% of committee meetings; Compensation and Corporate Governance members attended 100%; all directors attended the 2024 AGM virtually .
- Audit committee financial expertise: Hollis designated an “audit committee financial expert” .
- Executive sessions: Independent directors meet without management; Chair presides .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual cash retainer (director) | Fixed cash | $70,000 effective May 2024 |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Corporate Governance $10,000 | Fixed cash |
| Committee member fees | Audit $8,000; other committees $5,000 | Fixed cash |
| Annual equity grant (RSUs) | Time-based vesting | $110,000, 12-month vest |
| Dean Hollis – FY2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 125,400 | 110,000 | 235,400 |
- Election to receive stock in lieu of cash: Hollis elected to receive $125,400 in common shares in lieu of cash retainers (included in values above) .
- Directors may elect 50–100% of cash in stock and may defer RSUs under the Non-Employee Director Stock Deferral Plan (409A compliant) .
Performance Compensation
| Instrument | Grant Date | Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual) | May 2024 | $110,000 | 12-month time-based | None disclosed for directors (time-based RSUs) |
- Company-level incentive structure highlights (for context): Maintains clawback policy meeting/exceeding regulatory requirements; uses double-trigger change-in-control for non-pro rata payouts; prohibits repricing, tax gross-ups, hedging/pledging; caps STIP/LTIP payouts .
Other Directorships & Interlocks
- Oaktree/Brookfield ownership: Oaktree funds beneficially own an aggregate 23,658,579 shares (incl. exchangeable preferred) and 2,932,453 Special Voting Shares (capped at 19.99% voting power) .
- Hollis’s Oaktree linkage: Owns 500 limited partnership units of Organics (an Oaktree fund entity) but does not exercise control over SunOpta securities held by Organics, per the proxy .
- Implication: Material investor affiliation via Oaktree creates potential perceived influence; Board nevertheless determined Hollis is independent and committees are fully independent .
Expertise & Qualifications
- Food & beverage industry leadership; transformation and portfolio management at ConAgra .
- Audit/financial oversight; designated audit committee financial expert .
- Skills matrix shows coverage in corporate governance, risk management, senior leadership, strategic operations, and investor relations .
Equity Ownership
| Holder | Common Shares | Vested Options | Vested RSUs/PSUs | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|---|
| Dean Hollis | 552,011 | 15,967 (exercise prices $3.25–$14.77) | 0 | 567,978 | <1% (*) |
| Note | Hedging/Pledging | Ownership Guidelines | Compliance Status | ||
| --- | --- | --- | --- | ||
| Company policy | Officers/directors prohibited from hedging/pledging; none aware of hedging transactions | Directors: 5x annual cash retainer; 5-year transition period; may count unvested time-based RSUs and in-the-money unexercised options | As of Mar 27, 2025, 4 of 7 independent directors complied; 3 directors not yet but within transition (individual names not disclosed) |
Insider Trades (recent)
| Date | Shares Traded | Price | Type | Source |
|---|---|---|---|---|
| 01/23/2025 | 2,656 | $7.38 | Buy | |
| 04/16/2025 | 4,271 | $3.90 | Buy | |
| 05/28/2025 | 20,072 | n/a | Buy | |
| 07/24/2025 | 3,534 | $6.64 | Buy | |
| 10/16/2025 | 3,529 | $5.68 | Buy | |
| Filing references | — | — | Form 4s |
Compensation Committee Analysis
- Composition includes Hollis as member; entirely independent; met formally 5 times in 2024; no interlocks or insider participation disclosed .
- Practices: Emphasizes pay-for-performance for executives (adjusted EBITDA STIP; revenue growth/ROIC/TSR in LTIP), clawbacks, double-trigger CIC, capped payouts; 2024 say-on-pay support ~94% .
- Peer group used for benchmarking (16 food/CPG peers) .
Governance Assessment
- Strengths:
- Deep operator experience in food/CPG and financial oversight; audit committee financial expert credential .
- High engagement: Board and committee attendance thresholds met; independent-only committee composition .
- Alignment signals: Elected to receive all cash retainers in stock; mandatory director ownership guidelines; clawback and anti-hedging/pledging policies .
- Potential risks/RED FLAGS:
- Oaktree affiliation: Senior Advisor with economic interest via Organics LP units; Oaktree is a near-20% holder with special voting shares—perceived influence risk even with independence determination .
- Ownership guideline compliance: Proxy indicates 3 independent directors not yet compliant (within transition); individual compliance not disclosed—monitor for adherence once transition ends .
- Signals for investors:
- Persistent open-market buys through 2023–2025 indicate confidence/alignment .
- Board effectiveness processes include annual evaluations and executive sessions; audit oversight active with quarterly ERM updates .
Other Directorships & Interlocks
| Entity | Nature of Interlock | Relevance |
|---|---|---|
| Oaktree Funds / Organics LP | Significant shareholder; Hollis is Senior Advisor and holds Organics LP units; no control over Organics-held STKL securities per proxy | Potential perceived influence; voting capped at 19.99% |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 AGM | ~94% support |
Additional Notes
- Penalties/Sanctions/Bankruptcy: No issues disclosed for Hollis among nominees; some disclosures relate to other directors (e.g., Chesapeake, Enterra) but not Hollis .
- Audit oversight: EY auditor appointed; Audit Committee report signed by Hollis and members .