Leslie Starr
About Leslie Starr
Independent Chair of SunOpta’s Board since 2019; age 64; based in Texas. Former SVP of Supply Chain at PepsiCo/Frito‑Lay and EVP of Supply Chain Strategy & Transformation at Advance Auto Parts; currently an Operating Advisor at Clayton Dubilier & Rice. Education: B.S. Mechanical Engineering (Virginia Tech) and MBA (Georgia State University). Board committees: Audit and Corporate Governance; the Board Chair presides over executive sessions and serves as liaison with the CEO, with committees chaired by independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Frito‑Lay North America | Senior Vice President, Supply Chain; Vice President roles in Commercialization, Logistics & Warehousing, Operations | 1985–2017 | Led productivity doubling and go-to-market transformation at Frito‑Lay |
| Advance Auto Parts | EVP, Supply Chain Strategy & Transformation | 2017–2018 | Led re-architecture of business model to deliver transformative financial value |
| Clayton Dubilier & Rice | Operating Advisor | 2024–Present | Portfolio operating expertise; advisory capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westrock Coffee Company (NASDAQ: WEST) | Director | 8/2022–Present | Public company directorship |
| Riverview Acquisition Corp (formerly NASDAQ: RVACU) | Director | 8/2021–8/2022 | SPAC board service |
| Chesapeake Energy Corp (NYSE: CHK) | Director | 9/2017–2/2021 | CHK filed Chapter 11 in June 2020 and emerged Feb 9, 2021; board discharged upon emergence |
Board Governance
- Independence: The Board determined Leslie Starr is independent; 7 of 8 nominees are independent, and all standing committees are entirely independent .
- Board leadership: Leslie Starr serves as Chair; roles include setting agendas, presiding over executive sessions, and serving as liaison to the CEO; CEO and Chair roles are separated .
- Committees: Member of Audit and Corporate Governance Committees; Audit Committee met 7 times in FY2024 .
- Attendance: Board held 9 meetings and committees held 16 in FY2024; each incumbent director attended ≥78% of Board meetings and ≥75% of aggregate Board+committee meetings; Audit Committee members attended ≥71%; Compensation and Corporate Governance Committee members attended 100% during their service periods .
- Diversity/skills: Brings deep supply chain, manufacturing, commercialization, and food/beverage industry expertise; contributes to innovation commercialization and risk oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $115,950 | Per director compensation table |
| Annual RSU Grant | $110,000 | RSUs vest on the first anniversary of grant |
| Board Chair retainer (schedule) | $90,000 | Compensation schedule effective May 2024 |
| Director annual retainer (schedule) | $70,000 | Compensation schedule |
| Audit Committee membership fee (schedule) | $8,000 | Compensation schedule |
| Corporate Governance Committee membership fee (schedule) | $5,000 | Compensation schedule |
Notes: Non-employee directors may elect to receive stock in lieu of cash and may defer equity under the Non-Employee Director Stock Deferral Plan (409A-compliant) .
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Link |
|---|---|---|---|
| RSUs (Annual Director Grant) | $110,000 | 12‑month cliff vest | None (time-based; aligns long-term interests) |
Other Directorships & Interlocks
| Entity | Relationship to SunOpta |
|---|---|
| Oaktree Capital Group, LLC affiliates | 19.69% beneficial ownership (partially-diluted) and Special Voting Shares subject to 19.99% voting cap; Board includes Dean Hollis, Senior Advisor to Oaktree (Hollis is a director). No related-party transactions disclosed involving directors, including Ms. Starr, above $120,000 . |
Expertise & Qualifications
- 31 years at PepsiCo/Frito‑Lay with senior leadership in supply chain, manufacturing, warehousing, logistics, and commercialization; drove major productivity improvements and go-to-market transformation .
- Operating advisor experience at CD&R adds portfolio-level operational insight to Board deliberations .
- Education: B.S. Mechanical Engineering (Virginia Tech) and MBA (Georgia State University) .
Equity Ownership
| As of March 27, 2025 | Common Shares | Vested Options | Vested RSUs/PSUs | Total |
|---|---|---|---|---|
| Leslie Starr (Chair) | 102,652 | 5,830 | 19,547 | 128,029 |
Ownership policy and alignment:
- Mandatory stock ownership guidelines: Directors must hold 5x annual cash retainer; measurement uses 90‑day average price; 5‑year transition period to comply .
- As of March 27, 2025, 4 of 7 independent directors are in compliance; 3 directors not yet compliant remain within transition periods (individual names not disclosed) .
- Hedging/pledging prohibited since Feb 2018; company maintains anti-hedging policy and “do not allow directors to hedge or pledge Company stock” practice .
Recent Insider Transactions (2025)
| Date | Transaction | Quantity/Price | Post-Transaction Holdings |
|---|---|---|---|
| Jul 25, 2025 | Common shares issued in lieu of cash director fees | 3,683 at $6.64 (Code A) | 130,856 common shares; 39,740 RSUs |
| May 29, 2025 | Form 4 filed (details available on EDGAR) | — | Filing reference |
| Oct 17, 2025 | Form 4 filed (details available on EDGAR) | — | Filing reference |
Governance Assessment
- Strengths: Independent Board Chair; fully independent standing committees; robust committee activity (Audit met 7x in FY2024); strong attendance; separation of CEO and Chair roles; formal ERM oversight; clawback policy exceeding regulatory requirements; prohibitions on hedging/pledging; director ownership guidelines; broad, directly relevant supply chain/manufacturing expertise .
- Compensation alignment: Director pay balanced between cash and time‑based RSUs ($110k annual) with optional stock-in-lieu elections and deferrals; no performance-based equity for directors, reducing risk of short-term incentives driving oversight decisions .
- Conflicts/related parties: Proxy states no related-party transactions above $120,000 involving informed persons or proposed directors; ongoing oversight by the Audit Committee for any such matters .
- Shareholder signals: Prior say‑on‑pay received ~94% approval at 2024 meeting, supporting compensation governance; indicates constructive investor sentiment toward pay practices (executive-focused but relevant to Board oversight quality) .
- Risk considerations: Prior service on Chesapeake Energy’s board during its Chapter 11 restructuring is disclosed; not a sanction on Ms. Starr, but context for experience managing through distress; no personal penalties or sanctions reported for Ms. Starr .
Overall, Leslie Starr presents strong board effectiveness credentials in supply chain and operations, chairs an independent Board, participates in key governance and audit oversight, and maintains alignment through equity and ownership policies, with no disclosed related-party exposures. The Board’s structure and policies (clawback, anti‑hedging, ownership guidelines) support investor confidence, while time‑based RSUs for directors avoid short-term performance conflicts .