Rebecca Fisher
About Rebecca Fisher
Rebecca Fisher, 61, is an independent director at SunOpta (STKL) since 2019. She is Chief Human Resources Officer (CHRO) at Leeward Renewable Energy, with 25+ years of strategic HR leadership across large-cap and growth companies. Fisher holds a B.S. in Broadcast Journalism (minor in Business Administration) from Texas Christian University and is a Certified Executive Coach and Six Sigma certified; she resides in Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leeward Renewable Energy, LLC | Chief Human Resources Officer | 2021–Present | Leads HR strategy and systems, talent acquisition/management, total rewards, DEI, cultural development |
| Fisher Consulting Partners LLC | Principal and Owner | 2019–2021 | HR and business consulting |
| PepsiCo, Inc. | Senior VP, Human Resources, Talent Management; various senior leadership roles | 2005–2018 | Global/North America HR leadership; succession, talent strategy |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Community/non-profit | Prior non-profit directorships, including roles as Compensation Chair and Governance Committee member (Media and Animal Rights) |
Board Governance
- Committees: Compensation Committee (Chair); Corporate Governance Committee (Member) .
- Independence: Board determined Fisher is independent; 7 of 8 nominees are independent, and all committees are fully independent .
- Attendance and engagement: In 2024, the Board held 9 meetings and committees held 16; all incumbent directors attended ≥78% of Board meetings; members of the Compensation and Corporate Governance Committees attended 100% of their committee meetings; all directors attended the 2024 annual meeting virtually .
- Executive sessions: Independent directors meet without management, generally following full Board meetings; Board Chair presides .
- Skills and expertise on Board: Fisher brings Talent Management/Compensation and food & beverage industry experience as reflected in the Board’s skills framework .
Fixed Compensation
Applicable fee schedule (effective May 2024):
- Director annual cash retainer: $70,000; Compensation Committee Chair: $15,000; Corporate Governance Committee member: $5,000; Annual RSUs: $110,000 (12-month vest) .
2024 director compensation for Rebecca Fisher:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 88,200 | Fisher elected to receive $88,200 as stock in lieu of cash |
| Stock Awards (RSUs) | 110,000 | Annual grant; 12-month vest |
| Total | 198,200 | — |
Additional structure and elections:
- Directors may elect 50%–100% of cash retainers as stock; directors may defer equity under the Non-Employee Director Stock Deferral Plan .
Performance Compensation
| Element | Performance Metrics | Vesting | 2024 Value |
|---|---|---|---|
| Director RSUs | None (time-based) | 12 months | $110,000 |
Notes:
- Directors do not receive performance-based PSUs; equity is time-based RSUs only .
Other Directorships & Interlocks
| Company | Listing | Role | Committees |
|---|---|---|---|
| None | — | — | — |
| Source: “Other Public or Canadian Listed Company Directorships: None” . | |||
| Compensation Committee interlocks: None; no insider participation on the Compensation Committee . |
Expertise & Qualifications
- CHRO for a growth-oriented renewable energy company; deep experience in talent strategy, succession planning, total rewards, and culture transformation .
- 25+ years HR leadership with global scope (PepsiCo); certified executive coach and Six Sigma .
- Board skills matrix highlights Talent Management/Compensation and food & beverage industry exposure, supporting her Compensation Chair role .
Equity Ownership
| Holding (as of 3/27/2025) | Amount | Notes |
|---|---|---|
| Common Shares | 111,380 | Direct beneficial ownership |
| Vested Options | 5,830 | Exercise prices range across director cohort $3.25–$14.77 |
| Vested RSUs/PSUs | 0 | — |
| Total Beneficial (shares + vested instruments) | 117,210 | <1% of outstanding shares |
Ownership alignment and policies:
- Director ownership guideline: 5x annual cash retainer; 5-year compliance window .
- Compliance status (Board-level disclosure): 4 of 7 independent directors in compliance; remaining within transition period (individuals not named) .
- Hedging/pledging: Prohibited for directors and officers; formal policy in place .
Section 16 filings (insider reporting):
| Item | Status |
|---|---|
| Section 16(a) reporting compliance in 2024 | All directors and officers filed timely, per company review |
Governance Assessment
-
Strengths
- Independent director and Chair of the Compensation Committee; also serves on Corporate Governance Committee—positions her at the center of pay, succession, and governance oversight .
- Strong engagement: Compensation and Corporate Governance Committees recorded 100% attendance by their members; Board attendance ≥78% by all incumbents; directors attended the 2024 annual meeting .
- High alignment: Elected to receive 100% of her 2024 cash retainer in stock; plus annual RSU grant with vesting aligned to service .
- Sound compensation governance: Use of independent consultant (Pearl Meyer), double-trigger change-in-control provisions, no option repricing, no tax gross-ups, clawback policy meeting/exceeding regulatory standards; clawbacks enforced for executives after restated results—signals willingness to enforce policies .
- Shareholder support: 94% say-on-pay approval at 2024 meeting .
-
Watch items
- Director ownership guideline compliance (Board-level): Only 4 of 7 independent directors were in compliance as of March 27, 2025; individual director status not disclosed (still within transition window) .
- No other public directorships: Reduces interlocks/conflict risk but also limits external public board benchmarking exposure; nevertheless, Fisher brings substantial HR/compensation expertise and F&B experience relevant to STKL .
-
RED FLAGS
- None disclosed specific to Fisher: no related-party transactions noted in the sections reviewed; hedging/pledging is prohibited; Compensation Committee interlocks absent .