Agnieszka Winkler
About Agnieszka Winkler
Agnieszka Winkler (age 79) is an independent director of Virco Mfg. Corporation, serving on the board since 2018. She is the founder and former Chair/CEO of Winkler Advertising and The Winkler Group (branding/marketing consultancy) and Team Toolz Inc. (acquired), bringing deep brand strategy, marketing efficiency, and leadership experience to Virco’s board. She currently chairs Virco’s Compensation Committee and serves on its Audit and Corporate Governance & Nominating Committees, with the board affirming her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winkler Advertising | Founder, Chair & CEO | — | Built and led advertising firm; acquired (strategic/branding expertise) |
| The Winkler Group | Founder, Chair | — | Branding and marketing efficiency consultancy |
| Team Toolz Inc. | Founder, Chair & CEO | — | Enterprise acquired; product/tech commercialization experience |
| The Cheesecake Factory Inc. | Director (past) | — | Public company governance experience |
| Inter-Tel Inc. | Director (past) | — | Public company governance experience |
| Reno Air, Inc. | Director (past) | — | Public company governance experience |
| SuperCuts, Inc. | Director (past) | — | Public company governance experience |
| Ascension Health Care Network | Director (past) | — | Healthcare governance exposure |
| Iplocks | Director (past) | — | Tech/security governance exposure |
Note: Specific service years for past boards not disclosed in the proxy .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Santa Clara University | Trustee | — | Higher-ed oversight |
| Jesuit School of Theology | Chair, Board of Directors | — | Board leadership role |
| African Diaspora Network | Director | — | Non-profit board service |
| Miller Center for Social Entrepreneurship | Executive Committee, Advisory Board | — | Social enterprise/impact governance |
Board Governance
- Independence: The board determined Ms. Winkler is independent under Nasdaq standards; a majority of Virco’s board is independent .
- Committee assignments:
- Compensation Committee: Chair (2 meetings in FY2025) .
- Audit Committee: Member (5 meetings in FY2025) .
- Corporate Governance & Nominating Committee: Member (3 meetings in FY2025) .
- Attendance and engagement:
- Board met 7 times in FY2025; each incumbent director attended at least 75% of board and committee meetings on which they served .
- All directors then in office attended the 2024 annual meeting of stockholders .
- Board leadership/independent oversight:
- Combined Chair/CEO (Robert Virtue) with a rotating Lead Independent Director; current LID is Robert R. Lind, who coordinates agendas and independent session feedback .
Fixed Compensation (Director)
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual retainer (cash) | $75,000 | Paid in monthly installments |
| Annual equity (restricted stock) | $75,000 | Granted at annual meeting; one-year vest; valued at grant-date close |
| Ms. Winkler’s FY2025 mix | $100,000 cash; $50,000 stock; Total $150,000 | Non-employee directors may elect all/portion in cash if they have met ownership guidelines; travel reimbursed; no meeting fees disclosed . Individual FY2025 director payouts: Winkler $100,000 cash; $50,000 stock; $0 other = $150,000 total . |
Performance Compensation (Director)
- No performance-conditioned director awards disclosed; equity is time-vested restricted stock with one-year vesting. Virco has not granted stock options since 2019 and has no current plans to do so .
Other Directorships & Interlocks
| Company | Public/Private | Status | Notes |
|---|---|---|---|
| The Cheesecake Factory Inc. | Public | Past | Prior public board service |
| Inter-Tel Inc. | Public (historical) | Past | Telecom board experience |
| Reno Air, Inc. | Public (historical) | Past | Airline board experience |
| SuperCuts, Inc. | Public (historical) | Past | Retail/services board experience |
| Ascension Health Care Network | Private/Non-profit | Past | Healthcare governance |
| Iplocks | Private | Past | Technology/security governance |
No disclosed interlocks with Virco’s competitors/suppliers/customers; no related-party transactions involving Ms. Winkler disclosed in the latest proxy .
Expertise & Qualifications
- Founder/operator with significant branding, marketing efficiency and leadership credentials, including authorship of “Warp Speed Branding” (Wiley) .
- Governance expertise across multiple prior public company boards; current leadership roles in academic and non-profit boards .
- Active governance responsibilities at Virco: Compensation Committee Chair; Audit and Nominating committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date | Notes |
|---|---|---|---|---|
| Agnieszka Winkler | 80,144 | <1% | April 22, 2025 | As reported in beneficial ownership table . Total shares outstanding at record date: 16,087,082 . |
| Director ownership guideline | 4x annualized cash retainer = $300,000 | — | — | Guideline equals 4 × $75,000; directors may elect cash in lieu of equity only if guideline met . |
| Hedging/pledging | Prohibited | — | — | Company policy prohibits short sales, hedging, pledging, and margining by directors/officers/employees . |
Insider trading compliance
- One Form 4 for one transaction was filed late for Ms. Winkler, per Section 16(a) review disclosure (FY2025 proxy) .
Governance Assessment
-
Strengths:
- Independent director with meaningful committee workload (Compensation Chair; Audit and Nominating member), indicating strong engagement in pay oversight, financial reporting, and board effectiveness .
- Director compensation is balanced between cash and time-vested stock; policy includes stock ownership guideline (4x cash retainer) to align directors with shareholders, and anti-hedging/anti-pledging policy enhances alignment .
- Beneficial ownership of 80,144 shares supports skin-in-the-game; board holds executive sessions and maintains a Lead Independent Director structure to counterbalance combined Chair/CEO .
-
Watch items / RED FLAGS:
- One late Form 4 filing for Ms. Winkler (administrative compliance lapse) .
- Broader board context includes multiple Virtue family insiders (Chair/CEO, President, and a director employed as VP Sales), elevating the importance of independent directors’ oversight; Compensation Committee independence and leadership by Ms. Winkler mitigate, but concentrations remain a governance risk at the board level .
- No individual attendance percentages disclosed; only that all incumbents met at least 75%—sufficient but not best-in-class disclosure .
-
Additional notes:
- Director equity is time-based (no performance metrics). Awards under the 2019 Omnibus Equity Plan may accelerate upon a Change of Control, which includes director awards .
- Audit Committee identifies two financial experts (Richardson, Lind); Ms. Winkler’s value-add centers on marketing/brand strategy rather than audit expertise—complementary to the committee’s overall skill mix .
Overall, Ms. Winkler appears to be a high-engagement, independent voice with substantive chair responsibilities and meaningful brand/marketing expertise, which is strategically relevant for a customer-facing, sales-driven manufacturer like Virco. The late Form 4 is a minor compliance blemish. Independent oversight remains critical given family leadership concentration; her Compensation Chair role and participation on Audit and Nominating are positive signals for investor confidence .