Graeme Rein
About Graeme P. Rein
Graeme P. Rein (age 45) is an independent director of Where Food Comes From, Inc. (WFCF) and a finance professional with CFA and CPA (Texas) credentials. He has served on WFCF’s Board since May 2016; his background includes a B.A. in Economics from Princeton and a Master in Professional Accounting from UT Austin’s McCombs School of Business . Rein is Managing Member and CIO of Yorkmont Capital Management, LLC, an Austin-based registered investment adviser founded in 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bares Capital Management, Inc. | Research Analyst | Not disclosed | Equity research experience; investment analysis |
| Deloitte & Touche, LLP | Audit professional | Not disclosed | Audit training and financial reporting exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yorkmont Capital Management, LLC | Managing Member & CIO | Founded 2012; ongoing | Registered investment adviser; founded by Rein |
Board Governance
- Board independence: WFCF’s Board determined Rein is independent under Nasdaq and SEC rules; he is eligible for Audit, Compensation, and Nominating committee independence standards .
- Committee assignments: Audit Committee member (Adam Larson, Chair; members: Rein, Tom Heinen). Not listed on Compensation or Nominating & Corporate Governance Committees .
- Attendance: In 2024, the Board held one formal and one telephonic meeting; Audit met five times in 2023, Compensation twice, Nominating once; all incumbent directors attended at least 75% of Board and committee meetings .
- Board structure: Annual elections; unified Chair/CEO role (John Saunders). Independent directors meet in executive session as needed .
Fixed Compensation
Director fees and equity grants for Rein:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $32,000 | $31,635 |
| Stock Awards ($, grant-date fair value) | $6,870 | $5,635 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $38,870 | $37,270 |
| Options Outstanding (#) | 1,750 | 1,750 |
Additional director compensation structure:
- Per-meeting fees: $8,000 (in-person) and $3,000 (telephonic >15 minutes). All non-employee directors received 500 fully-vested common shares on Nov 11, 2023 and 500 fully-vested common shares on Nov 21, 2024 .
Performance Compensation
Equity grants and structure for non-employee directors:
| Grant Type | Grant Date | Shares | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Common shares (annual director grant) | Nov 11, 2023 | 500 | Fully vested at grant | $6,870 total value across directors; individual director values reported per table |
| Common shares (annual director grant) | Nov 21, 2024 | 500 | Fully vested at grant | $5,635 per director reported for 2024 |
Plan features affecting director equity:
- 2026 Equity Incentive Plan caps director cash awards at $400,000/year and equity awards at 50,000 shares/year; prohibits option/SAR repricing without shareholder approval; performance-based awards subject to clawback if results are restated .
No director-specific performance metrics (TSR, EBITDA, ESG) or PSU frameworks are disclosed for directors; equity awards are time-based and fully-vested per grant dates .
Other Directorships & Interlocks
| Organization | Role | Type | Potential Interlock/Notes |
|---|---|---|---|
| Yorkmont Capital Partners, LP; Yorkmont Capital Management, LLC | Beneficial owner via funds | Shareholder (>10%) | Schedule 13D/A indicates sole voting/dispositive power over 666,302 shares held by Yorkmont; Rein also owns additional shares directly . |
No other public-company directorships or committee roles outside WFCF are disclosed for Rein in the proxy .
Expertise & Qualifications
- Finance and accounting expertise: CFA charterholder and CPA (Texas), prior audit background at Deloitte; investment analysis experience at Bares Capital; CIO role at Yorkmont .
- Sector relevance: Deep capital markets and investment management perspective; supports Audit Committee service .
- Education: Princeton University (B.A., Economics); UT Austin McCombs (Masters in Professional Accounting) .
Equity Ownership
Beneficial ownership and alignment:
| Metric | 2023 | 2025 |
|---|---|---|
| Shares beneficially owned (#) | 669,552 | 669,552 |
| Ownership % of shares outstanding | 12.2% (5,484,814 shares O/S) | 12.5% (5,233,142 shares O/S) |
| Shares owned directly/indirectly (#) | 667,802 (incl. Yorkmont) | 667,802 (incl. Yorkmont) |
| Exercisable options (#) | 1,750 | 1,750 |
Notes:
- Schedule 13D/A indicates Yorkmont entities and Rein have sole voting/dispositive power over 666,302 shares; Rein beneficially owns additional shares directly (1,500 in 2024; 2,000 in 2025) .
- No disclosure of pledged shares or hedging by directors; insider trading policy discourages derivatives/pledging activity, but director-specific pledging is not reported .
Governance Assessment
- Independence and committee fit: Rein is deemed independent and serves on the Audit Committee alongside an identified audit committee financial expert (Adam Larson); structure supports financial oversight .
- Ownership alignment: Significant beneficial ownership (~12–13%) suggests strong “skin-in-the-game,” aligning director incentives with shareholder value creation .
- Board leadership/structure: Combined Chair/CEO role persists; independent directors hold executive sessions and all directors are annually elected, but no Lead Independent Director is disclosed .
- Meeting cadence: Board (2024: one formal and one telephonic) and committee activity (Audit met five times in 2023) indicate targeted oversight; all incumbents met the 75% attendance threshold .
- Equity plan safeguards: The 2026 plan prohibits repricing, includes clawback provisions for performance-based awards, and caps director cash/equity awards, mitigating pay-related red flags .
- Potential conflicts/watch items:
- Dual role as Audit Committee member and significant beneficial owner (>10%) via Yorkmont could concentrate influence; the company affirms independence per Nasdaq/SEC criteria .
- Related-party transaction process exists, but no specific transactions involving Rein are disclosed; monitor future dealings given Yorkmont’s stake .
Overall signals: Independence designation, meaningful ownership, and attendance support investor confidence; combined Chair/CEO and the absence of a disclosed Lead Independent Director warrant ongoing monitoring. Equity plan controls (no repricing, clawbacks, award caps) reduce compensation-related governance risk .
Board Governance (Detail Table)
| Committee | Members | Chair | Rein Membership |
|---|---|---|---|
| Audit | Adam Larson, Graeme P. Rein, Tom Heinen | Adam Larson | Yes |
| Compensation | Adam Larson, Peter C. Lapaseotes | Not disclosed | No |
| Nominating & Corporate Governance | Peter C. Lapaseotes, Adam Larson | Not disclosed | No |
Director Compensation Structure (Policy)
- Fees: $8,000 per in-person meeting; $3,000 per telephonic meeting >15 min; same for committee meetings .
- Annual equity: 500 common shares, fully vested at grant (Nov 11, 2023; Nov 21, 2024) .
- 2026 Plan limits: Director cash awards ≤ $400,000/year; equity awards ≤ 50,000 shares/year; clawback for performance-based awards; no option/SAR repricing without shareholder approval .
Independence, Attendance & Engagement
- Independence: Rein qualifies as “independent” for general Board and Audit/Comp/Nominating functions under Nasdaq/SEC rules .
- Attendance: All incumbent directors achieved ≥75% attendance in aggregate Board/committee meetings; informal encouragement to attend annual shareholder meeting (one independent director attended in 2024) .
- Executive sessions: Independent directors meet in executive session regularly/as needed .
Other Notes
- Say-on-pay: Compensation Committee’s remit includes considering say-on-pay votes, but no specific say-on-pay results are disclosed in the proxy; WFCF is a smaller reporting company .
- Compensation benchmarking: Committee uses independent third-party data and a peer group to align executive compensation; not directed at directors .
- Clawback/ethics: Awards subject to clawback; directors and employees adhere to a Code of Conduct and an insider trading policy .
Biographical and service data sources: WFCF DEF 14A (2025 and 2024) .
Governance and compensation policy sources: WFCF DEF 14A (2025 and 2024) .
Equity plan features: WFCF 2026 Equity Incentive Plan in DEF 14A (2025) .
Beneficial ownership tables: WFCF DEF 14A (2025, 2024) .