Leann Saunders
About Leann Saunders
Leann Saunders, 54, is President and COO of Where Food Comes From (WFCF), serving as President since 2008 and a director since January 2012; she holds a B.S. in Agriculture Business and an M.S. in Beef Industry Leadership from Colorado State University and previously worked at PM Beef, McDonald’s, and Hudson Foods . Company performance over 2022–2024 shows modest revenue growth and stable net income, while EBITDA declined; TSR measured from a fixed $100 investment fell across the period, indicating shareholder return pressure despite operational stability * . She and her husband, CEO/Chairman John Saunders, jointly beneficially own approximately 32.5% of WFCF, aligning incentives but raising governance considerations around dual executive-director roles and independence .
Multi-year performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $24,845,000 | $25,135,000 | $25,746,000 |
| EBITDA ($USD) | $3,417,000* | $3,331,000* | $2,854,000* |
| Net Income ($USD) | $1,994,000 | $2,152,000 | $2,120,000 |
| TSR – value of $100 investment (as disclosed) | $19.26 | $15.71 | $13.18 |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PM Beef Holdings | VP Marketing & Communications; led supply system for Ranch to Retail; managed USDA Process Verified program | ~1996–2003 | Built traceability and verification programs; enhanced supply chain integrity |
| McDonald’s Corporation | Purchasing Specialist | Pre-1996 | Procurement discipline and large-scale sourcing experience |
| Hudson Foods Corporation | Various roles | Pre-1996 | Early food industry operating experience |
External Roles
| Organization | Role | Years | Notes / Impact |
|---|---|---|---|
| Colorado State University | Agriculture Dean’s Advisory Board | Current | Academic-industry linkage; talent pipeline |
| University of Nebraska | Engler Agribusiness Entrepreneurship Program Advisory Board | Current | Entrepreneurship mentorship and network |
| International Stockmen’s Education Foundation | Board of Directors | Current | Sector education and standards |
| United States Meat Export Federation | Chair | “2015–2026 year” (as disclosed) | Industry leadership; export market perspective |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $416,745 | $416,745 |
| Other ($) – 401(k) match, phone allowance, service recognition awards | $13,200 | $14,460 |
Notes:
- Base salaries were kept unchanged pending a formal 2025 review .
- Benefits: 401(k) match (50% up to first 4% of comp), health premium subsidy up to $615/month; perquisites include a cell phone (CEO also has access to a company car) .
Performance Compensation
| Metric / Driver | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Discretionary Special Performance Bonus – consistent revenue growth, expense management, employee retention in tight labor market, progress on acquisitions/partnerships | Not disclosed | Not disclosed | Committee discretion | $100,000 (2023); $100,000 (2024) | Cash; immediate |
Notes:
- No RSUs/PSUs or new option grants to NEOs in 2023–2024; Saunders consistently foregoes equity offers to avoid further dilution and due to substantial existing ownership .
- Long-Term Equity (LTE) incentives were not awarded for 2024; LTE grants, when used, are based on outstanding company performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | John and Leann Saunders jointly own 1,744,626 shares (including 3,500 currently exercisable options), representing ~32.5% of shares outstanding (5,233,142 shares) . |
| Leann’s outstanding options (exercisable) | 1,250 @ $7.20 exp. 12/19/2028; 250 @ $6.84 exp. 9/30/2029; 250 @ $7.20 exp. 9/30/2030 (all currently exercisable; none unexercisable) . |
| Options vesting schedule (plan) | Unvested options generally vest in three annual installments from grant date; 10-year life . |
| Insider transactions (pressure) | A Named Executive Officer exercised 750 options in 2024; individual not specified; trading subject to company windows and pre-approval . |
| Pledging/Hedging | Company discourages pledging/margin and transactions in publicly-traded options; no pledging by Saunders disclosed . |
| Ownership guidelines | Not disclosed; compensation philosophy emphasizes long-term share ownership via equity plans and Saunders’ existing stake . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement start | One-year agreements signed January 2016 for CEO and President, auto-renew annually unless 60-day non-renewal notice . |
| Base salary in agreement | Initially $90,000, subject to performance review; current salary per Summary Compensation Table is $416,745 (2023–2024) . |
| Change-of-control (CoC) | Lump-sum equal to 200% of current salary paid on date of sale/merger/disposition . |
| Equity plan CoC treatment | If awards aren’t assumed/substituted at CoC, all options/SARs and restricted stock automatically fully vest; Administrator may accelerate vesting or provide other treatment . |
| Non-compete / confidentiality | Customary non-disclosure and non-compete clauses; awards subject to clawback per company policy (performance awards) . |
Board Service & Governance
- Board tenure and roles: Saunders has served on the Board since January 2012; she is President/COO and a co-founder; not independent as an employee-director .
- Committee roles: She is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees, which are comprised solely of independent directors .
- Attendance: All incumbents attended at least 75% of Board and committee meetings; Mr. and Mrs. Saunders participated in all discussions, abstaining from votes on their own compensation .
- Dual-role implications: WFCF combines CEO and Chair roles (John Saunders); independent directors can call special meetings. Having two senior executives (CEO and President/COO) as directors enhances operational insight but reduces board independence and may raise governance concerns; mitigation includes independent committees and abstentions on self-compensation .
Director Compensation (context)
- Non-employee directors receive meeting fees ($8,000 in-person; $3,000 telephonic >15 minutes) and an annual 500-share grant (fully vested); example 2024 totals ranged from $31,270 to $49,270; each had 1,750 options outstanding at 12/31/2024 . Saunders, as an employee director, does not receive non-employee director fees .
Compensation Structure Analysis
- Mix and trends: 2023–2024 pay comprised base salary and discretionary cash bonus; no equity grants; Saunders consistently declines equity awards to avoid dilution given significant ownership, signaling alignment but reducing at-risk equity exposure .
- Metrics: Bonuses are discretionary, referencing revenue growth, cost control, retention, and strategic initiatives rather than formal pre-set financial targets or TSR frameworks; no explicit weighting or targets disclosed .
- Clawbacks and repricing: 2026 Plan includes clawback for performance-based awards and prohibits option/SAR repricing or cashing out underwater awards without shareholder approval .
Risk Indicators & Red Flags
- Related party transactions: Any related-person transactions reviewed by a special independent, disinterested director committee with authority to retain advisors; this process mitigates conflicts .
- Insider trading controls: Strict policy — trading windows, blackout periods, and pre-approval for option-related sales; discourages pledging and short-term derivative strategies .
- Governance concentration: Significant insider ownership (Saunders family ~32.5%) enhances alignment but concentrates control; independence maintained through committee structure; CEO also serves as Chair .
- Say-on-pay: Committee considers shareholder say-on-pay; no specific vote outcomes disclosed for 2024 .
Data Appendices
Summary Compensation (Leann Saunders)
| Year | Salary ($) | Bonus ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $416,745 | $100,000 | $13,200 | $529,945 |
| 2024 | $416,745 | $100,000 | $14,460 | $531,205 |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Exercise Price | Expiration | Unexercisable Options (#) |
|---|---|---|---|---|
| 12/19/2018 | 1,250 | $7.20 | 12/19/2028 | - |
| 9/30/2019 | 250 | $6.84 | 9/30/2029 | - |
| 9/30/2020 | 250 | $7.20 | 9/30/2030 | - |
Beneficial Ownership (selected)
| Holder | Shares Owned | Exercisable Options | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| John & Leann Saunders (joint tenants) | 1,741,126 | 3,500 | 1,744,626 | 32.5% |
Investment Implications
- High ownership alignment: The Saunders’ ~32.5% stake creates strong pay-for-performance alignment and long-term focus; Saunders’ choice to forego new equity awards further avoids dilution for minority holders .
- Cash-heavy compensation: Discretionary cash bonuses tied to qualitative operating goals signal confidence but reduce explicit linkage to measurable financial metrics; monitoring future introduction of PSUs/metrics under the 2026 Plan could strengthen alignment .
- Low near-term selling pressure: All options are modest in size (1,750 exercisable for Leann) and trading is constrained by policy; one NEO exercised 750 options in 2024, but no broader selling trend disclosed; major ownership is outright shares, not unvested awards .
- Governance watchpoints: Dual executive-director roles and CEO/Chair combination merit ongoing oversight; independent committees, abstention on self-compensation, and board processes partially mitigate risk; large insider stake may influence strategic/control outcomes in change-of-control scenarios .