Amy Becker
About Amy Becker
Amy C. Becker, age 60, has served on Winmark’s Board since November 2022 and is currently Chief Legal Officer and Corporate Secretary at Donaldson Company, Inc. She previously served as Donaldson’s Vice President, General Counsel and Secretary (2014–2022) and Assistant General Counsel (1998–2014), bringing deep public company governance and legal strategy expertise to Winmark . She holds a bachelor’s in business administration, an MBA, and a JD from the University of South Dakota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | Chief Legal Officer & Corporate Secretary | Nov 2022–Present | Oversees legal, governance, and corporate secretary functions . |
| Donaldson Company, Inc. | Vice President, General Counsel & Secretary | Aug 2014–Nov 2022 | Led public company governance and legal strategy . |
| Donaldson Company, Inc. | Assistant General Counsel | Jan 1998–Aug 2014 | Progressive legal leadership roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winmark Corporation (WINA) | Independent Director | Nov 2022–Present | Chair, Compensation Committee; Member, Nominating Committee . |
| — | Other public company boards | — | None disclosed in Winmark’s proxy or Donaldson bio . |
Board Governance
- Independence: The Board determined Ms. Becker is independent under NASDAQ rules; all members of the Audit, Compensation, and Nominating Committees are independent .
- Committee roles: Compensation Committee Chair (with Jenele C. Grassle and Gina D. Sprenger); Nominating Committee member (Chair: Gina D. Sprenger) .
- Meeting cadence and attendance: FY2024—Board: 4 meetings; Audit: 4; Compensation: 1; Nominating: 1. All directors attended at least 75% of Board and committee meetings; all directors attended the prior Annual Meeting .
- Lead Independent Director: Percy C. (Tom) Tomlinson, Jr. serves as Lead Director; the Board combines Chair/CEO roles with a Lead Director structure .
- Governance policies: Hedging policy prohibits directors/officers from buying/selling puts or calls or engaging in hedging/derivative transactions in Winmark securities .
- Related-party transactions: No reportable related-party transactions in FY2024; formal policy requires Audit Committee pre-approval of any such transactions .
- Compensation committee process: Committee meets annually; no interlocks; has discretion to use consultants (not utilized), and approves NEO and director pay, with CEO providing recommendations but final decisions by the Committee .
- Committee composition changes: Becker is Chair of Compensation Committee in the 2025 proxy; in 2023, Mark L. Wilson was Chair and Becker joined the committee after the report—indicating leadership transition to Becker by 2025 .
Fixed Compensation
| Component | FY2024 Amount/Terms | FY2025 Update | Source |
|---|---|---|---|
| Annual cash retainer (nonemployee directors) | $42,500 | $45,000 | |
| Meeting fees (Board, Compensation, Nominating) | $1,000 per meeting | — | |
| Meeting fees (Audit Committee) | $2,000 per meeting | — | |
| Lead Director additional retainer | $5,000 | — | |
| Amy C. Becker – Fees Earned in Cash (FY2024) | $48,500 | — | |
| Amy C. Becker – Total Director Compensation (FY2024) | $107,786 | — |
- Notes: In FY2024, Becker’s director pay mix was ~$48.5k cash and ~$59.3k equity option value ($59,286), indicating ~55% equity/45% cash alignment for that year .
Performance Compensation
- Structure: Equity via nonemployee director stock options under the 2020 Stock Option Plan; options vest 25% per year over four years beginning one year from grant and expire after 10 years; all unvested options accelerate upon a change in control .
| Award Date | Security | # Options | Exercise Price | Vesting | Term | Grant Date Fair Value | Source |
|---|---|---|---|---|---|---|---|
| 6/1/2024 | Non-Employee Stock Option | 300 | $355.90 | 25%/yr over 4 years | 10 years | Included in FY2024 total $59,286 | |
| 12/9/2024 | Non-Employee Stock Option | 300 | $400.97 | 25%/yr over 4 years | 10 years | Included in FY2024 total $59,286 | |
| 6/1/2025 | Non-Employee Stock Option | 280 | $424.82 | 25%/yr over 4 years | 10 years | Not in FY2024 table |
- Committee philosophy/process: Compensation Committee did not use a compensation consultant in FY2024; approves executive and director equity; CEO provides recommendations but Committee has sole discretion .
- Interlocks: None reported .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Winmark in the proxy and Donaldson bio . |
| Committee interlocks | Compensation Committee had no interlocks . |
| Potential conflicts (customers/suppliers) | No reportable related-party transactions in FY2024 . |
Expertise & Qualifications
- Core expertise: Public company governance, legal strategy, corporate secretary experience; current CLO and Corporate Secretary at Donaldson .
- Education: BBA, MBA, and JD (University of South Dakota) .
- Board qualifications: Legal/governance and executive management experience cited in Winmark’s proxy .
Equity Ownership
| Metric | Amount/Detail | Source |
|---|---|---|
| Beneficial ownership (as of record date Mar 3, 2025) | 3,215 shares; less than 1% of outstanding | |
| Shares acquirable within 60 days (included above) | 3,215 (via options) | |
| Director stock options outstanding (as of Dec 28, 2024) | 7,340 options to purchase WINA common stock | |
| Hedging policy | Directors/officers prohibited from hedging or trading derivatives in WINA stock | |
| Pledging policy | Not disclosed in proxy; no specific mention found | . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities (Qty) | Price | Security | Post-Transaction Securities Owned | URL |
|---|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-06-01 | Award (Option grant) | 280 | $424.82 | Non-Employee Stock Option | 280 | |
| 2024-12-09 | 2024-12-09 | Award (Option grant) | 300 | $400.97 | Non-Employee Stock Option | 300 | |
| 2024-06-03 | 2024-06-01 | Award (Option grant) | 300 | $355.90 | Non-Employee Stock Option | 300 |
Governance Assessment
- Positives: Independent director with significant governance/legal expertise; chairs the Compensation Committee; all committees comprised of independent directors; no related-party transactions; hedging prohibited; attendance threshold met; director pay includes meaningful equity, aligning incentives with shareholders .
- Watch items: Director options accelerate on change in control (single-trigger acceleration), which can be viewed as a potential entrenchment/performance misalignment risk; Compensation Committee met only once in FY2024—monitor for sufficient engagement relative to responsibilities .
- Leadership transition: Shift of Compensation Committee chair role to Becker by 2025 from prior chair in 2023 indicates increased influence over pay practices—neutral signal but heightens accountability for pay-for-performance outcomes .
Overall, Becker’s profile supports investor confidence in board oversight of compensation and governance, with a clear legal/compliance skill set and equity-aligned director pay; continued attention to change-in-control equity treatment and committee workload is warranted .