Jenele Grassle
About Jenele C. Grassle
Independent director of Winmark Corporation since January 2001 (approx. 24 years of service), age 65, with a background in retail merchandising, operations, and marketing; currently Associate Director, Alumni Career Services at St. Olaf College . The Board has determined she is independent under NASDAQ rules, and the Board is majority independent . In fiscal 2024, the Board met four times and all directors attended at least 75% of Board and committee meetings and attended the Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluestem Brands, Inc. | Vice President, Merchandising | Jun 2012 – Mar 2017 | Retail merchandising leadership |
| Aimia (formerly Carlson Marketing) | Vice President, Merchandising | May 2008 – Dec 2011 | Merchandising for loyalty/marketing context |
| ValueVision Media, Inc. (ShopNBC) | VP/General Merchandise Manager; VP, Jewelry; Divisional Merchandise Manager (RTW, Accessories, Cosmetics) | Feb 2005 – Apr 2008 | Broad merchandising and category leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Olaf College | Associate Director, Alumni Career Services | Current | Higher-ed career services role |
- No other public company directorships are disclosed in her biography (contrast: other nominees list external boards when applicable) .
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent director; Board majority independent |
| Committee assignments (2024) | Compensation Committee member; Nominating Committee member |
| Committee chairs | Compensation: Amy C. Becker (Chair); Nominating: Gina D. Sprenger (Chair); Audit: Percy C. Tomlinson (Chair) |
| Lead Independent Director | Percy C. (Tom) Tomlinson, Jr. serves as Lead Director |
| Meetings and attendance | Board held 4 meetings; all directors ≥75% attendance; all directors attended the Annual Meeting |
| Committee activity (FY 2024) | Audit: 4 meetings; Compensation: 1 meeting; Nominating: 1 meeting |
| Term limit guideline | Board adopted 15-year term limit guideline in 2022; one independent nominee exceeds 15 years but is recommended for re-election (applies to long-tenured directors like Ms. Grassle) |
| Hedging/derivatives | Directors/officers prohibited from hedging or engaging in derivative transactions in Winmark securities |
| Director stock options—CIC vesting | All outstanding and unvested director options become immediately exercisable upon a change in control |
| Related party transactions | None reportable in fiscal 2024; formal policy requires Audit Committee review/approval |
| Section 16 compliance | All directors and officers met filing requirements in 2024 |
Fixed Compensation
| Component | FY2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $42,500 | FY2024 rate |
| Meeting fees | $1,000 per Board/Comp/Nominating meeting; $2,000 per Audit meeting | FY2024 rates |
| Lead Director retainer | +$5,000 | Not applicable to Ms. Grassle |
| 2025 cash retainer change | $45,000 | Effective FY2025 |
| Ms. Grassle — Fees earned (FY2024) | $48,500 | As reported |
Performance Compensation
| Grant/Metric | Details |
|---|---|
| Annual equity vehicle | Non-employee director stock options under 2020 Stock Option Plan |
| FY2024 equity cadence | 300 options in June 2024 and 300 options in December 2024 to each current non-employee director |
| Exercise price | $355.90 (June 1, 2024 grants); $400.97 (Dec 9, 2024 grants) |
| Vesting | 25% per year over 4 years; 10-year term |
| Change-in-control | Unvested options accelerate on change in control |
| Ms. Grassle — Option awards (fair value, FY2024) | $59,286 |
| Ms. Grassle — Total director comp (FY2024) | $107,786 |
Other Directorships & Interlocks
- Compensation Committee interlocks: none .
- Other public company boards for Ms. Grassle: none disclosed in proxy biography .
Expertise & Qualifications
- Retail merchandising, operations, and marketing leadership across multi-category retail and e-commerce environments (Bluestem, Aimia/Carlson Marketing, ValueVision/ShopNBC) .
- Brings retail domain expertise to Compensation and Nominating oversight (committee assignments) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jenele C. Grassle | 13,929 | <1% | Includes 11,429 shares acquirable within 60 days via options |
- Director option holdings by plan: as of Dec 28, 2024, Ms. Grassle held options to purchase 13,620 shares under the Nonemployee Director Stock Option Plan .
- Pledging: Proxy discloses hedging prohibition for directors/officers; no specific pledging provision is referenced in the cited sections .
Governance Assessment
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Strengths
- Independence and long retail-operating track record align with Winmark’s franchised retail model; active roles on Compensation and Nominating committees support governance oversight .
- Strong basic governance hygiene: hedging prohibition; no related-party transactions in 2024; Section 16 compliance .
- Director-pay structure predominantly fixed cash plus time-vested options; CIC double-trigger-like acceleration for options signals standard board alignment practices .
- Shareholder responsiveness: expanded outreach and significant Say-on-Pay support in 2024 (95% in favor), with adoption of a clawback policy noted in 2023 disclosures—positive for investor confidence .
-
Watch items
- RED FLAG (Tenure/Term limits): Board guideline is 15 years for independent directors; at least one independent nominee exceeding 15 years is recommended for re-election—Ms. Grassle’s tenure (since 2001) is a clear exception that investors may scrutinize for refreshment and independence over time .
- Committee cadence: Compensation and Nominating Committees met once each in FY2024; while not inherently problematic, low meeting frequency could raise engagement questions if persistent given evolving governance expectations .
- Transparency: The proxy details a hedging ban but does not, in the cited sections, enumerate a pledging policy; investors often prefer explicit anti-pledging language .
-
Contextual governance signals
- Say-on-Pay approval improved notably: 65.9% (2022), 80.2% (2023), 95.0% (2024); company reports broad investor engagement and feedback incorporation (including adoption of a clawback policy) .
Appendix: Shareholder Votes and Engagement (Context)
| Item | Data |
|---|---|
| Say-on-Pay outcomes | 2022: 65.9%; 2023: 80.2%; 2024: 95.0% (percent of votes cast for/against) |
| 2024 engagement | Contacted 22 holders (71% ownership); 10 live conversations (30%); summarized feedback positive on compensation alignment |
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