James Bernau
About James Bernau
James W. Bernau is President and Principal Executive Officer of Willamette Valley Vineyards (WVV), serving as Chairperson of the Board; he resigned as CEO on May 19, 2025 but continues as President/PEO (age 71 as of the 2025 record date) . He founded the estate in 1983 and co-founded WVV in 1988, leading the company for 35+ years and maintaining extensive industry roles including President of the Oregon Winegrowers Association and Chair of state industry committees; he received the industry’s Founder’s Award in March 2005 . Pay-versus-performance disclosures show cumulative TSR of an initial $100 investment at $65.89 (2022), $59.16 (2023), and $37.33 (2024), alongside net losses of $(646.49)k (2022), $(1,198.59)k (2023), and $(117.89)k (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Willamette Valley Vineyards | President; Chairperson; Founder/co-founder | Founder 1983; Co-founded 1988; President since 1988 | Established and led WVV; board leadership continuity |
| National Federation of Independent Businesses (Oregon Chapter) | Director | 1981–Sept 1989 | Small business advocacy; statewide network leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oregon Winegrowers Association | President; Treasurer of PAC | Not disclosed | Industry leadership positions |
| Oregon Wine Advisory Board (State of Oregon) | Chair, Promotions Committee | Not disclosed | State-level industry development role |
| Wine industry recognition | Founder’s Award | March 2005 | Award for service to the industry |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $300,222 | $321,236 | $330,607 |
| Annual Bonus ($) | $0 | $0 | $30,097 |
| All Other Compensation ($) | $91,981 | $87,638 | $90,515 |
| Total ($) | $392,203 | $408,874 | $451,219 |
Performance Compensation
| Year | Metric | Target | Actual Performance | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Pre-tax net income–based bonus formula (5% on first $1.75m; 7.5% above; capped at base salary) | Not disclosed | Not disclosed | $30,097 | Cash; annual |
| 2023 | Pre-tax net income–based bonus formula | Not disclosed | Not disclosed | $0 | Cash; annual |
| 2022 | Pre-tax net income–based bonus formula | Not disclosed | Not disclosed | $0 | Cash; annual |
- The company historically did not grant stock options/RSUs and reported no outstanding equity awards at year-end 2024 and 2023 .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 355,502 | 362,202 | 370,380 |
| Ownership % of Common | 7.2% | 7.3% | 7.5% |
| Options Outstanding | None | None | None reported (latest proxy) |
| Shares Pledged (policy status) | — | None pledged as of 12/31/2024 | — |
- Insider Trading Policy prohibits short sales, hedging/monetization, and transactions in derivatives; pledging is prohibited unless pre-cleared .
- Section 16(a) compliance note: Bernau failed to report two transactions on time for 2024 .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Originally dated Aug 3, 1988; amended Feb 20, 1997; Jan 1998; Nov 2010; Nov 8, 2012 |
| Base Salary Adjustments | Annual increases tied to CPI |
| Annual Bonus | % of pre-tax net income: 5% on first $1.75m; 7.5% above; capped at base salary |
| Benefits | Employer-sponsored 401(k); company-provided housing at Estate house (for convenience/security) |
| Termination | Only for “cause” (defined as non-performance or conviction of a crime) |
| Equity Awards | Historically not granted; none outstanding at YE 2024 |
| Clawback | Compensation Committee administers company clawback policy; 2025 Plan includes SEC 10D-1 recoupment |
| Change-in-Control (2025 Plan) | Plan administrator may accelerate unvested awards at CIC; if terminated without cause or resigns for good reason within 24 months post-CIC, time-vest accelerates and performance-vest vests at target; plan prohibits repricing without shareholder approval |
Board Governance
| Topic | Details |
|---|---|
| Board Service | Director Group I; current term ends at 2026 annual meeting |
| Roles | Chairperson of the Board; President; member, Executive Committee |
| Committee Memberships | Executive Committee; not listed as Audit/Compensation committee member |
| Independence | Determined “not independent” (Bernau and Ellis); others independent |
| Board Leadership | Combined Chairperson and President roles for Bernau; Board cites experience as rationale; no Lead Independent Director |
| Executive Sessions | Independent directors held two meetings in 2024 |
| Attendance | Each director attended ≥75% of aggregate Board/committee meetings in 2024 |
| Director Pay | Employee-director Bernau’s pay reported in executive compensation, not in director compensation table |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $65.89 | $59.16 | $37.33 |
| Net Income (Loss) ($000s) | $(646.49) | $(1,198.59) | $(117.89) |
- Leadership transition: Mike Osborn appointed CEO effective May 19, 2025; Bernau continues as President/PEO .
- Related party transactions: none in 2023 and 2024 above threshold .
Compensation Committee Analysis
- Composition: Cara Pepper Day; Stan G. Turel; both independent; no meetings reported in 2024; no compensation consultant engaged .
- Charter available on company website; committee reviews executive compensation and administers clawback policy; executive officers do not set their own compensation .
Director Compensation (Board Program Overview)
- Board compensation plan: $1,000 annual stipend, $500 per Board meeting, $200 per committee meeting (as amended Feb 2024); members may elect to forgo compensation .
- Director fees for 2024 (excluding employee-director Bernau) disclosed in proxy .
Risk Indicators & Red Flags
- Combined Chair + President roles; no Lead Independent Director designated .
- Insider reporting: Bernau had two late Form 4 transactions for 2024 .
- Equity plan dilution: 1,241,132 shares reserved under 2025 Omnibus Equity Plan (~25% potential dilution vs 4,964,529 shares outstanding), subject to shareholder approval .
- Anti-hedging/pledging: prohibitions in policy; no pledges by directors/executives as of 12/31/2024 .
Compensation Structure Observations
- Cash-heavy pay mix (salary + benefits) with formula bonus tied to profitability; no equity awards granted/ outstanding through YE 2024 .
- Bonus paid in 2024 ($30,097) despite a net loss, consistent with pre-tax formula mechanics and cap at base salary .
- 2025 Omnibus Plan introduces potential future equity awards and CIC acceleration, altering risk/retention dynamics compared to historical practice .
Investment Implications
- Alignment: Bernau’s rising beneficial stake (7.2%→7.3%→7.5% from 2023–2025) supports skin-in-the-game; policy bans hedging/pledging, and none pledged as of 12/31/2024 .
- Pay-for-performance: Bonus tied to pre-tax profitability with cap; cash-heavy compensation and absence of equity historically limit long-term stock-based alignment, though the 2025 Plan could add equity incentives and double-trigger CIC protection going forward .
- Governance: Combined Chair/President roles and absence of a Lead Independent Director suggest concentrated leadership influence; board asserts independence of committees and majority of directors .
- Dilution/overhang: New plan reserves ~25% of outstanding shares, potentially dilutive but aimed at retention and performance incentives; monitor grants, performance conditions, and CIC terms for acceleration risk .
- Trading signals: Late Section 16 filings are a minor compliance flag; lack of outstanding equity awards reduces near-term forced-selling pressure from vesting; watch for equity issuance under the 2025 Plan and any insider activity updates .