James Ellis
About James Ellis
James L. Ellis (age 80) has served as a director of Willamette Valley Vineyards since July 1991; he retired from full-time duties in 2009 and currently serves as the Company’s ombudsman, working part-time on selected projects . Ellis previously held senior roles at WVVI including Director of Human Resources (1993–2009), Secretary (1997–2009), and Vice President/Corporate (1998–2009), bringing over 40 years of business experience to the board . The Board has determined that Ellis is not independent under NASDAQ/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willamette Valley Vineyards (WVVI) | Director | Since July 1991 | Member, Executive Committee |
| Willamette Valley Vineyards (WVVI) | Ombudsman (part-time) | 2009–present | Administrator for potential employee complaints (see compensation notes) |
| Willamette Valley Vineyards (WVVI) | Director of Human Resources | 1993–2009 | Senior management role |
| Willamette Valley Vineyards (WVVI) | Secretary | 1997–2009 | Corporate governance function |
| Willamette Valley Vineyards (WVVI) | Vice President/Corporate | 1998–2009 | Senior leadership |
| Kenneth L. Fisher, Ph.D. & Associates | Partner | 1990–1992 | Management consulting |
| R.A. Kevane & Associates | Vice President and General Manager | 1980–1990 | Personnel consulting leadership |
| Christian Brothers of California | Member and Administrator | 1962–1979 | Wine industry operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in proxy |
Board Governance
- Board group and term: Group III; term ended at 2025 annual meeting; nominated for a new term ending 2028 .
- Independence: Not independent (only Bernau and Ellis are non-independent) .
- Committees: Executive Committee member; not on Audit or Compensation Committees .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings .
- Annual meeting attendance: All then-current directors attended the 2024 annual meeting .
- Nominating functions: Conducted by independent directors; independent directors met twice in 2024 .
- Lead Independent Director: None; independent directors can call executive sessions .
2025 Shareholder Vote Outcome (signal of investor confidence)
| Item | Year | Votes For (number) | Votes For (%) | Votes Withheld (number) | Votes Withheld (%) |
|---|---|---|---|---|---|
| Election of James Ellis | 2025 | 1,847,622 | 59.50% | 1,257,770 | 40.50% |
Fixed Compensation
| Metric (USD) | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned/Paid in Cash | $11,250 | $2,150 | $3,250 |
| All Other Compensation | $450 | $9,446 | $9,865 |
| Total | $11,700 | $11,596 | $13,115 |
- Board Compensation Plan includes: $1,000 annual stipend, $500 per Board meeting, and $200 per committee meeting; per diem and wine allowance; directors may elect not to receive any components .
- “All Other Compensation” for Ellis is a monthly stipend for ongoing consultation services and serving as administrator of potential employee complaints .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards | – | – |
| Option Awards | – | – |
| Non‑Equity Incentive Plan Compensation | – | – |
| Deferred Compensation Earnings | – | – |
| Equity awards to non‑executive directors under 2025 Plan | None disclosed (Non‑Executive Director Group shows “–”) |
The Compensation Committee administers the Company’s Clawback Policy and the 2025 Omnibus Equity Incentive Plan (if approved). The 2025 Plan includes change‑in‑control vesting discretion and clawback provisions applicable to executive officers per Exchange Act Section 10D .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Ellis |
| Private/non‑profit/academic boards | Not disclosed |
| Internal interlocks | Executive Committee: Bernau, Ellis, Smith, Turel |
| Potential overlaps with suppliers/customers/competitors | Not disclosed |
Expertise & Qualifications
- Deep WVVI institutional knowledge from senior management roles and long service; ombudsman experience (employee complaint administration) .
- Business and HR leadership background across consulting and wine industry operations (Christian Brothers) .
- Not designated as Audit Committee financial expert (Craig Smith holds that designation) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 19,865 |
| Ownership as % of shares outstanding | Less than 1% |
| Shares outstanding (record date) | 4,964,529 |
| Pledged shares | None for directors/executives as of Dec 31, 2024 |
| RSUs/Options held | No director stock/option awards disclosed for 2023–2024 |
Governance Assessment
- RED FLAG: Non‑independent director with very long tenure and membership on the Executive Committee, reducing independent oversight cadence .
- RED FLAG: 2025 election saw 40.5% withhold votes, indicating notable shareholder dissatisfaction and confidence risk .
- Compensation alignment: Director pay is primarily cash; no equity grants, limiting direct shareholder alignment; “All Other Compensation” reflects consulting/ombudsman stipend tied to management processes .
- Positive: No related‑party transactions disclosed in 2023–2024; transactions require disinterested Board approval on third‑party terms .
- Positive: Insider trading and anti‑hedging policy prohibits short sales/hedging/margin purchases; no pledging by directors/executives as of year‑end 2024 .
- Committee governance: Ellis is not on Audit or Compensation Committees; Compensation Committee did not meet in 2024 and engaged no consultants; Audit Committee met four times in 2024 and has a designated financial expert (Smith) .