Mike Osborn
About Mike Osborn
Michael (Mike) Osborn, age 56, became Chief Executive Officer of Willamette Valley Vineyards on May 19, 2025, after founding Wine.com (originally eVineyard) in 1998 and serving as its EVP through May 2025 . He can work remotely from Virginia with significant travel to Oregon, and reports to the Board Chair . Company performance preceding his tenure shows 3-year Pay vs Performance data: TSR values (value of a fixed $100 investment) of $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) .
| Company Performance Snapshot (pre-CEO tenure) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $65.89 | $59.16 | $37.33 |
| Net Income (Loss), $000s | $(646.49) | $(1,198.59) | $(117.89) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wine.com (eVineyard) | Founder; Executive Vice President | 1998–May 2025 | Built supplier/wholesaler/merchandising platform at the leading U.S. DTC wine retailer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wine Business Institute, Sonoma State University | Board Member | Jun 2016–present | Industry-academic governance; wine business education advisory |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $425,000 per year through Dec 31, 2026; CPI‑W upward adjustment beginning Jan 1, 2027; further increases at company discretion |
| Target Incentive Bonus (TIB) | 5% of company pre‑tax income above $3.5 million, capped at 25% of base salary; 2025 bonus pro‑rated from May 19 start date; payable only if employed and not in breach at payment |
| Benefits/Expenses | Eligible for executive benefit programs; reimbursed for business travel from Virginia (lodging in OR generally excluded except special events) |
Performance Compensation
| Award Type | Grant/Eligibility | Metric | Target/Condition | Payout/Vesting | Notes |
|---|---|---|---|---|---|
| Hiring Stock Award | 15,000 common shares within 90 days of May 19, 2025, subject to Board approval | Service | Employed and not in breach at grant | Shares issued (no exercise price) | 15,000 shares ≈ future ~0.3% of 4,964,529 outstanding if fully granted (illustrative) |
| Annual PRSUs | 7,000 PRSUs on each annual anniversary of start for 10 years while CEO | Service | Employed and not in breach on each anniversary | Each award vests fully one year from grant | Subject to the equity plan/award terms |
| Long‑Term PRSUs | 200,000 PRSUs; eligible to vest in equal time‑based installments annually from years 5–10, plus price hurdles | Time + Share Price | Time: remain employed through each vest date years 5–10; Price: average share price on Nasdaq for any 3‑month period in a year ≥ $12/$15/$20/$25 (each tranche = 50,000) | Tranche vests upon meeting both service and corresponding price hurdle within the long‑term period | If a Change in Control delivers per‑share values at/above thresholds, price conditions deemed satisfied (time condition still governed by plan/award terms) |
| Equity Plan Economics (Share Reserve) | 2025 Omnibus Equity Incentive Plan reserves 1,241,132 shares (≈25% potential dilution vs 4,964,529 shares outstanding) | — | — | — | Board seeks to use equity to attract/retain talent; no historical options outstanding pre‑plan |
| New CEO Equity Valuation (Disclosure Basis) | Total potential equity under agreement summarized as 285,000 units valued at $1,630,200 using $5.72 record‑date price | — | — | — | Subject to shareholder approval of the 2025 Plan |
| Plan/Clawback/COC Protections | Terms |
|---|---|
| Anti‑hedging/pledging | Short sales, hedging, and derivatives prohibited; margin/pledging prohibited unless pre‑cleared; as of 12/31/24, no directors or executive officers had pledged shares |
| Plan COC Treatment | Discretionary acceleration; if terminated without cause or resigns for good reason within 24 months post‑CoC: time‑vesting accelerates, performance‑vesting vests at target |
| Company Clawback | SEC/Nasdaq‑compliant clawback policy to recover erroneously awarded incentive comp for 3 completed fiscal years preceding a restatement (no fault required) |
| Plan Clawback | Awards subject to recovery consistent with Section 10D and related rules |
Equity Ownership & Alignment
| Beneficial Ownership (Record Date: May 8, 2025) | Shares | % of Outstanding |
|---|---|---|
| Mike Osborn (CEO) | — | <1% |
| Shares Outstanding (Common) | 4,964,529 | — |
- Forthcoming equity: 15,000 common shares within 90 days of start; 7,000 PRSUs annually for 10 years; 200,000 PRSUs with time and price conditions (see Performance Compensation) .
- Stock ownership guidelines: not disclosed in filings reviewed. Pledging is restricted; none pledged by executives as of 12/31/24 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Start/Role | CEO effective May 19, 2025; reports to Chair; remote from Virginia with significant travel |
| Term/At‑Will | Employment can be terminated by company with/without Cause; executive can resign with notice |
| Good Reason | Material base salary reduction (≥15%) excluding broad programs; material adverse change in title/duties; material TIB target reduction; relocation triggers (>50 miles) with notice/cure; exclusions around CoC if role remains substantially the same |
| Severance | If terminated without Cause or resigns for Good Reason: 4 months’ base if <1 year of service; 12 months’ base if ≥1 year; COBRA premium reimbursement up to severance period; subject to release |
| Non‑Compete | 12 months post‑termination; global scope; covers (1) any Oregon winery; (2) suppliers with ≥25% production from Oregon; and (3) U.S. wine businesses with Pinot Noir ≥25% of volume; passive public stakes ≤5% allowed |
| Non‑Solicit | 12 months; no recruiting employees or soliciting key partners/suppliers |
| Dispute Resolution | Mandatory arbitration (JAMS) under FAA; venue Portland, OR or agreed U.S. location |
| Indemnification | As provided by bylaws/articles and applicable law; D&O insurance coverage per policies |
| Outside Activities | Board service requires Chair consent; personal investments allowed if not interfering |
Investment Implications
- Pay-for-performance alignment with clear hurdles: cash bonus only above $3.5m pre‑tax income and long‑dated equity tied to share‑price targets of $12/$15/$20/$25 plus five-to-ten‑year service, creating strong incentives for profitable growth and sustained TSR improvement relative to the $5.72 record‑date price .
- Retention architecture: 10 years of annual PRSUs and a 5–10 year LTIP, plus a 12‑month non‑compete and 12‑month non‑solicit, lower near‑term flight risk but concentrate vesting “liquidity events” around anniversaries and, if triggered, upon change‑of‑control double‑trigger acceleration .
- Dilution and overhang: the 2025 Plan reserves 1,241,132 shares (~25% of current outstanding) to fund long‑term incentives, a meaningful overhang in a thinly traded microcap that should be monitored alongside actual Form 4 activity and issuance pacing .
- Governance and risk controls: anti‑hedging/pledging restrictions, an SEC‑compliant clawback, and clear timing rules for awards around MNPI reduce misalignment and headline risk; the Compensation Committee is independent, though it did not meet in 2024 ahead of the 2025 equity plan overhaul .
- Alignment today vs ownership tomorrow: Osborn held <1% at the May 2025 record date, but forthcoming share/RSU grants will build alignment over time; no pledging by executives as of year‑end 2024, and any pledging requires pre‑clearance .
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