Sarah Rose
About Sarah Rose
Sarah Rose (age 39) is an independent director of Willamette Valley Vineyards (WVVI) serving since 2022; she is in Board Group II with a term ending at the 2027 annual meeting. She holds a Bachelor of Arts in Anthropology from Willamette University and brings 15+ years of marketing, events, and hospitality experience, including large-scale enterprise programs at Microsoft and Amazon via Compass Group. The Board determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willamette Valley Vineyards | Marketing intern; tasting room staff during university | Dates not specified (during Willamette University) | Early familiarity with WVVI brand and customer experience |
| Compass Group at Microsoft | Customer experience: storytelling, events, communications for 40,000 employees | 2015–2022 | Led large-scale campus events and communications programs |
| KNACKSHOP.COM | Senior Marketing Manager | 2022–2023 | Start-up marketing execution |
| University of Washington | Content Strategy Manager | 2023 | Content leadership |
| Compass Group at Amazon | Responsible for enterprise events, marketing, storytelling | 2023–present | Enterprise-scale program management |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Local School PTA | Non-profit | Board member | Community engagement role |
| Other public company boards | Public company | None disclosed | No additional public company directorships disclosed |
Board Governance
- Committee memberships: Not listed on Compensation, Audit, Executive, or Capital Development Committees (no committee indicators next to her name in the director table).
- Independence: Board determined all directors other than James Bernau and James Ellis are independent; Sarah Rose is independent.
- Attendance: Board met 4 times in 2024; each director attended at least 75% of the aggregate of Board and committee meetings for which they served.
- Annual meeting attendance: All then-current directors attended the 2024 annual meeting.
- Nominating function: No separate Nominating Committee; independent directors perform nominating functions.
- Executive sessions: Independent directors held two meetings in 2024.
- Board leadership: President also serves as Chairperson; no Lead Independent Director.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $3,551 | FY 2024 | Director compensation reported for Sarah Rose |
| Stock Awards | - | FY 2024 | No director stock awards in 2024 |
| Option Awards | - | FY 2024 | No director option awards in 2024 |
| Other Compensation | - | FY 2024 | None for Sarah Rose |
| Board Compensation Plan (Cash) | Rate | Effective |
|---|---|---|
| Annual Board stipend | $1,000 | Amended Feb 2024 |
| Board meeting fee | $500 per meeting | Amended Feb 2024 |
| Committee meeting fee | $200 per meeting | Amended Feb 2024 |
Performance Compensation
| Metric/Instrument | Status for Directors (2024) | Notes |
|---|---|---|
| RSUs/PSUs granted to non-executive directors | None | 2025 Plan participation includes directors, but the Non-Executive Director Group shows no awards in the current grant table |
| Options/SARs to directors | None | Company historically has not granted stock options; none outstanding at YE 2024 |
| Performance metrics tied to director pay | None disclosed | Director pay is stipends and meeting fees; no performance metrics stated |
| Clawback coverage | Present | Compensation Committee administers Clawback Policy; 2025 Plan includes clawback language aligned with SEC 10D |
| Change-in-control treatment | Plan-level acceleration possible | 2025 Plan permits vesting acceleration/target vest for performance awards upon certain CIC and qualifying terminations; applicable if directors receive future awards |
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | - | - | No public company interlocks disclosed |
Expertise & Qualifications
- 15+ years in marketing/events across large enterprise environments (Microsoft, Amazon), with storytelling and communications focus; relevant to brand, customer experience, and demand generation.
- Prior hands-on WVVI experience in tasting room operations; useful for consumer and on-premise insights.
- BA in Anthropology (Willamette University); analytical and qualitative research background.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Shares Outstanding Denominator | Pledged/Hedged |
|---|---|---|---|---|
| Sarah Rose (Director) | 5,000 | Less than 1% | 4,964,529 | None pledged as of 12/31/2024 per Insider Trading Policy |
- Outstanding equity awards: None at YE 2024 for company insiders; no director-specific equity outstanding.
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | No delinquency noted for Sarah Rose | Proxy lists late filings for Bernau and Turel only; no issues cited for Sarah Rose. |
| Form 4 transactions (2024) | Not detailed in proxy | Proxy does not enumerate Sarah Rose trades; only delinquency disclosures provided. |
Related Party Transactions
- No related-party transactions involving directors or their immediate family members in FY 2023–2024 (above SEC thresholds).
Governance Assessment
- Strengths: Independent director; attendance at least 75% in 2024; no related-party transactions; low-cost cash-only director compensation; no pledging/hedging. These support investor confidence.
- Alignment: Owns 5,000 shares (<1%); ownership provides some alignment but is modest relative to outstanding shares; company historically grants no equity to directors, and current 2025 Plan table shows no planned grants to non-executive directors.
- Committee engagement: Not currently serving on Audit/Compensation/Executive/Capital Development committees; limits direct influence on key oversight areas.
- Process considerations: No separate Nominating Committee (handled by independent directors) and no Lead Independent Director; governance relies on independence and board processes rather than formal leadership structures.
- Compensation oversight context: Compensation Committee did not meet in 2024; while Clawback Policy exists and will extend under the new equity plan, infrequent committee activity could be seen as a governance caution if persistent.
- Equity plan dilution context: The 2025 Omnibus Equity Incentive Plan reserves 1,241,132 shares (~25% potential dilution) with CIC acceleration features; current grant table is executive-focused (CEO PRSUs) and shows no director awards, but future director grants are possible under plan eligibility.
Overall: Sarah Rose presents as an independent, consumer/marketing-savvy director with solid attendance and no related-party ties. The primary alignment gap is limited director equity participation and modest personal ownership. Monitoring future committee involvement and any director participation in the 2025 Plan will be important for assessing her influence and alignment trajectory.