Sean Cary
About Sean M. Cary
Independent director of Willamette Valley Vineyards (WVVI) since July 2007; age 51 as of the 2025 proxy record date. A finance leader by training, he serves as CFO of Pacific Excavation, Inc.; prior roles include CFO of CBT Nuggets, LLC; Corporate Controller at National Warranty; CFO of Cascade Structural Laminators; Controller at WVVI; and U.S. Air Force Financial Officer. He holds an MBA from the University of Oregon and a B.S. in Management from the U.S. Air Force Academy .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Pacific Excavation, Inc. | Chief Financial Officer | Not disclosed | Financial leadership |
| CBT Nuggets, LLC | Chief Financial Officer | Not disclosed | Finance and operations |
| National Warranty Corporation | Corporate Controller | Not disclosed | Accounting controls |
| Cascade Structural Laminators | Chief Financial Officer | Not disclosed | Finance oversight |
| Willamette Valley Vineyards | Controller (prior to board service) | Not disclosed | Internal finance |
| U.S. Air Force | Financial Officer | Not disclosed | Government finance |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in 2024–2025 proxies . |
Board Governance
- Committee assignments: Audit Committee Chair (2024 fiscal year; designated “Chairperson” in 2025 proxy); members: Cary (Chair), Craig Smith, Stan Turel .
- Financial expert: Craig Smith is designated as the Audit Committee financial expert, not Cary .
- Other committees: Cary is not listed on the Compensation Committee, Capital Development Committee, or Executive Committee .
- Independence: Board determined Cary is independent (all directors except James W. Bernau and James L. Ellis are independent) .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee held four meetings in 2024 (each with at least two members present) .
- Executive sessions: Independent directors held two meetings in 2024 .
- Leadership structure: CEO/President also serves as Board Chair; no lead independent director (Board considers one unnecessary) .
Fixed Compensation
| Component | 2023 | 2024 | Source |
|---|---|---|---|
| Fees earned or paid in cash – Sean M. Cary | $2,050 | $3,100 | |
| Stock awards | — | — | |
| Option awards | — | — | |
| Non-equity incentive comp | — | — | |
| All other comp | — | — |
| Director Compensation Plan Elements (Board-wide) | Terms | Effective/Notes |
|---|---|---|
| Annual Board stipend | $1,000 per director | Amended February 2024 |
| Per Board meeting | $500 per meeting | Amended February 2024 |
| Per committee meeting | $200 per meeting | Amended February 2024 |
| Per diem and wine allowance | Approved | Noted in 2024 proxy |
Performance Compensation
| Metric/Instrument | Detail | Source |
|---|---|---|
| Equity awards to non-employee directors | None disclosed for 2023–2024; no director awards pre-approved under 2025 Plan “New Plan Benefits” | |
| Options historically | Company states it has historically not granted stock options; none outstanding at 12/31/2024 | |
| Director performance metrics tied to pay | None disclosed |
Other Directorships & Interlocks
| Person | Other Public Company Boards | Committee Roles Elsewhere | Interlocks/Conflicts |
|---|---|---|---|
| Sean M. Cary | None disclosed | Not disclosed | None disclosed in related-party or governance sections |
Expertise & Qualifications
- Finance and accounting expertise from multiple CFO and controller roles; U.S. Air Force financial officer background .
- Education: MBA (University of Oregon); B.S. in Management (U.S. Air Force Academy) .
- Audit oversight: Chairs Audit Committee; Audit Committee conducted four meetings in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of | Notes |
|---|---|---|---|---|
| Sean M. Cary (Director) | 5,200 | <1% | Record date May 8, 2025 | Total shares outstanding 4,964,529 . “Less than one percent” noted in table . |
| Pledging of shares | None by any director or executive officer as of 12/31/2024 | — | 12/31/2024 | Per insider trading/anti-hedging policy status disclosure . |
Insider Trades & Compliance
| Item | Status | Period | Source |
|---|---|---|---|
| Section 16(a) filing timeliness – Sean M. Cary | No delinquencies disclosed | FY2024 | Late filings cited for Bernau and Turel only . |
| Hedging/short sales/derivatives | Prohibited for officers and directors under policy | Policy in force; as of 12/31/2024 | |
| Pledging | Prohibited unless pre-cleared; none pledged by directors/executives as of 12/31/2024 | FY2024 |
Governance Assessment
-
Positives
- Independent director since 2007 with deep finance background; currently Audit Committee Chair – a strong alignment with WVVI’s needs amid continuing net losses and audit complexity .
- Solid engagement indicators: Board-wide 75%+ attendance; Audit Committee met quarterly; independent directors held executive sessions (two in 2024) .
- Clean conflicts profile: No related-party transactions involving directors/officers in 2023–2024; no pledging; insider trading policy prohibits hedging/derivatives .
- Modest director pay, fully in cash; clear meeting-based structure supports pay-for-service alignment; Cary also holds 5,200 shares, providing some skin-in-the-game .
-
Watch items / potential red flags
- Board leadership combined (Chair/President); no lead independent director – limits independent counterbalance; Cary’s effectiveness as Audit Chair helps, but structural risk remains .
- Audit Committee attendance noted as “at least two members” per meeting (not necessarily all three every time), though all directors met the 75% threshold .
- Compensation Committee did not meet in 2024 (board-level process concern, albeit not on Cary’s committee) .
-
Overall implication
- Cary’s Audit Chair role, independence, and finance pedigree are governance positives for investor confidence. Structural governance (combined Chair/President; no LID) and limited Compensation Committee activity temper the overall assessment but are not directly attributable to Cary .