Stan Turel
About Stan G. Turel
Stan G. Turel, age 76, is an independent director of Willamette Valley Vineyards (WVVI), serving on the Board since November 1994; he is currently in Group II with a term ending at the 2027 annual meeting . His background spans accounting, small-business management, real estate, and tax advisory; he is President of Turel Enterprises (real estate management) and Columbia Pacific Tax in Bend, Oregon, and previously was Principal/CEO of Columbia Turel (formerly Columbia Bookkeeping, Inc.) from 1974–2001 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Turel (formerly Columbia Bookkeeping, Inc.) | Principal and CEO | 1974–2001 | Led accounting/bookkeeping firm with ~26,000 annual tax clients, including ~4,000 small-business clients |
| Cable TV companies (two entities) | Majority owner/operator | 1980s–1990s | Built and sold to several public corporations |
| State/local government bodies | Member/positions held | Not disclosed | Former delegate to White House Conference on Small Business; served on several state/local committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Turel Enterprises | President | Current | Manages own real estate properties in OR, WA, ID |
| Columbia Pacific Tax (Bend, OR) | President | Current | Tax services |
| Other public company boards | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Executive Committee member; Capital Development Committee member .
- Chair roles: Not disclosed for Turel; Audit Committee Chair is Sean Cary; Turel serves as a member (not chair) .
- Independence: Board determined all directors except Bernau and Ellis are independent; thus Turel is independent under SEC/Nasdaq standards .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee held four meetings (each attended by at least two members) .
- Executive sessions/nomination: Independent directors (no separate nominating committee) held two meetings in 2024 .
- Board leadership: Chair and President roles combined (Bernau); Board cites ability of independent directors to convene sessions; no lead independent director designated .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Turel) | $2,350 | Disclosed in Director Compensation table |
| Stock Awards | $0 | None awarded to directors in 2024 |
| Option Awards | $0 | None awarded to directors in 2024 |
| Non-Equity Incentive Plan Comp. | $0 | Not applicable to directors |
| All Other Compensation | $0 | Not disclosed for Turel (only Ellis had “All Other”) |
| Board Compensation Plan Terms | Rate | Comment |
|---|---|---|
| Annual Board stipend | $1,000 | Per director per year |
| Board meeting fee | $500 per meeting | Cash per Board meeting |
| Committee meeting fee | $200 per meeting | Cash per committee meeting |
The Compensation Committee did not meet in 2024; Capital Development and Executive Committees also did not meet in 2024; Audit Committee met four times in 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Equity/option awards to directors in 2024 | None disclosed |
| Performance metrics tied to director compensation | None disclosed |
| Clawback policy | Compensation Committee administers company clawback policy; 2025 Plan includes recoupment provisions consistent with SEC Rule 10D |
| 2025 Omnibus Equity Incentive Plan (eligibility) | Directors are an eligible class (7 directors); Non-Executive Director Group shows no specific awards in “New Plan Benefits” table |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Turel |
Expertise & Qualifications
- More than 20 years of accounting and business management experience; prior leadership of a large regional tax/bookkeeping firm serving ~26,000 tax clients and ~4,000 small businesses .
- Entrepreneurship/operations experience in media infrastructure (cable TV) with successful exits to public companies .
- Public service exposure: delegate to the White House Conference on Small Business; roles on state/local committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stan G. Turel (Director) | 16,827 | <1% | As of record date; shares outstanding 4,964,529 |
| Shares pledged as collateral | None | — | As of 12/31/2024 no directors/officers had pledged shares; hedging and short sales prohibited |
| Options/RSUs outstanding | None | — | No outstanding equity awards at 12/31/2024 |
Governance Assessment
- Committee breadth: Turel serves on Audit, Compensation, Capital Development, and Executive Committees, indicating broad governance involvement (not a chair) .
- Independence and attendance: Classified independent; attended at least 75% of Board/committee meetings; Audit Committee met four times in 2024 .
- Section 16(a) compliance issue: Turel failed to report five transactions on time across two Forms 4—disclosed as a delinquency for 2024. RED FLAG .
- Related-party transactions: None involving directors/executives above disclosure thresholds in 2023–2024, per company policy requiring disinterested Board approval. Positive signal .
- Board structure context: No separate nominating committee; independent directors handle nominations; combined Chair/President roles; no lead independent director .
- Alignment/hedging: Insider trading policy prohibits hedging/shorts; none of the directors/officers had pledged shares as of 12/31/2024 .
- Equity program dilution context: 2025 Omnibus Plan reserves 1,241,132 shares (~25% of outstanding) for awards; directors are eligible participants; monitoring implementation and any director grants is warranted .
Board Governance (Committee Details)
| Committee | Members | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Sean Cary (Chair), Craig Smith, Stan Turel | 4 | Smith designated “audit committee financial expert” |
| Compensation | Cara Pepper Day, Stan Turel | 0 | No meetings in 2024; Committee independent; administers clawback and, subject to vote, the 2025 Plan |
| Capital Development | Craig Smith, Stan Turel | 0 | Reviews capital projects; no meetings in 2024 |
| Executive | Bernau, Ellis, Smith, Turel | 0 | No meetings in 2024 |
Insider Trading and Compliance
- Insider trading/hedging policy: Prohibits short sales, hedging/monetization, and derivatives; pledging/margin requires pre-clearance; no pledges by directors/officers as of 12/31/2024 .
- Section 16(a) filing compliance: Turel had five late-reported transactions (two Forms 4) for 2024. RED FLAG .
Director Compensation (Detail)
| Metric (2024) | Amount | Source |
|---|---|---|
| Cash fees (Turel) | $2,350 | |
| Stock awards | $0 | |
| Option awards | $0 | |
| Non-equity incentive | $0 | |
| All other comp. | $0 | |
| Board stipend policy | $1,000/year | |
| Board meeting fee | $500/meeting | |
| Committee meeting fee | $200/meeting |
Tenure and Term Status
- First joined Board: November 1994 .
- Current classification/term: Group II; term ends at the 2027 annual meeting .
- 2024 annual meeting attendance: All then-current directors attended .
Related-Party Transactions
- Company reports no related-party transactions involving directors/executives (above disclosure thresholds) in 2023–2024; any such transactions require disinterested Board approval and third-party-equivalent terms .
Say-on-Pay and Shareholder Voting Context (2025 Proxy)
- 2025 Annual Meeting agenda: Elect one director (Ellis), ratify Moss Adams (auditors), approve 2025 Omnibus Equity Incentive Plan .
- Directors eligible under 2025 Plan: Class includes 7 directors; Non-Executive Director Group shows no specified awards in new plan benefits table .
Summary Signals for Investors
- Breadth of oversight: Multi-committee membership (Audit/Compensation/Capital/Executive) supports board effectiveness for financial, pay, and capital decisions .
- Alignment and risk controls: No director pledging; hedging prohibited; no director equity awards in 2024; monitor potential director awards under 2025 Plan and associated dilution .
- Compliance red flag: Section 16(a) filing delinquencies (five late-reported transactions) for Turel in 2024 warrant attention to reporting rigor .