Jewett-Cameron (JCTC) appoints Scott Kotarba to board and updates Audit Committee
Rhea-AI Filing Summary
Jewett-Cameron Trading Company Ltd. appointed Scott Kotarba to its Board of Directors effective August 10, 2026, filling the vacancy created by Ian Wendler’s retirement on July 31, 2026. Kotarba is Managing Member of Kotarba Partners & Co., with a background in investment banking and private equity, and has consulted for the company since April 2026.
As a director, he will receive $12,000 annually and 25 restricted shares of common stock per quarter under the Directors Compensation Policy. The company states his prior consulting compensation did not exceed $120,000. Independent Director Subriana Pierce was appointed to the Audit Committee effective August 7, 2026, giving the committee three independent directors, as required by NASDAQ Rule 5605-3. The Board now has five members, three of whom are independent directors.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Annual director cash compensation: $12,000 annually
Quarterly restricted shares: 25 restricted shares per quarter
Consulting compensation cap: $120,000
+5 more
8 metrics
Annual director cash compensation
$12,000 annually
Cash compensation for Scott Kotarba’s service as a Board Member
Quarterly restricted shares
25 restricted shares per quarter
Equity compensation to Scott Kotarba under Directors Compensation Policy
Consulting compensation cap
$120,000
Kotarba’s consulting compensation did not involve amounts in excess of this figure
Audit Committee independent members
3 independent directors
Audit Committee composition effective August 7, 2026 under NASDAQ Rule 5605-3
Board size
5 members
Total Board of Directors after Kotarba’s appointment, with three independent directors
Effective date of board appointment
August 10, 2026
Effective date of Scott Kotarba’s appointment to the Board
Audit Committee appointment date
August 7, 2026
Effective date of Independent Director Subriana Pierce’s appointment to the Audit Committee
Director vacancy date
July 31, 2026
Date of Ian Wendler’s retirement creating the Board vacancy
Key Terms
Independent Director, Audit Committee, NASDAQ Rule 5605-3, Chartered Financial Analyst, +1 more
5 terms
Independent Director regulatory
"Independent Director Subriana Pierce has been appointed to the Audit Committee"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee regulatory
"Independent Director Subriana Pierce has been appointed to the Audit Committee effective August 7, 2026"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
NASDAQ Rule 5605-3 regulatory
"three independent directors as required by NASDAQ Rule 5605-3"
Chartered Financial Analyst financial
"Mr. Kotarba is a Chartered Financial Analyst® and received his Bachelor"
A Chartered Financial Analyst (CFA) is a professional credential awarded to people who pass a series of demanding exams and meet work and ethical requirements in investments and financial analysis. For investors, a CFA serves like a certified mechanic for money — a signal that the adviser or manager has tested knowledge, a disciplined approach, and an ethical commitment, which can make investment advice and portfolio decisions more trustworthy.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Jewett-Cameron (JCTC) disclose on August 10, 2026?
Jewett-Cameron appointed Scott Kotarba to its Board of Directors effective August 10, 2026, filling the vacancy created by Ian Wendler’s retirement on July 31, 2026. He brings investment banking and private equity experience.
What compensation will new director Scott Kotarba receive at Jewett-Cameron (JCTC)?
Scott Kotarba will receive $12,000 annually plus 25 restricted shares of Jewett-Cameron common stock per quarter, in line with the company’s Directors Compensation Policy. His earlier consulting compensation did not exceed $120,000.
What is Scott Kotarba’s background as described by Jewett-Cameron (JCTC)?
Scott Kotarba is Managing Member of Kotarba Partners & Co. and previously worked in investment banking at Bank of America Merrill Lynch and as a principal investor at firms including Genstar Capital and Broadreach Capital. He is a Chartered Financial Analyst charterholder.
How did Jewett-Cameron (JCTC) change its Audit Committee composition?
Independent Director Subriana Pierce was appointed to the Audit Committee effective August 7, 2026. The Audit Committee now consists of three independent directors, aligning with NASDAQ Rule 5605-3 requirements for independence.
How many independent directors does Jewett-Cameron’s (JCTC) board currently have?
Jewett-Cameron’s Board of Directors currently has five members, of whom three are Independent Directors. With Scott Kotarba joining as a non-independent director, the board maintains a majority of independent members.
Since when has Scott Kotarba been involved with Jewett-Cameron (JCTC)?
Scott Kotarba has been a consultant to Jewett-Cameron since April 2026, providing strategic and financial advisory services. The company states his consulting compensation did not involve amounts in excess of $120,000.