Timothy Mahoney
About Timothy Mahoney
Timothy Mahoney (age 68) has served as an independent director of Agrify since December 2020. He is the owner of Caribou LLC (founded 2009) and founder/Chief Political Strategist at Cannae Policy Group (founded 2013); prior roles include U.S. Representative (FL-16, 2007–2009) and co-founder of vFinance (which acquired National Holdings Corporation). He holds a BA in Computer Science and Business from West Virginia University and an MBA from George Washington University . In 2024, he met the ≥75% attendance threshold across Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (FL-16) | U.S. Representative | Jan 2007–Jan 2009 | Legislative process expertise |
| vFinance, Inc. | Co-founder | 1998–2007 | Grew into National Holdings Corp; >$5B client assets, >50 offices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caribou LLC | Owner | Founded 2009–present | Strategic advisory on systemic risk and shareholder value |
| Cannae Policy Group (Washington, D.C.) | Founder; Chief Political Strategist | Founded Mar 2013–present | Advises on complex public policy issues |
| Atlas Biotechnologies, Inc. | Investor/advisor/consultant | Not disclosed | Licensed medical cannabis grower (Canada/EU) |
| Volcanic Green Holdings, Inc. | Investor/advisor/consultant | Not disclosed | Colombian outdoor cultivation/CBD producer |
Board Governance
- Independence: Board determined Mahoney is “Independent” under Nasdaq listing standards; all members of Audit, Compensation, and Nominating & Corporate Governance committees are currently independent .
- Committee assignments (current): Chair, Compensation; Member, Nominating & Corporate Governance; Member, Audit .
- Attendance: In 2024, Board held 20 meetings; Mahoney met ≥75% attendance (exceptions were Chan at 23% and Drexler at 71%) .
- Compensation Committee practices: Committee sets executive performance goals, evaluates outcomes, and retained a compensation consultant; decisions approved by Committee and director pay ratified by Board .
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Compensation | Chair | Independent | Sets CEO/exec goals, evaluates performance, retains consultant |
| Nominating & Corporate Governance | Member | Independent | Board candidate selection |
| Audit | Member | Independent; financial literacy | Oversight of auditor, financial reporting, controls; chaired by Varier (Audit Committee Financial Expert) |
Fixed Compensation
- Policy framework (Outside Directors): Annual cash retainer $24,000; committee chair retainer $5,000 per committee; committee member retainer $1,000 per committee; paid quarterly .
- Meeting fees: Not disclosed; non-employee directors do not receive non-equity incentive compensation or pension benefits .
| Component | Amount | Source |
|---|---|---|
| Annual Board cash retainer | $24,000 | |
| Audit Committee chair retainer | $5,000 | |
| Audit Committee member retainer | $1,000 | |
| Compensation Committee chair retainer | $5,000 | |
| Compensation Committee member retainer | $1,000 | |
| Nominating & Corporate Governance chair retainer | $5,000 | |
| Nominating & Corporate Governance member retainer | $1,000 | |
| Non-Equity Incentive Plan Compensation (directors) | None provided | |
| Pension Benefits (directors) | None provided |
- Actual 2024 compensation (Mahoney): Cash fees $56,958; stock awards (grant-date fair value) $130,603; no option awards; total $187,561. Directors could elect additional RSUs in lieu of a portion of cash; cash paid/earned varies due to timing of service .
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Option Awards (2024) | Total (2024) |
|---|---|---|---|---|
| Timothy Mahoney | $56,958 | $130,603 | — | $187,561 |
Performance Compensation
- Equity awards: Non-employee directors are eligible for RSUs as determined by the Board . Plan permits Performance Share Awards, RSUs, options, SARs, cash awards, and other equity-based awards .
- Clawback and forfeiture: Awards subject to company clawback policy and may be recovered for materially inaccurate financials or misconduct leading to restatement; forfeiture events include breach of restrictive covenants or termination for cause .
- Change-in-control: No automatic single-trigger vesting; Committee retains discretion to assume/cancel/accelerate/purchase awards upon a change-in-control .
| Performance Feature | Director-Specific Disclosure | Details |
|---|---|---|
| Non-Equity incentive metrics for directors | None provided | Company states directors do not receive non-equity incentive compensation |
| RSU grants | Provided | RSUs used for outside directors; annual equity awards governed by 2022 Omnibus Plan |
| Performance Share Awards | Available under plan | Plan allows PSAs with specific performance goals (not director-specific) |
| Clawback triggers | Provided | Materially inaccurate financials or misconduct causing restatement; Nasdaq-aligned clawback policy |
| Change-in-control treatment | Provided | No automatic single-trigger; Committee discretion for acceleration/assumption/cash-out |
Other Directorships & Interlocks
- Current public company boards (Mahoney): Not disclosed in proxy biography .
- Interlocks impacting board independence/alignment:
- Green Thumb Industries Inc. (“GTI”) holds 49.99% beneficial ownership (via common shares and warrants with beneficial ownership limits). Agrify’s Board includes Benjamin Kovler (Chairman and Interim CEO of Agrify; Chairman/CEO of GTI) and Armon Vakili (VP at GTI) .
- Shared Services Agreement with a GTI subsidiary billed Agrify $225,655 in 2024 .
| Entity | Relationship | Governance Implication |
|---|---|---|
| Green Thumb Industries Inc. | 49.99% beneficial owner of AGFY | Significant influence; two GTI-affiliated directors on AGFY board |
| Vision Management Services, LLC (GTI subsidiary) | Shared services to Agrify; $225,655 fees in 2024 | Ongoing related-party operational linkage |
Expertise & Qualifications
- Strategic advisory and governance experience through Caribou LLC; public policy strategy via Cannae Policy Group .
- Legislative process expertise from U.S. House tenure .
- Financial services/markets background as co-founder of vFinance/National Holdings .
- Cannabis industry familiarity as investor/advisor (Atlas Biotechnologies; Volcanic Green Holdings) .
- Education: BA (Computer Science & Business, West Virginia University); MBA (George Washington University) .
Equity Ownership
- As of April 14, 2025, beneficial ownership: 12,256 shares; less than 1% of outstanding 1,952,014 shares .
- Composition: 31 options exercisable within 60 days; 9,245 RSUs that may vest within 60 days; 2,987 RSUs vested but not settled .
| Item | Amount | Percent of Outstanding | Notes |
|---|---|---|---|
| Beneficially owned shares (Mahoney) | 12,256 | <1% | Per SEC beneficial ownership rules |
| Options exercisable ≤60 days | 31 | n/a | Included in beneficial ownership |
| RSUs vesting ≤60 days | 9,245 | n/a | Included in beneficial ownership |
| RSUs vested (not settled) | 2,987 | n/a | Included in beneficial ownership |
| Shares outstanding (AGFY) | 1,952,014 | — | Record holders: 53 |
- Anti-hedging and margining: Directors prohibited from options/derivatives, short sales, and margining or similar transactions designed to offset decreases in company stock value .
- Pledging: Awards are nontransferable and any pledge/encumbrance of awards is void; no pledging of common shares disclosed in proxy .
Shareholder Support Signals
| Election Year | Votes For (Mahoney) | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 (Aug 12, 2024 meeting) | 4,989,836 | 62,657 | 1,943,331 |
| 2025 (Jun 11, 2025 meeting) | 1,038,528 | 20,661 | 347,036 |
- Equity plan proposals approved: 2024 amendment to increase shares by 2,500,000 received ~96.3% “For” votes; 2025 amendment to increase shares by 250,000 approved (1,015,173 For) .
Related-Party Exposure (Conflicts Assessment)
- Multiple related-party financings and transactions involve GTI affiliates and CP Acquisitions (affiliates of Raymond Chang and I‑Tseng Jenny Chan), including secured notes and sale of cultivation business assets to CP; no transactions involving Mahoney are disclosed in the related party section .
- Board has not adopted a formal written policy for waiving conflicts or approving related party transactions; waivers handled case-by-case and disclosed on website if granted to an officer/director (potential governance weakness) .
Governance Assessment
-
Positives:
- Independent director, chairs Compensation Committee; serves on Audit and Nominating committees, enhancing oversight breadth .
- Strong attendance in 2024 (≥75%); clear committee charters and independence across committees .
- Equity-heavy director pay (RSUs) aligns incentives; awards subject to robust clawback provisions; no single-trigger vesting on change-in-control .
- Consistent shareholder support in director elections (high “For” votes in 2024 and 2025) .
-
Risks/RED FLAGS:
- Significant ownership and operational interlocks with GTI (49.99% beneficial owner; shared services; GTI-affiliated directors) can dilute perceived independence of Board decisions despite formal independence status .
- No formal written policy for approving related party transactions; case-by-case waivers increase discretion risk .
- Restatement occurred in 2024 (Q1 2024 10-Q) though Board concluded no clawback was required due to lack of incentive-based comp tied to restated measures; still a control/process signal for Audit oversight focus .
-
Director compensation anomalies to monitor:
- Actual cash fees for 2024 ($56,958) materially exceed standard retainer plus committee member fees, with proxy noting variability from timing and RSU elections; lack of meeting-fee disclosure warrants ongoing monitoring of pay structure clarity .
-
Independence and anti-hedging:
- Insider trading policy prohibits derivatives, short sales, and margining; supports alignment and reduces hedging risk .