Amy Griffith
About Amy Griffith
Independent director since July 2021 (tenure >4 years). Age 53; B.A. in History from Gwynedd‑Mercy College. Senior government relations executive with >20 years across technology, financial services, consumer goods, food manufacturing, aerospace, and education; currently Vice President of Government Relations at CGI (since 2024). Past leadership roles include Head of Government Relations & External Affairs at McCain Foods (2023–2024), Group Director (Public Affairs, Sustainability, Communications) at Coca‑Cola (2021–2023), SVP State & Local Government Relations at Wells Fargo (2019–2021), and Eastern U.S. Government Relations lead at TIAA (2008–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CGI | Vice President, Government Relations | 2024–present | Leads government relations strategy and public sector engagement |
| McCain Foods North America | Head of Government Relations & External Affairs | 2023–2024 | Directed public affairs and external communications across U.S. and Canada |
| The Coca‑Cola Company | Group Director, NA Operating Unit (Public Affairs, Sustainability, Communications) | 2021–2023 | Oversaw public affairs, sustainability, and communications in Canada and Northeastern U.S. |
| Wells Fargo | SVP, State & Local Government Relations | 2019–2021 | Managed legislative strategy and stakeholder engagement across multiple states |
| TIAA‑CREF | Government Relations (Eastern U.S.) | 2008–2019 | Led government relations for 16 Eastern states; lobbied landmark pension reform in Pennsylvania |
| Political Campaigns | Consultant | 1992–2001 | Managed national, federal, and state campaigns across U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canadian Beverage Association | Chair (former) | 2021–2023 | Industry-wide policy and advocacy leadership |
| Other public company boards | — | — | None disclosed in AGRI proxy materials |
Board Governance
- Independence: Determined “independent” under Nasdaq Listing Rule 5605; no family relationships; no legal proceedings involvement disclosed .
- Committee assignments:
- Pre‑PIPE (2024–Oct 2025): Chair, Nominating & Corporate Governance Committee; Audit Committee member (Oct 2024 and 2025 proxy); Compensation Committee member listed in Aug 2024 proxy; not listed on compensation committee in Oct 2025 proxy .
- Post‑PIPE reconstitution (Nov 9, 2025): Chair, Nominating & Corporate Governance Committee; Compensation Committee member; not on Audit Committee (members: Dan Mendes (Chair), Xiao‑Xiao Zu, Young Cho) .
- Committee meeting frequency (2024): Audit 4; Compensation 4; Nominating & Corporate Governance 1 .
| Committee | Meetings in 2024 |
|---|---|
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 1 |
- Board continuity risk: 2025 proxy anticipates that upon closing of the PIPE transaction, all current directors other than Amy Griffith would resign; Griffith expected to remain and help appoint new designees, indicating concentrated governance continuity through her role .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $30,000 | $30,000 | $93,750 |
| RSU Awards ($) | — | — | — |
| Option/Warrant Awards ($) | $20,263 | $6,087 | — |
| Total ($) | $50,263 | $36,087 | $93,750 |
- Policy note: Earlier remuneration policy contemplated $30,000 per director and $40,000 for Board Chair/Audit Chair, cash only, upon Nasdaq listing (historical context) .
Performance Compensation
- Director equity form: RSUs used for directors; grants immediately vest and settle on grant date; no RSUs held by non‑employee directors at 12/31/2024; no stock options or other equity awards to non‑employee directors disclosed for 2024 .
- Performance metrics: No director performance metrics (e.g., TSR, revenue/EBITDA targets) disclosed for director compensation .
- Program outlook: Compensation Committee expected to reevaluate non‑employee director compensation post‑PIPE in light of continuing operations and market standards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non‑profit boards | Canadian Beverage Association (Chair, former, 2021–2023) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Government relations and policy acumen across regulated sectors; stakeholder engagement leadership in NA markets .
- Communications and sustainability leadership; experience translating policy into operational priorities .
- Experience across food manufacturing (McCain), beverages (Coca‑Cola), finance (Wells Fargo, TIAA) supports oversight of AGRI’s evolving strategy and risk profile .
- Education: B.A. History (Gwynedd‑Mercy College) .
Equity Ownership
| Snapshot Date | Common Shares | Options (vest within 60 days) | Warrants | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Aug 19, 2024 | — | 3,719 | — | 3,719 | 0.0% |
| Oct 15, 2024 | — | 3,719 | — | 3,719 | 0.0% |
| Sep 19, 2025 | 21,097 | — | — | 21,097 | 0.8% (outstanding 2,501,341) |
- RSU holdings: None held at 12/31/2024 for any serving non‑employee director; RSUs immediately vest and settle .
- Pledging/hedging: Not disclosed; Insider Trading Policy in place and filed with FY2024 10‑K (Exhibit 14.1) .
Governance Assessment
- Independence and roles: Griffith is affirmed independent; she chairs Nominating & Corporate Governance and has served on Audit and Compensation committees at various times, indicating broad governance exposure .
- Engagement signal: Committee meetings in 2024 show Audit and Compensation met four times; N&CG met once—low N&CG frequency may warrant monitoring given Griffith’s chair role .
- Ownership alignment: Beneficial ownership increased to 21,097 shares (0.8%) by Sep 19, 2025 from effectively zero in 2024—a positive trend but still modest vs. outstanding shares; director equity grants vest immediately, limiting long‑term holding incentives .
- Board continuity and control risk: 2025 proxy anticipated near‑total board turnover at PIPE closing with Griffith remaining to appoint new designees; Nasdaq rules trigger concerns when large issuance and board changes occur—PIPE contemplated issuance equal to 4,477% of pre‑transaction shares and potential change‑of‑control assessment by Nasdaq .
- Related‑party vigilance: Prior related‑party legal services payments to a director‑controlled firm in 2022–2023; no such ties disclosed to Griffith, but board‑level RPT oversight remains a governance focal point .
- Policies: Insider Trading Policy and Code of Business Conduct and Ethics in place; no family relationships or legal proceedings history disclosed for directors/officers—baseline governance hygiene .
RED FLAGS
- Very low N&CG Committee meeting count (one in 2024) despite active strategic transactions—risk of insufficient governance cadence .
- Immediate vesting of director RSUs and absence of multi‑year equity retention may weaken long‑term alignment for non‑employee directors .
- Massive dilution and board reconstitution tied to PIPE transaction may challenge investor confidence and continuity of oversight; Griffith’s central role heightens reliance on her governance leadership .
Notes on Insider Trades
- Section 16(a) compliance reporting: Company states it does not report on Section 16(a) beneficial ownership reporting compliance in the proxy; Form 4 transaction details for directors are not provided in DEF 14A materials .