Borgia Walker
About Borgia Walker
Appointed to Charlotte’s Web Holdings, Inc.’s Board of Directors effective November 1, 2025, with her term expiring at the 2026 annual meeting; she was designated to the Board by British American Tobacco (BAT) under the Investor Rights Agreement and is not party to any transaction reportable under Item 404(a) . She serves as Chief People Officer at Reynolds American, Inc. (a BAT subsidiary) since December 2023 and is a licensed CPA in Kentucky with an MBA from Webster University and a BS in Accountancy from the University of Louisville . Age not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reynolds American, Inc. | Chief People Officer | Dec 2023 – present | Senior HR leadership across BAT’s U.S. subsidiary |
| Reynolds American, Inc. | VP Strategic Projects; VP Talent, Organizational Effectiveness & Inclusion; VP HR Systems & Integrations | Various since 1995 | Led HR systems/integration and inclusion initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YWCA | Director | Sep 2019 – present | Not disclosed |
| Allegacy Federal Credit Union | Director | 2011 – 2023 | Not disclosed |
Board Governance
- Appointment path and independence: Walker was appointed as a BAT designee pursuant to the Investor Rights Agreement , similar to prior BAT designee Jonathan Atwood who was determined not independent by the Company under Nasdaq and NI 52‑110 rules . The Company has not yet disclosed Walker’s independence determination.
- Committee structure: As of the 2025 proxy, Audit, Compensation, and Corporate Governance & Nominating Committees were composed solely of independent directors; chairs were Usifer (Audit), McCarthy (Compensation), and McElwee (CG&N) . Committee memberships for Walker were not disclosed in the appointment 8‑K or Q3 communications .
- Attendance and engagement culture: In 2024, the Board held 12 meetings; proposed director nominees attended 100% except for one absence each by McElwee and McCarthy. Audit Committee held 7 meetings (members attended 100% except one absence by McElwee). Compensation Committee held 8 meetings (100% attendance by members). CG&N held 6 meetings (100% attendance by members) .
Fixed Compensation
| Type of Fee | Role | Amount |
|---|---|---|
| Board Retainer | Board Member | $130,000/year |
| Additional Retainer | Chair | $38,000/year |
| Committee Retainer | Audit Chair | $20,000/year |
| Compensation Chair | $10,000/year | |
| Governance & Nominating Chair | $10,000/year | |
| Committee Member | $5,000/year |
Notes and context:
- RSU annual grants: 75,000 RSUs for Board Members; 85,000 RSUs for Chair; vest 100% on the first anniversary (AGM date) .
- Historical BAT designee treatment: Prior BAT designee Atwood was not entitled to director compensation or expense reimbursement . Compensation for Walker not yet disclosed .
Performance Compensation
| Component | Terms | Amount/Assumptions |
|---|---|---|
| RSUs (Directors) | Time-based vesting, 100% on first anniversary of grant (AGM date) | 75,000 RSUs per Director; 85,000 RSUs for Chair |
| Options (2024) | None granted to directors | — |
| RSU Valuation (2024 context) | Fair market value on grant date used for reporting | $0.20 per share assumption for 2024 RSUs |
No director performance metrics (e.g., revenue, EBITDA, TSR) tied to director compensation were disclosed; director RSUs are time‑based .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Reynolds American, Inc. | Corporate (BAT subsidiary) | Chief People Officer | BAT strategic investor in CWBHF; investor rights; convertible debenture |
| YWCA | Nonprofit | Director | None disclosed |
| Allegacy Federal Credit Union | Financial cooperative | Former Director | None disclosed |
Expertise & Qualifications
- Human capital leadership across HR systems, organizational effectiveness, and inclusion; senior executive experience since 1995 at RAI .
- Licensed CPA (Kentucky); MBA (Webster University); BS in Accountancy (University of Louisville) .
- Recognized as an Outstanding Woman in Business by Triad Business Journal (2022) .
Equity Ownership
| Item | Policy/Status |
|---|---|
| Director Stock Ownership Guidelines | Directors must own Company Common Shares valued at ≥3x annual retainer; new directors have 5 years to comply |
| Hedging/Pledging | Company Insider Trading Policy prohibits hedging (short sales, puts/calls) |
| Walker Beneficial Ownership | Not disclosed as of appointment 8‑K and 2025 proxy (pre‑appointment) |
Governance Assessment
- Independence and committee eligibility: As a BAT designee, Walker’s independence is likely constrained under the Company’s framework (prior BAT designee was not independent), limiting eligibility for independence‑required committees (Audit, Compensation, CG&N). Formal classification for Walker has not yet been disclosed .
- Strategic investor influence: BAT holds a C$75.3 million convertible debenture (convertible to 19.9% of common shares) and board nomination rights (20% of directors while ≥15% partially diluted ownership; stepdown to 10% while ≥10%); conversion could result in change of control—heightening related‑party oversight needs .
- Related‑party oversight culture: Audit Committee oversees related‑party transactions; recent examples include DeFloria JV with BAT and AJNA, and consulting arrangement with director Jared Stanley; a legacy loan to Jesse Stanley remains outstanding (reserved) .
- Attendance/engagement signals: Strong committee and board attendance in 2024 indicates good governance engagement by independent members; Walker’s attendance is not yet reportable due to timing .
- D&O protection: Directors and officers covered by D&O insurance with indemnity agreements in line with BCBCA; supports board effectiveness amid regulatory risk .
- Majority voting policy: Directors must receive a majority of votes; if not, resignation is required subject to CG&N review and Board decision within 90 days—supports accountability .
RED FLAGS
- BAT influence and potential conflicts: Board seat via BAT’s investor rights combined with large convertible debenture and DeFloria JV increases conflict risk and information interlocks; rigorous recusal practices and Audit Committee oversight are essential .
- Compensation alignment uncertainty: BAT designees historically not compensated (Atwood) which may reduce direct equity alignment with public shareholders; Walker’s pay and equity grants not yet disclosed .
- Legacy related‑party exposure: Outstanding founder loan (reserved) underscores need for continued scrutiny of related‑party transactions .
Overall implication: Walker brings deep HR and governance experience from a BAT subsidiary, but her designation by BAT heightens independence and interlock scrutiny. With half the Board independent and committees comprised of independent directors, maintaining strict committee composition and recusal norms will be key to sustaining investor confidence .