Todd Heysse
About Todd Heysse
Todd Heysse (age 52) has served as an independent director of FGI since 2021; he is currently Treasurer and Vice President of Corporate Finance at Meta Platforms, Inc. (formerly Facebook, Inc.) since October 2018, with prior roles at Snap Inc. (VP FP&A, Dec 2016–Dec 2017) and Facebook’s corporate finance team (2011–2016). He holds a B.S. from Stanford University and an MBA from Columbia Business School, and the Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. (formerly Facebook, Inc.) | Treasurer & VP Corporate Finance | Oct 2018–present | Leads cash management, corporate finance, risk and insurance functions; public company disclosure expertise cited by FGI |
| Snap Inc. | Vice President, FP&A | Dec 2016–Dec 2017 | Corporate planning and analysis |
| Facebook, Inc. | Corporate Finance roles | 2011–2016 | Corporate finance team experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Meta Platforms, Inc. | Treasurer & VP Corporate Finance | Current | Employment role (not an FGI board committee); public company finance and disclosure expertise |
| Other public company directorships | — | Not disclosed | No other public company board roles disclosed in proxy biography |
Board Governance
- Independence: The Board determined Todd Heysse is independent under Nasdaq rules.
- Committee assignments: Audit Committee Chair; Compensation Committee Member; not on Nominating & Corporate Governance.
- Audit Committee expertise: Designated “audit committee financial expert” under Item 407(d)(5). Audit Committee held four meetings in 2024.
- Board activity: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings.
- Annual meeting attendance policy: The Company does not have a formal annual meeting attendance policy.
Committee membership table:
| Director | Audit | Compensation | Nominating & Corporate Governance | Independent |
|---|---|---|---|---|
| Todd Heysse | Chair | Member | — | Yes |
Shareholder support (AGM 2025 votes):
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Todd Heysse | 7,753,535 | 0 | 21,334 | 843,690 |
Fixed Compensation
Policy schedule (non-employee directors):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Paid to all non-employee directors |
| Audit Committee Chair fee | 15,000 | Additional annual cash |
| Committee member fee (non-chair) | 3,000 | Per committee membership |
| Compensation/Nominating Chair fee | 10,000 | Additional annual cash for those chairs (not applicable to Heysse) |
Actual 2024 cash compensation:
| Director | Fees Earned or Paid in Cash (USD) | Notes |
|---|---|---|
| Todd Heysse | 58,000 | Reflects base retainer, Audit Chair fee, and committee member fees |
Performance Compensation
| Component | Grant Type | Grant Date | Grant-Date Fair Value (USD) | Metric/Conditions | Vesting |
|---|---|---|---|---|---|
| Annual director equity (2024) | Performance-based RSUs | Not disclosed | 12,000 | Performance-based; specific metrics not disclosed in proxy | Not disclosed |
Director equity approach:
- Policy states non-employee directors receive annual equity; in 2024, this was performance-based RSUs with $12,000 grant-date fair value.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Controlling shareholder | Foremost Groups Ltd. owns ~71.1% of FGI outstanding ordinary shares (as of April 24, 2025). |
| Related-party ecosystem | Shared services and sourcing/purchase agreements with Foremost and affiliates (Foremost Home Inc., Foremost Worldwide) are ongoing and material. |
Selected related-party transactions (context for audit oversight):
| Agreement | Counterparty | 2024 Amount | 2023 Amount | Terms |
|---|---|---|---|---|
| FHI Shared Services Agreement | Foremost Home Inc. | 761,672 | 821,864 | Warehouse fee ($500k/yr + 4% of gross sales for stored products); other services allocated by employee ratio; auto-renews |
| Worldwide Shared Services Agreement | Foremost Worldwide Co., Ltd. | 287,993 | 304,103 | Admin/IT/HR services in Taiwan; amended Jan 1, 2023 to add digital services |
| Sourcing & Purchase Agreements | Foremost Worldwide Co., Ltd. | 8,385,673 | 2,308,468 | Commissions 2–4.5% depending on volume; specific products at 2.5% mark-up |
Expertise & Qualifications
- Audit committee financial expert; seasoned in financial reporting and internal controls oversight.
- Deep corporate finance leadership: cash management, risk/insurance, corporate finance at Meta; prior FP&A and finance roles at Snap and Facebook.
- Education: B.S. Stanford University; MBA Columbia Business School.
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable Within 60 Days | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|---|
| Todd Heysse | 84,171 | 9,695 | <1% | 9,591,555 ordinary shares outstanding as of Apr 24, 2025 |
Alignment policies:
- Hedging/pledging: Directors are prohibited from pledging Company securities, short selling, transacting in derivatives on Company stock, or engaging in hedging arrangements; only same-day limit orders and approved 10b5-1 plans are permitted.
Governance Assessment
- Independence and financial oversight: Heysse is independent and serves as Audit Chair with “financial expert” designation, a positive signal for oversight of material related-party arrangements with the controlling shareholder.
- Engagement: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings, indicating baseline engagement. Audit Committee met four times.
- Compensation alignment: Cash fees reflect leadership and committee work (Audit Chair + member fees). Equity grants use performance-based RSUs ($12,000 grant-date fair value), supporting at-risk pay, though specific performance metrics and vesting terms were not disclosed.
- Shareholder support: 2025 AGM vote support for Heysse was strong (7,753,535 “For”; 21,334 abstain; no “Against”), indicating investor confidence.
- Potential conflicts and red flags:
- Controlled ownership: Foremost holds ~71.1% of shares, with significant shared services and sourcing/purchase agreements (multi-million dollar in 2024), elevating related-party oversight risk; robust Audit Committee leadership is critical.
- Hedging/pledging: Policy prohibits pledging and hedging by directors, mitigating alignment risks (no pledging permitted).
- Annual meeting attendance policy: No formal policy for director attendance at annual meetings is disclosed; neutral but noted.