Edward Woo
About Edward Woo
Edward Woo is an independent director of Flora Growth Corp. (FLGC), appointed December 23, 2022, and disclosed as age 44 at appointment. He holds a BA in Economics from the University of Western Ontario and has deep regulatory and international consumer-packaged-goods experience, including leadership roles at Philip Morris International and Rothmans Benson & Hedges. The Board has repeatedly determined Woo meets Nasdaq, SEC Rule 10A-3, and Canadian NI independence requirements and qualifies as an audit committee financial expert. He served as President & COO of Franchise (FGH) prior to FLGC’s arrangement, bringing operational, regulatory, and multi-market rollout expertise (e.g., IQOS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philip Morris International | Head of Regulatory & External Affairs (Global HQ, Lausanne) | 2016–2021 | Led regulatory/external affairs; worked across >30 markets on IQOS rollout focusing on execution, supply chain, regulation, stakeholder engagement . |
| Philip Morris International | Regional Communications Director, Latin America & Canada | 2013–2016 | Regional communications leadership; cross-border stakeholder engagement . |
| Rothmans Benson & Hedges Inc. | Executive roles in sales, trade marketing, strategy, government affairs | Various (prior to 2013) | Tobacco industry commercial and regulatory functions . |
| Franchise (FGH) | President & Chief Operating Officer | Aug 2021 – arrangement closing | Led operations before integration into FLGC; joins FLGC Board as independent director . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in FLGC filings for Woo . |
Board Governance
- Committee assignments have evolved; Woo is consistently designated independent and an audit committee financial expert .
- 2024 structure: Audit (Taylor chair; Woo member), Compensation (Woo chair), Nominating & Corporate Governance (Taylor chair; Woo member) .
- 2025 structure: Audit (Wolkin chair; Woo member), Compensation (Woo chair; with Wolkin, Leventhal), Nominating & Governance (Wolkin chair; Woo member). Note: Audit Committee report section lists “Edward Woo (Chair),” creating an inconsistency with the committee table (RED FLAG: documentation inconsistency) .
- Attendance: In 2024, each director attended 100% of Board/committee meetings; independent directors hold regular executive sessions. None of the directors attended the 2024 Annual & Special Meeting (optics risk) . In 2023, Woo attended 9/9 Board, 1/1 Audit, 3/3 Nominating meetings .
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit | Taylor (Chair), Woo, Cahill | Wolkin (Chair), Woo, Leventhal |
| Compensation | Woo (Chair), Taylor, Cahill | Woo (Chair), Wolkin, Leventhal |
| Nominating & Corporate Governance | Taylor (Chair), Woo, Cahill | Wolkin (Chair), Woo, Leventhal |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee/Other Cash ($) | Notes |
|---|---|---|---|
| 2023 | 12,000 | — | 2023 director comp shifted to share-based post-3/31/2023; cash entries reflect earlier period . |
| 2024 | 40,000 | — | Policy narrative states $30,000 per annum for independent directors in 2024 (difference suggests additional responsibilities or prorating) . |
Performance Compensation
| Year | Stock Awards ($) | Option/SAR Awards ($) | Vesting/Terms |
|---|---|---|---|
| 2023 | 56,629 | 31,070 | Not accompanied by disclosed performance metrics; director equity generally time/service-based in filings . |
| 2024 | 65,000 | — | Outstanding director option/SAR detail below; no director-specific performance targets disclosed . |
No specific performance metrics tied to director compensation are disclosed in FLGC filings for Woo; Compensation Committee states no compensation consultant recommendations in 2023 (context for program design) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Woo . |
| Interlocks/overlaps | Not disclosed; Nominating Committee oversees director qualifications and independence . |
| Family relationships | None disclosed among officers/directors . |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NI 52-110 .
- 20+ years in consumer-packaged goods, tobacco regulatory/policy, stakeholder engagement, multi-market product rollout (IQOS) .
- BA in Economics (University of Western Ontario) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edward Woo | 136,719 | 0.61% | Based on 22,568,653 shares outstanding (as of May 2, 2025) . |
| Outstanding Equity Awards (as of Dec 31, 2024) | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Options/SARs – Woo | — | 5,000 | 7.00 | 3/17/2033 | Footnote notes SARs vesting counted; table labels “Option Awards” . |
Governance Assessment
- Independence and skills: Woo satisfies independence standards and is designated an audit committee financial expert; this supports board oversight of reporting, controls, and related-party reviews .
- Engagement: 100% meeting attendance in 2024 and strong 2023 participation indicate high engagement; however, non-attendance at the 2024 Annual Meeting by all directors is a governance optics negative (RED FLAG) .
- Committee leadership: Woo chairs Compensation (consistent across filings) and is presented as Audit Chair in one section of the 2025 proxy but not in the committee table—a documentation inconsistency that should be clarified (RED FLAG) .
- Pay alignment: 2024 director pay mix shows modest cash with meaningful equity ($65k), plus Woo’s personal share ownership (0.61%)—positive alignment signals; absence of performance metrics on director equity is typical but limits explicit pay-for-performance linkage .
- Shareholder support: Woo received 8,622,354 “For,” 204,155 “Against,” and 24,045 abstentions at the 2025 Annual Meeting—strong mandate (confidence signal) .
- Compensation oversight: Compensation Committee disclosures note no consultant recommendations during 2023, and committee independence affirmed—mitigates pay inflation/consultant conflict concerns .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option/SAR Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 12,000 | 56,629 | 31,070 | — | 99,695 |
| 2024 | 40,000 | 65,000 | — | 7,108 | 112,108 |
Committee Chair Fees/Consultants
- Compensation Committee: Woo is Chair; Board affirmed independence for all members; no compensation consultant recommendations in 2023 (reduces advisor conflicts risk) .
- Committee cash retainer detail was disclosed historically (2022 framework with quarterly committee fees) and 2023 shift to share-based compensation post-3/31/2023; 2024 narrative cites $30,000 per annum for independent directors (program changes warrant monitoring) .
Shareholder Voting Signal (2025 Annual Meeting)
| Director | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Edward Woo | 8,622,354 | 204,155 | 24,045 | 4,127,339 |
Related Party/Conflicts
- Audit Committee mandates include reviewing related person transactions; filings do not disclose related-party transactions involving Woo; “Other than as set forth” language indicates no material interests beyond standard proposals (context) .
- Family relationships: none disclosed among officers/directors (reduces potential nepotism/related-party exposure) .
RED FLAGS
- Inconsistent disclosure of Audit Committee chair (table vs. committee report) in 2025 proxy—clarify to avoid ambiguity on financial reporting oversight .
- No director attendance at the 2024 Annual & Special Meeting—may be viewed negatively by governance-focused investors .
Independence & Attendance Summary
| Attribute | Status |
|---|---|
| Independence (Nasdaq, Rule 10A-3, NI) | Affirmed for Woo across committees . |
| Audit Committee Financial Expert | Affirmed . |
| 2024 Attendance | 100% Board/committee; regular executive sessions . |
| 2023 Attendance (detail) | 9/9 Board; 1/1 Audit; 3/3 Nominating . |