Maria Ross
About Maria Ross
Maria Ross (age 58) is an independent director of HF Foods Group Inc. (HFFG), appointed to the Board on June 28, 2024, and currently serves as Chair of the Compensation Committee, while also sitting on the Audit and Nominating & Governance Committees . She is a supply chain executive with over 30 years of experience across retail, grocer, and manufacturing, with leadership roles at The Home Depot, The Fresh Market, BJ’s Wholesale Club, and Nike, including transformational initiatives in logistics systems, margin enhancement, and organizational change . The Board has affirmatively determined she is independent under Nasdaq Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | Logistics/Supply Chain leadership | Not disclosed | Led transformational initiatives (organizational transformations, margin enhancement, logistics system implementations) |
| The Fresh Market | Logistics/Supply Chain leadership | Not disclosed | Cross-functional leadership and operational execution |
| BJ’s Wholesale Club | Logistics/Supply Chain leadership | Not disclosed | P&L management and leadership development |
| Nike | Logistics/Supply Chain leadership | Not disclosed | Strategic initiatives with C-suite collaboration |
External Roles
| Category | Details |
|---|---|
| Public company boards | None; no HFFG director or nominee concurrently serves on another public company board per proxy disclosure |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under Nasdaq Listing Rules |
| Appointment date | June 28, 2024 |
| Committees | Compensation (Chair) ; Audit (Member) ; Nominating & Governance (Member) |
| Committee meeting counts (2024) | Audit: 10 meetings ; Compensation: 7 meetings ; Nominating: 6 meetings |
| Special Transactions Review Committee | Not a member; committee oversees related-party transactions (Chair: Dr. Yujie Wang); 2 meetings in 2024 |
| Board meeting cadence & attendance (2024) | Board held 15 meetings; directors’ aggregate Board attendance 87% and committee attendance 100% |
| Lead Independent Director | Charlotte Westfall |
| Board leadership structure | CEO and Chair roles separated; currently no Chairperson |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base cash retainer (quarterly) | $7,500 | For newly appointed independent directors |
| Compensation Committee Chair fee (quarterly) | $3,750 | Applies to Ross as Chair |
| Total cash fees paid in 2024 | $26,250 | Paid in arrears, four equal quarterly installments |
Context: Former independent directors (prior regime) received $15,000 per quarter, while newly appointed independent directors receive $7,500 per quarter, indicating a lower cash retainer for new appointees .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Valuation Basis |
|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | Aug 7, 2024 | 9,709 | $30,000 | Vest on Aug 7, 2025, subject to continuous service | $3.09 grant-date stock price |
Performance metrics: Not disclosed for director RSUs; awards are service-based vesting only .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None |
| Shared directorships with competitors/customers/suppliers | None disclosed |
Expertise & Qualifications
- Deep supply chain, logistics, and operations expertise across retail/grocery/manufacturing; experienced in transformational projects, margin enhancement, and systems implementation .
- Demonstrated P&L management and leadership development capabilities, working closely with senior leadership including C-suite executives .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 9,709 shares (less than 1% of class) |
| Unvested RSUs outstanding (12/31/2024) | 9,709 |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/derivatives policy | Prohibits purchases/sales of options/derivatives based on Company securities |
| Pledging/margin policy | Margining prohibited; securities may be used as collateral for bona fide loans (no pledging by Ross disclosed) |
Governance Assessment
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Strengths
- Independence confirmed; broad operational expertise strengthens board effectiveness in supply chain and margin initiatives relevant to HFFG’s distribution model .
- Heavy committee engagement: Chairs Compensation and serves on Audit and Nominating; committees met frequently in 2024 (Audit 10; Compensation 7; Nominating 6), supporting oversight depth .
- Director equity grants (RSUs) with one-year vesting support ownership alignment; Ross’s 2024 RSU grant of $30,000 (9,709 units) vests Aug 7, 2025 .
- Committee and annual meeting attendance indicators strong at the aggregate level (100% for committees; 100% attendance at 2024 annual meeting) .
-
Risks and monitoring items
- Related-party exposure remains material at the company level (purchases/sales/leases/loans with entities tied to major shareholders and insiders); oversight mitigant via Special Transactions Review Committee, though Ross is not a member .
- Short board tenure (appointed June 28, 2024) limits track record of pay-for-performance decision-making under her Compensation Committee chairship .
- Insider trading policy permits pledging Company securities as collateral for bona fide loans; while no pledging by Ross is disclosed, allowance presents a potential alignment risk if used (monitor future proxies/filings) .
- 2024 Say-on-Pay advisory vote passed (19,690,164 For; 4,851,517 Against; 12,034 Abstain; 10,504,826 broker non-votes), and Board/Comp Committee states they consider shareholder input—relevant as Ross leads the committee post-appointment .
Overall: Maria Ross brings domain-operational expertise and holds a central governance role as Compensation Chair with multi-committee exposure. Equity-linked director pay and strong aggregate committee attendance support alignment and engagement; however, company-level related-party transactions and pledging allowance are governance risk factors to monitor, alongside the evolution of compensation frameworks and shareholder feedback under Ross’s leadership .