Cordia Harrington
About Cordia Harrington
Cordia Harrington, 72, has served as an independent director of Global Crossing Airlines Group Inc. (JETMF) since June 2021. She is the Chief Executive Officer and Founder of Crown Bakeries (since 1996), and previously owned and operated three McDonald’s franchises (1990–1998). She holds a BSHE and a Doctorate from the University of Arkansas. Her board credentials include prior service on the Federal Reserve Bank of Atlanta (Nashville Branch) board and various civic and industry boards, with experience that emphasizes operations, entrepreneurship, and governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s (franchisee) | Owner/Operator | 1990–1998 | Operated three franchises; small-business operating experience |
| Federal Reserve Bank of Atlanta, Nashville Branch | Director | 2007–2013 | Regional economic oversight and governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crown Bakeries | CEO & Founder | 1996–present | Wholesale baking, frozen dough, storage industries |
| Emergent Cold | Director | Not disclosed | Private/industry board experience |
| Tennessee Education Lottery Board | Director | Not disclosed | Public-sector governance experience |
| Chief Executives Organization | Director; Former President | Not disclosed | Executive leadership network |
| American Bakers Association | Director; President | Not disclosed | Industry advocacy/leadership |
| Belmont University | Board of Trustees | Not disclosed | Academic governance |
| Women Corporate Directors | Member | Not disclosed | Director network |
Board Governance
- Independence: The Board determined Harrington is independent under Cboe Canada (Cboe CA) listing standards; all members of Audit, Compensation, and Nominating & Corporate Governance committees are independent under Cboe CA rules .
- Committee assignments (2024): Chair, Nominating & Corporate Governance Committee; not on Audit, Compensation, or Safety Committees .
- Attendance (2024): The Board held 5 meetings; committees held Audit (4), Compensation (1), N&CG (3), Safety (0). All directors attended 100% of Board and committee meetings on which they served .
- Board practices: The company maintains a Majority Voting Policy for director elections requiring resignation offers when support is below a majority of votes cast (non-contested) . Independent directors can meet in-camera; Vice Chairman appointed given a non-independent Executive Chairman .
| 2024 Committee | Member? | Role | Meetings Held | Attendance |
|---|---|---|---|---|
| Nominating & Corporate Governance | Yes | Chair | 3 | 100% |
| Audit | No | — | 4 | 100% Board-wide |
| Compensation | No | — | 1 | 100% Board-wide |
| Safety | No | — | 0 | N/A |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | — | 96,059 | 96,059 | Non-employee directors could elect stock in lieu of cash beginning Q1’24; two non-exec directors kept $20,000/quarter cash; lead/non-exec annual cash for 2023 was $100,000/$80,000, respectively . |
The non-employee director program provides cash and equity; Mr. Jamroz (Executive Chairman) receives no director pay .
Performance Compensation (Director Equity Details)
- Company did not grant stock options to employees in 2024; non-executive directors are eligible for equity-based awards (time-based RSUs) .
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Price Reference | Performance Metrics |
|---|---|---|---|---|---|---|
| RSU | 2024-03-20 | 250,000 | 96,059 | 100% on 1st anniversary | $0.49 closing price on grant date | None (time-based vesting) |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Harrington in the proxy .
- Interlocks/Conflicts: No shared directorships or disclosed business ties that present conflicts for Harrington. Related person transactions in 2023–2024 involved other parties (Jetlines arrangements; secured notes with an entity whose executive is a director), with no mention of Harrington involvement .
Expertise & Qualifications
- Expertise: 26+ years as a senior executive; entrepreneurship, operations, and industry leadership roles .
- Governance: Chairs Nominating & Corporate Governance Committee; experience on public-sector and regulatory boards .
- Independence: Affirmed independent under Cboe CA .
- Education: BSHE; Doctorate, University of Arkansas .
Equity Ownership
- Beneficial ownership basis: 49,940,527 common shares, 5,537,313 Class A Non-Voting, 9,721,166 Class B Non-Voting outstanding as of October 13, 2025 .
| Holder | Common Shares | % of Common | Other Classes | Notes |
|---|---|---|---|---|
| Cordia Harrington | 300,000 | <1% | — | Footnote confirms 300,000 common shares; percentage marked “*” (<1%) in table . |
- Pledging/Hedging: The proxy includes an insider trading policy; no specific disclosure of pledging by Harrington in the cited sections .
- Section 16 compliance: No delinquent filings disclosed for Harrington; one late Form 4 noted for another director (Deborah Robinson) in 2024 .
Governance Assessment
-
Strengths
- Independent director with 100% attendance and chair of the Nominating & Corporate Governance Committee, indicating active engagement in board composition, governance policies, and conflicts oversight .
- Chose equity compensation in 2024 (RSUs) in lieu of cash, aligning incentives with shareholders; one-year cliff vesting supports retention without encouraging short-termism .
- Holds a meaningful personal stake (300,000 shares; <1%), and no Harrington-specific related-party transactions disclosed, supporting alignment and independence .
-
Watch items / potential red flags
- Audit Committee has not yet finalized a formal Related Person Transactions Policy (expects to do so “in the near term”); although this is an Audit responsibility, it is a governance gap the N&CG chair should monitor closely .
- Safety Committee held zero meetings in 2024 in an airline context; while Harrington is not on Safety, ongoing oversight cadence merits scrutiny for an airline operator .
- No explicit director stock ownership guidelines or compliance disclosures identified in the proxy sections reviewed; clearer targets could further align director interests .
-
Shareholder protections
- Majority Voting Policy strengthens accountability in uncontested elections .
- Independent director in leadership (Vice Chairman) and in-camera sessions enhance independent oversight given a non-independent Executive Chairman .
Overall signal: Harrington’s independence, governance chair role, full attendance, and election of equity compensation support investor confidence. Key governance processes (formal related-party policy, safety oversight cadence) should be monitored for timely strengthening .