Billy Wafford
About Billy Wafford
Billy Wafford, age 53, has served as an independent director of Jushi Holdings (JUSHF) since 2022 and resides in California. He is Chair of the Audit Committee and designated as an “audit committee financial expert” under Item 407(d) of Regulation S‑K. Wafford is currently Chief Financial Officer of Qurate Retail Group (part of Qurate Retail, Inc.) and holds an MBA from Indiana University; he brings 25+ years of finance and management consulting experience to the board. Four of Jushi’s five directors are independent under NI 52‑110, including Wafford; directors meet in executive session at regularly scheduled meetings, and each director attended at least 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCPenney | EVP & Chief Financial Officer | 2019–2021 | Retail turnaround; company entered Chapter 11 on May 15, 2020 while Wafford was CFO |
| The Vitamin Shoppe | Chief Financial Officer | 2017–2019 | Specialty retail finance leadership |
| Thrasio | Chief Financial Officer | 2021 | Global consumer goods finance leadership |
| Everlane | Chief Financial Officer | 2022–2023 | Digitally native apparel finance leadership |
| KPMG | Partner, Advisory Practice | Prior to retail CFO roles | Consulting expertise |
| Walgreens Boots Alliance; Target; Archstone Consulting; Bank of America | Executive finance roles | Not specified | Broader finance/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qurate Retail Group (part of Qurate Retail, Inc.) | Chief Financial Officer | 2023–present | Video commerce retailer (QVC, HSN, etc.) |
Board Governance
- Board composition: 5 directors; all serve one-year terms. Independent directors include Benjamin Cross, Stephen Monroe, Marina Hahn, and Billy Wafford. Stephen Monroe is Lead Independent Director.
- Committees: Audit (Wafford—Chair; Cross; Monroe), Compensation (Cross; Monroe; Cacioppo), Nominating & Corporate Governance (Cacioppo—Chair; Cross; Monroe).
- Audit Committee activity: Met four times in 2024; members meet independence and financial literacy requirements under NI 52‑110; Audit Committee recommended inclusion of audited 2024 financials in the 10‑K.
- Board process & attendance: Board held one meeting and 17 unanimous written consents in 2024; each director attended ≥75% of board and committee meetings. Independent directors meet in executive session at regularly scheduled meetings.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (non-employee director) | 70,000 | Cash retainer for 2024 |
| Audit Committee Chair retainer | 30,000 | Additional cash retainer recognizing chair role |
| Total cash fees earned (2024) | 100,000 | Reported in Director Compensation table |
| Expense reimbursement | N/A | Out-of-pocket travel expenses reimbursed |
Performance Compensation
| Equity Award Detail | Quantity/Value | Terms |
|---|---|---|
| Option awards (grant date fair value, 2024) | 12,097 | Fair value per FASB ASC 718; part of cancellation/regrant program |
| Replacement option grant date | Sep 13, 2024 | Directors elected cancellation/regrant; aggregate 394,758 replacement options for all participating directors |
| Replacement option exercise price | $0.54 | Set at fair market value on grant date |
| Vesting schedule | 1 year from replacement grant date | Vesting restarted at regrant |
| Total outstanding options (Billy Wafford, as of 12/31/24) | 327,235 | Includes vested and unvested |
| Exercisable within 60 days (as of 4/17/25) | 226,429 | Counted in beneficial ownership |
- Performance metrics tied to director compensation: None disclosed for director equity awards; vesting is time-based (one-year vest from regrant).
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company board directorships disclosed for Wafford; current external role is CFO (not director) at Qurate Retail Group. |
Expertise & Qualifications
- Audit committee financial expert designation under Item 407(d) of Regulation S‑K; Audit Chair.
- 25+ years in finance/consulting; multiple retail CFO roles; MBA (Indiana University).
- Independent director under NI 52‑110.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Subordinate Voting Shares) | 226,429 | Includes options exercisable within 60 days of April 17, 2025 |
| % of shares outstanding | <1.0% | Based on 196,696,597 shares outstanding; “*” denotes <1% |
| Outstanding options (total, 12/31/24) | 327,235 | Vested + unvested |
| Anti-hedging/pledging policy | Policy in place; prohibits hedging per insider trading policy summary | Insider Trading and Blackout Period Policy; “Anti‑Hedging and Anti‑Pledging Policy” referenced |
Governance Assessment
-
Strengths
- Audit leadership and technical credibility: Audit Chair with formal “financial expert” designation; committee met four times and executed auditor oversight and 10‑K inclusion recommendation.
- Independence and engagement: Independent under NI 52‑110; directors attended ≥75% of meetings and hold executive sessions; Wafford present at annual meeting.
- Clear ownership disclosures and insider trading policy, including anti‑hedging policy.
-
Watch items / red flags
- Option re‑pricing for directors: Wafford participated in 2024 cancellation and regrant program at $0.54 with vesting reset; re‑pricing of underwater options is a governance risk signal.
- Lack of formal written related‑party transaction policy: Company relies on Audit Committee/Board review and special committees; formal policy intended in future, but currently absent.
- Alignment: No directly owned subordinate voting shares disclosed; beneficial ownership reflects options exercisable within 60 days (<1%).
- Prior bankruptcy involvement: JCPenney entered Chapter 11 during Wafford’s CFO tenure (May 15, 2020); contextual but relevant to risk review.
-
Conflicts/related‑party exposure
- No Wafford‑specific related‑party transactions disclosed for 2024; broader related‑party transactions involve CEO and significant holders in credit facilities and note amendments subject to minority approval mechanisms.
-
Board structure considerations
- Combined Chair/CEO with Lead Independent Director (Monroe) providing added oversight; Wafford’s role centers on audit risk oversight.