Katrina L. Houde

About Katrina L. Houde

Independent director and non-executive Chairperson of the Board at Lifecore Biomedical (LFCR). Age 66, serving on LFCR’s board since August 5, 2019. Honours Bachelor of Commerce, University of Windsor; seasoned operator and advisor with senior roles in food manufacturing and interim CEO experience at SunOpta. Recognized as an “audit committee financial expert” by LFCR’s Board, reflecting financial literacy and oversight credentials .

Past Roles

External Roles

Board Governance

• Current role: Non-executive Chairperson of the Board; presides over executive sessions of independent directors and sets agendas with CEO input .
• Independence: Board determined all FY2024 directors and 2024 nominees (except CEO) are independent under Nasdaq rules .
• Committees and expertise:
  • Audit Committee: Member; committee held 10 meetings in FY2024; Board determined Houde is an “audit committee financial expert,” with all members independent and financially literate .
  • Nominating & Corporate Governance Committee: Chair; committee charter covers director nomination and governance oversight; no meetings held in FY2024 .
• Attendance: Board held 22 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2023 annual meeting .
• Executive sessions: Independent directors meet at each Board meeting and at least twice per year; Chair presides .

Fixed Compensation

Director fee schedule:

• Annual cash retainer: $50,000; Audit Committee member: $10,000; Compensation Committee member: $10,000; Nominating & Corporate Governance member: $5,000 .
• Chair retainers: Board Chair $95,000; Audit Chair $20,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $10,000 .

As of May 26, 2024, Houde had 18,128 RSUs outstanding (aggregate per director count provided) .

Performance Compensation

Notes:

• Director equity awards are time-based RSUs; no performance metrics apply to director equity grants .

Other Directorships & Interlocks

Board/stockholder dynamics:

• Cooperation Agreements (June 28, 2024) with 22NW, Legion Partners, Wynnefield appointed new independent directors and set nomination slates, with signatories agreeing to vote for Board-recommended nominees through the 2025 meeting or Oct 31, 2025 .
• Series A Preferred Stockholders nominate two directors; current Series A Preferred Directors include Christopher Kiper .

Expertise & Qualifications

• 30+ years senior leadership in consumer products/food manufacturing; deep operations and P&L management .
• Governance credentials: Prior compensation chair; audit committee experience; interim CEO leadership .
• Education: Honours Bachelor of Commerce, University of Windsor .
• Audit Committee financial expert designation at LFCR, confirming advanced financial oversight competency .

Equity Ownership

Notes:

• Asterisk denotes less than 1% ownership; table as of Feb 18, 2025 .
• Stock ownership guidelines for non-employee directors: 3× annual cash retainer; directors with ≥5 years of service were in compliance as of May 26, 2024 .

Governance Assessment

• Strengths:
  • Independent, non-executive Chair with committee leadership (NCG Chair) and audit financial expertise, indicating robust oversight capability .
  • Clear director pay structure and alignment via fixed-value RSUs; stock ownership guidelines with retention requirements (hold 50% of net shares until compliant) .
  • Clawback policies updated to comply with Rule 10D-1; insider trading policy prohibiting hedging/derivatives .
  • Say-on-pay support: 99.4% approval at delayed 2023 annual meeting—a positive signal of investor alignment on compensation program .
• Considerations/Red Flags:
  • Prior financial restatements and material weaknesses (EY adverse opinion on ICFR in FY2022 and FY2023 periods) and auditor transition in 2024; while not specific to Houde, as Chair and Audit member this elevates oversight demands and investor scrutiny .
  • Activist-stockholder cooperation agreements shape board composition and voting commitments; governance influence is transparent but may raise questions on independence dynamics versus large holders’ preferences .
  • No director-specific attendance rates disclosed; board-level threshold met (≥75%) .
  • No related-party transactions disclosed for Houde; Audit Committee administers related-party policy, which mitigates conflict risk .

Overall, Houde’s profile—independent Chair, audit financial expert, and seasoned operator—supports board effectiveness. The company’s history of restatements and activist agreements increases the salience of her governance leadership in audit and nominating functions .

Compensation Committee Analysis

• Compensation Committee members and independence: Schechter (Chair), Diradoorian, Obus; all independent .
• Consultant: FW Cook engaged; Committee determined no conflicts of interest; consultant advised on philosophy, incentive designs, peer group, and disclosure .
• Peer group context (for executives, not directors): Life sciences/CDMO/medtech companies up to ~$300m revenue and ~$1.1b market cap; list includes Avid Bioservices, Societal CDMO, Surmodics, etc. (used for FY2023–FY2024 decisions) .

Related Policies and Signals

• Director compensation structure emphasizes fixed cash plus fixed-value RSUs; no meeting fees disclosed for FY2024; role-based chair premiums applied .
• Stock ownership requirements for directors (3× cash retainer) and executives (CEO 5×, others 3×) with five-year compliance window; retention of 50% of net shares until compliant .
• Clawback: Legacy 2014 policy under review given restatements; enhanced recoupment policy effective Oct 2, 2023—mandatory recovery after restatements per SEC/Nasdaq rules .
• Auditor change: EY declined reappointment in March 2024; BDO USA engaged April 29, 2024; Audit fees disclosed .

Appendix: Committee Assignments (FY2024)