John Barravecchia
About John Barravecchia
Independent director of TILT Holdings Inc. since April 2020; age 69 in the 2025 proxy (68 in 2024). Former Chair of the Board (March–September 2023) and current Audit Committee Chair; designated audit committee financial expert under Item 407(d) of Regulation S-K. Career includes CFO roles at TruLite Health (since Feb 2022), Stat Health Services (2011–2016), GE Franchise Finance (2001–2008), and Franchise Finance Corporation of America (1984–2001), with early experience at Arthur Andersen (1980–1984) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TruLite Health Inc. | Chief Financial Officer | Feb 2022–present | Senior finance leadership |
| Stat Health Services Inc. | Chief Financial Officer | 2011–2016 | Led finance through company sale |
| GE – Franchise Finance | CFO, Treasurer, Chief Investment Officer | 2001–2008 | Structured financing; capital stewardship |
| Franchise Finance Corp. of America (REIT) | CFO and Treasurer | 1984–2001 | Restaurant franchise sale-leaseback financing expertise |
| Arthur Andersen & Co. | Public accounting (associate) | 1980–1984 | Audit/accounting foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TruLite Health Inc. | Chief Financial Officer | Feb 2022–present | Arizona-based healthcare company |
Board Governance
- Independence: Determined independent under Cboe Canada (NI 52-110) and Nasdaq audit committee rules .
- Committees: Audit Committee Chair; member of Audit and Compensation Committees. 2025 composition: Audit (Barravecchia, Odden, Smuck); Compensation chaired by Odden .
- Executive sessions: Held at each regularly scheduled Board meeting .
- Lead independent: Not appointed because the Chair of the Board is independent (Arthur Smuck) .
| Governance Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board meeting attendance | — | 12/12 | 31/38 |
| Audit Committee meetings held | 3 | 4 | — |
Fixed Compensation
- Policy: Independent directors receive annual cash retainer $70,000; committee chair retainers: Audit $20,000, Compensation $10,000, Nominating & Corporate Governance $10,000; committee member retainers: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $7,500. No meeting fees; travel expenses reimbursed .
| Year (Fiscal) | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 97,500 | |
| 2024 | 97,500 |
Performance Compensation
- Equity grants: Stock awards (RSUs) to independent directors; option awards not part of annual director compensation tables (zero reported as option awards in 2023 and 2024) .
- RSU grant and vesting: Granted 2,468,301 RSUs on June 12, 2023 with tranche vesting of 617,075 on 9/29/2023, 617,075 on 12/29/2023, 617,075 on 3/29/2024, and 617,076 on the business day immediately preceding the next AGM, contingent on continued service .
| Year (Fiscal) | Stock Awards Grant-Date Fair Value ($) | Award Type | Vesting Detail |
|---|---|---|---|
| 2023 | 73,876 | RSUs | 617,075 vested 9/29/2023 |
| 2024 | 99,667 | RSUs | 617,075 vested 12/29/2023; 617,075 vested 3/29/2024; 617,076 to vest before next AGM |
Other Directorships & Interlocks
- No other public company directorships disclosed in his proxy biography; current external role is CFO at TruLite Health (private) .
Expertise & Qualifications
- Financial expert designation for Audit Committee; financially literate under NI 52-110; deep CFO and investment oversight background across healthcare, e-health, and specialty finance .
Equity Ownership
| Metric | 2024 Record Date | 2025 Record Date |
|---|---|---|
| Beneficial ownership (# shares) | 3,632,554 | 10,340,500 |
| Ownership (% of class) | 1.06% | 2.98% |
| Components disclosed | 3,015,478 Common Shares; 617,076 RSUs vesting within 60 days | 3,370,803 RSUs; 5,227,272 Options; additional 1,742,425 Options to vest within 60 days |
Note: Beneficial ownership includes securities with the right to acquire ownership within 60 days per SEC rules .
AGM Voting Support (Signal of investor confidence)
| Meeting Year | Votes For (Barravecchia) | Withheld |
|---|---|---|
| 2023 AGM | 30,389,274 | 1,895,574 |
| 2025 AGM | 27,668,954 | 3,874,959 |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; long-tenured financial leadership background; consistently high attendance; chairs Audit Committee with clear oversight responsibilities including related-party transaction review .
- Alignment: Material RSU holdings and option exposure indicate meaningful equity-linked alignment; disclosed RSU vesting tied to continued service; equity grants constitute a significant portion of director pay .
- Board effectiveness: Active committee work, increased audit committee meeting cadence (4 in 2024 vs. 3 in 2023), and robust board executive sessions support oversight quality .
- Independence and potential conflicts: Proxy affirmatively identifies Barravecchia as independent; audit committee oversees related-person transactions. No material interests in meeting matters beyond election were disclosed for directors and officers, which reduces perceived conflicts .
RED FLAGS
- Late Section 16(a) Form 4 filed October 5, 2023 due to administrative error (alongside other directors). While minor, it is a compliance lapse to monitor for recurrence .
- No explicit director stock ownership guideline multiples disclosed (committee mandate references minimum holdings responsibility), limiting transparency on time-to-compliance and pledge policies; continued monitoring recommended .
Additional Notes
- Committee evolution: 2025 notes detail membership changes and chair transitions across committees (e.g., Odden as Compensation Chair; Horowitz joining and chairing Nominating & Corporate Governance). Barravecchia remained Audit Chair throughout .
- Board structure: Separate independent Chair and CEO; no Lead Independent Director given Chair’s independence, generally positive for governance clarity .