Carolyn Hauger
Village Farms InternationalAbout Carolyn Hauger
Independent director since May 2024; age 62; seasoned finance and operations executive (CFO roles) with public company board experience. Education: BS Chemical Engineering (Penn State) and MBA in Finance & Accounting (Xavier University) . Background includes global executive management, audit chair experience, and manufacturing leadership; VFF board tenure ~1 year as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ten-Nine Technologies | Chief Financial Officer | Current | Finance leadership in battery nanotechnology; private company CFO |
| Lion, Inc. | Chief Financial Officer | 2017–2021 | Corporate finance oversight |
| Clopay Plastics | Divisional CFO & SVP | 2012–2017 | Divisional finance; senior leadership |
| Ernst & Young | Senior Manager | 2010–2012 | Audit/assurance leadership |
| Procter & Gamble | Divisional CFO; Manufacturing Operations Leader | ~25-year career (dates not specified) | Large-scale operations and finance management |
External Roles
| Organization | Role | Committee/Function |
|---|---|---|
| Jericho Energy Ventures (TSX:JEV) | Independent Director | Audit Chair |
| Ten-Nine Technologies | Chief Financial Officer | Finance leadership |
| Metal Resource Solutions, Inc. | Advisory Board Member | Advisory capacity |
Board Governance
- Independence: Classified as independent under Nasdaq/SEC/NI 52-110; majority-independent VFF board (6 of 8) .
- Committee memberships: Audit & Risk Committee (members: Henry—Chair, Holewinski, Woodward, Hauger) ; Compensation Committee (members: Henry, Holewinski, Mahoney, Woodward—Chair, Hauger) .
- Attendance: 2024 board meetings attended 4 of 4 (joined mid-year); all 2024 directors attended the annual meeting .
- Executive sessions: Independents met four times without management in 2024 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (standard) | $60,000 | Paid monthly; no meeting fees |
| Committee chair premiums | Audit Chair $15,000; Comp/Gov Chair $10,000 | Not applicable to Hauger (not a chair at VFF) |
| 2024 cash paid to Hauger | $40,000 | Partial-year service in 2024 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value/Share | Total Fair Value (USD) | Vesting/Notes |
|---|---|---|---|---|---|
| Restricted Stock | Jun 28, 2024 | 51,020 | $0.98 | $50,000 | Director equity under Equity Plan |
| Restricted Stock | Dec 31, 2024 | 65,790 | $0.76 | $50,000 | Director equity under Equity Plan |
| 2024 equity total (Hauger) | — | — | — | $100,000 | No options granted to Hauger; directors eligible under Equity Plan |
- Mix and alignment: 2024 compensation was ~$140,000 total for Hauger, with ~$40,000 cash and ~$100,000 equity (≈71% equity, ≈29% cash), supporting alignment with shareholder outcomes .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Jericho Energy Ventures | TSX:JEV | Independent Director; Audit Chair | No VFF-related transactions disclosed; audit chair expertise beneficial; no related-party exposure cited . |
Expertise & Qualifications
- Financial expertise: CFO experience across multiple companies; audit chair credential at JEV; considered an “audit and risk committee financial expert” at VFF (all Audit members designated) .
- Industry/operations: Manufacturing operations leadership at Procter & Gamble; senior finance in plastics and energy-adjacent technology .
- Education: BS Chemical Engineering (Penn State); MBA (Xavier) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding Shares | Breakdown | Options Outstanding |
|---|---|---|---|---|
| Carolyn Hauger | 51,020 | ~0.05% (51,020/112,337,049) | Restricted shares noted; no direct common listed beyond grants | 0 |
- Pledging/hedging: Insider Trading Policy governs hedging and trading; no pledging or hedging by Hauger disclosed .
- Ownership guidelines: Director stock ownership guidelines not specified; directors receive equity grants under the Equity Plan .
Governance Assessment
- Board effectiveness: Hauger strengthens financial oversight via Audit & Risk and Compensation Committee roles; independent status and audit chair experience at another public company enhance VFF’s control environment .
- Engagement: Full attendance post-appointment (4/4), plus independent executive sessions, indicates active participation and oversight .
- Compensation alignment: High equity component ($100,000 restricted stock) vs cash ($40,000) supports investor alignment; absence of options reduces risk of misaligned incentives for a director .
- Conflicts/related-party exposure: Company reports no related-party transactions involving directors (other than CEO arrangements); no Hauger-specific conflicts disclosed—low conflict risk .
- RED FLAGS: None disclosed specific to Hauger (no legal proceedings, no related-party transactions, no option repricing, no pledging/hedging noted) .
Implications: Hauger’s deep finance background and dual committee roles are positives for governance quality and risk oversight. Equity-heavy director pay aligns interests; lack of disclosed conflicts or attendance issues supports investor confidence .