Christopher Woodward
Village Farms InternationalAbout Christopher C. Woodward
Independent director at Village Farms International since 2006; age 68. Background spans chair/director roles across private and public companies and charitable institutions; BA (Economics), University of Western Ontario. Current external roles: Chair of Keg Royalty Trust, Vice Chair of Cambie Surgery Corp, Director of Great Western Brewery; past Chair of Vancouver Coastal Health Authority and Providence Health Care; trustee of Hot House Growers prior to VFF Canadian assets purchase . The Board affirms he should continue based on broad board service and general business knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vancouver Coastal Health Authority | Chair (Past) | Not disclosed | Health system governance |
| Providence Health Care | Chair (Past) | Not disclosed | Health system governance |
| Hot House Growers (and predecessors) | Trustee (Prior to VFF purchase) | Not disclosed | Pre-VFF Canadian assets oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keg Royalty Trust | Chair | Current | Public/private status not specified in proxy |
| Cambie Surgery Corp | Vice Chair | Current | Healthcare services |
| Great Western Brewery | Director | Current | Beverage industry |
| P.A. Woodward Medical Foundation | Chair/Director | Current | Charitable institution |
| Brentwood College | Director | Current | Educational institution |
| Second Street.Org | Director | Current | Charitable institution |
Board Governance
- Independence: Classified as independent; majority of the Board (6 of 8) independent .
- Committees:
- Compensation Committee: Chair (members: John Henry, David Holewinski, Kathleen Mahoney, Christopher Woodward, Carolyn Hauger). Met 3 times in 2024; all members independent .
- Corporate Governance & Nominating Committee: Chair (members: Christopher Woodward, Kathleen Mahoney, John R. McLernon). Did not meet in 2024; all members independent .
- Audit & Risk Committee: Member (Chair: John Henry; members include Woodward, Holewinski, Hauger). Met 4 times in 2024; all members independent and designated “financial experts” .
- Attendance: Board met 8 times in 2024; Woodward attended 8 of 8; all directors attended prior annual meeting; independent directors met in executive session 4 times in 2024 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Paid monthly; no meeting/teleconference fees |
| Committee chair fees | $10,000 | Compensation & Corporate Governance Committee chair fee; paid monthly |
| Total cash fees (2024) | $70,000 | As disclosed for Woodward in director compensation table |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value (USD) | Vesting/Metrics |
|---|---|---|---|---|
| Restricted stock | Jun 28, 2024 | 51,020 | $0.98 per share | No director performance metrics disclosed |
| Restricted stock | Dec 31, 2024 | 65,790 | $0.76 per share | No director performance metrics disclosed |
| 2024 Stock awards total | — | — | $100,000 | Director equity under Equity Plan; plan authorizes options/PSUs/restricted stock; historically options and PSUs awarded broadly |
- Equity plan features: Company’s Equity Plan allows Options, SARs, DSUs, PSUs, and restricted stock; shareholders last approved June 10, 2021; outstanding options 6,518,409, weighted average exercise price $2.92; remaining authorized 4,715,296 as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Keg Royalty Trust | Restaurant | Chair | No related-party transactions disclosed with VFF |
| Cambie Surgery Corp | Healthcare | Vice Chair | No related-party transactions disclosed with VFF |
| Great Western Brewery | Beverage | Director | No related-party transactions disclosed with VFF |
- Related-party transactions: For last two fiscal years, no director/proposed director had material interest in transactions exceeding thresholds, other than compensation arrangements .
- Conflict oversight: Corporate Governance & Nominating Committee reviews related-party transactions and conflicts; directors recuse from matters with material interest .
Expertise & Qualifications
- Audit/Risk financial expertise: All Audit & Risk Committee members are designated “financial experts,” including Woodward .
- General business leadership: Long-tenured board service across sectors; economics degree .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 484,385 shares | Includes common shares, restricted shares, and options exercisable within 60 days |
| Common shares owned | 188,700 | Direct holding |
| Restricted shares | 51,020 | From 2024 grants |
| Options exercisable ≤60 days | 244,665 | Included in beneficial ownership computation |
| Options outstanding (total) | 351,316 | As of 12/31/2024 |
| % of shares outstanding | <1% | Based on 112,337,049 shares as of 5/9/2025 |
| Pledging/Hedging | Not disclosed; Insider Trading Policy governs hedging/trading standards | |
| Personal loans | Prohibited for directors/executives |
Say-on-Pay & Shareholder Feedback
| Proposal | Result | Notes |
|---|---|---|
| 2024 Director election support – Woodward | 24,950,598 For (74.01%), 8,761,397 Withheld (25.99%), broker non-votes 22,617,339 | Lower support relative to some peers (e.g., Hauger 96.93% For) |
| 2024 Say-on-Pay (advisory) | 73.16% For, 26.08% Against, 0.76% Abstain; broker non-votes 22,602,565 | Moderate support |
Insider Trading Summary
| Date | Filing | Summary |
|---|---|---|
| Apr 10, 2024 | Form 4 | Woodward reported one late transaction; company cites inadvertent late filings for several directors |
Governance Assessment
-
Strengths:
- Independent director with 19 years of service; perfect 2024 attendance (8/8) .
- Chairs two key committees (Compensation; Corporate Governance & Nominating), and serves on Audit & Risk as an “financial expert,” indicating board confidence in his oversight capabilities .
- Compensation mix aligns director incentives with shareholders: cash retainer plus equity; no meeting fees; transparent chair fee structure .
- No material related-party transactions disclosed; formal processes exist for conflict review and director recusal .
-
Watch items / RED FLAGS:
- 2024 director election support for Woodward (74% For) was meaningfully lower than several peers, potentially signaling shareholder scrutiny of tenure/committee leadership or performance; merits engagement with investors on governance priorities .
- Inadvertent late Form 4 filing in 2024 noted; while minor, consistent timeliness is expected for insiders .
- Corporate Governance & Nominating Committee did not meet during 2024 despite its mandate to oversee board nominations and related-party reviews; as chair, ensuring regular cadence may strengthen governance rigor .
-
Implications for investor confidence:
- Broad committee leadership and audit expertise support board effectiveness; equity compensation for directors promotes alignment.
- Lower relative vote support and a year without CG&N meetings may prompt questions on board refreshment and governance workload; constructive disclosure on committee activities and engagement could mitigate concerns .