David Holewinski
Village Farms InternationalAbout David Holewinski
David Holewinski (age 86) is an independent director of Village Farms International (VFF) who has served on the Board since 2011. He is a management consultant with prior roles in business development and company formation across biotechnology, security, and construction materials, and earlier career experience at ConAgra; he holds a BA from Penn State and an MBA from Harvard Business School . He is designated independent under Nasdaq and NI 52‑110 standards and has maintained strong attendance (100% of Board meetings in 2024 and 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Farms International | Director (Independent) | 2011–present | Audit & Risk Committee; Compensation Committee; both committees composed entirely of independent directors |
| Agro Power Development Inc. (APDI) | Director | 2004–Oct 2006 | Board service at APDI |
| APDI | SVP, Business Development | 1995–2000 | Led business development |
| ConAgra Foods | Manager, Business Development | 1983–1988 | Corporate development |
| Various startups (biotech, computer/internet security, precast concrete) | Co‑founder | n/a | Company formation and commercialization |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards (current) | — | None disclosed | No current public company directorships listed in VFF proxy biography |
| Non‑profit/academic boards | — | Not disclosed | No additional roles disclosed for Holewinski |
Board Governance
- Independence and service: Independent director; years of service since 2011; age 86 .
- Committees: Member, Audit & Risk Committee (Chair: John Henry); member, Compensation Committee (Chair: Christopher Woodward). All members of both committees are independent; Audit members are also “financial experts” per securities rules, which includes Holewinski .
- Attendance: 8/8 Board meetings attended in 2024; 10/10 in 2023 .
- Executive sessions: Independent directors met four times without management in 2024, supporting independent oversight .
- Shareholder support: In 2024 director election, Holewinski received 74.19% “For” and 25.81% “Withheld” votes—a notable withhold rate relative to peers, signaling investor scrutiny .
Fixed Compensation
| Year | Cash Retainer | Committee/Chair Fees | Total Cash |
|---|---|---|---|
| 2024 | $60,000 | $0 (member, not chair) | $60,000 |
| 2023 | $60,000 | $0 (member, not chair) | $60,000 |
Notes:
- Standard director fee policy: $60,000 annual retainer; Board Chair +$30,000; Audit Chair +$15,000; Compensation & Corporate Governance Chair +$10,000; no meeting fees .
Performance Compensation
| Year | Equity Vehicle | Grant Details | Grant Date Fair Value | Vesting/Notes |
|---|---|---|---|---|
| 2024 | Restricted Stock | 51,020 shares on June 28, 2024 at $0.98; 65,790 shares on Dec 31, 2024 at $0.76 | $100,000 total | Equity to non‑employee directors under Equity Plan; no performance metrics disclosed for director equity |
| 2023 | Stock Options | Two grants to each non‑employee director: 97,892 and 73,119 options | $100,000 grant date value ($0.51 and $0.68 per option) | Options under Equity Plan; director equity used to align interests |
Performance metric design: VFF discloses performance metrics mainly for executives; no performance‑conditioned targets disclosed for director equity grants in 2023–2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| APDI (Agro Power Development Inc.) | Former public/private (not specified in proxy) | Director (2004–2006) | No current interlocks with VFF disclosed |
No related‑party transactions involving Holewinski were disclosed for the last two fiscal years; the CG&N Committee pre‑reviews related‑party matters .
Expertise & Qualifications
- Business development and operating experience in agrifood and industrial contexts (ConAgra; APDI; multiple startups), with management consulting practice .
- Education: BA, Pennsylvania State University; MBA, Harvard University .
- Financial oversight: Audit & Risk Committee member; Board determined all Audit members are “financial experts,” indicating finance/accounting oversight capability .
Equity Ownership
| As‑of Date | Total Beneficial Ownership (shares) | % Outstanding | Composition (disclosed) | Options Exercisable ≤60 days | Options Outstanding (Total) |
|---|---|---|---|---|---|
| May 9, 2025 | 420,351 | <1% | 133,000 Shares; 51,020 Restricted Shares; plus options noted at right | 236,331 | 341,316 (as of Dec 31, 2024) |
| May 17, 2024 | 253,386 | <1% | 133,000 Shares; plus options noted at right | 120,386 | 349,019 (as of Dec 31, 2023) |
Notes:
- Ownership has increased year‑over‑year, aided by 2024 restricted stock grants to directors .
- No share pledging was disclosed in the proxy; VFF’s insider trading policy covers hedging/trading standards for directors .
Director Compensation (Individual Detail)
| Year | Cash | Equity | Total |
|---|---|---|---|
| 2024 | $60,000 | $100,000 (restricted stock) | $160,000 |
| 2023 | $60,000 | $100,000 (stock options) | $160,000 |
Compensation structure shift: From options (2023) to restricted shares (2024) for directors, reducing risk and increasing certainty of value, a common governance response to volatility and alignment objectives .
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | The company disclosed one late Form 4 transaction for Holewinski (filed April 10, 2024), with other directors also having late filings; all such items were corrected . |
No additional Form 4 transaction detail was provided in the proxy; beneficial ownership and option positions are shown above .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Result | Notes |
|---|---|---|
| 2024 AGM (June 28, 2024) | 73.16% For; 26.08% Against; 0.76% Abstain | Moderately low support vs large‑cap norms; a governance watchpoint for the Compensation Committee (Holewinski is a member) . |
Governance Assessment
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Strengths
- Independence and deep experience: Independent since 2011 with strong attendance (100% in 2024 and 2023) and service on key oversight committees; designated an Audit “financial expert” by Board determination .
- Alignment: Consistent equity component in director pay; beneficial ownership increased year‑over‑year, including restricted stock grants in 2024 .
- Controls/Policies: Robust committee charters; Insider Trading Policy; related‑party review through CG&N; independent committee composition .
-
Areas to monitor
- RED FLAG: Elevated withhold rate in 2024 director election (25.81% Withheld vs 74.19% For) suggests investor concern; follow 2025 outcomes and any engagement response .
- RED FLAG: Board has no term limits; Holewinski’s tenure since 2011 and age 86 highlight refreshment/succession considerations, a recurring governance topic among institutional investors .
- Process flag: One late Section 16 filing reported and corrected (minor but noted across several directors) .
- Pay oversight optics: 2024 Say‑on‑Pay support 73.16% For — below typical >90% — indicating some shareholder dissatisfaction with executive pay design; as a Compensation Committee member, investor engagement and potential program adjustments may be expected .
-
Conflicts/Related Party
- No related‑party transactions disclosed for Holewinski; the only highlighted related‑party arrangement involved the CEO’s Securityholders’ Agreement (pre‑emptive and registration rights), not involving Holewinski .
-
Director Compensation Structure
- Shift from options (2023) to restricted shares (2024) for director equity grants reduces leverage and can be perceived as more conservative alignment, particularly amid share price volatility .
-
Shareholder Engagement Signals
- Independent executive sessions (4 in 2024) and full attendance support Board effectiveness; however, the withhold vote and Say‑on‑Pay result suggest targeted engagement priorities for the Compensation Committee and the Board .