John Henry
Village Farms InternationalAbout John P. Henry
Independent director of Village Farms (VFF) since 2006; age 77 in the 2025 proxy. Former Senior VP Grower Relations and CFO at Ocean Spray Cranberries, CFO at Castle Toy Co, and earlier audit/consulting roles at Laventhol & Horwath; holds a BS in Business Administration and a Master in Taxation from Bryant College; non‑practicing CPA (Rhode Island). The Board cites his executive management and financial expertise as the basis for continued service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocean Spray Cranberries, Inc. | Senior VP Grower Relations and CFO | 1981–2000 | Revenue grew from $400M to $1.3B during tenure |
| Nantucket Allserve Inc. (Ocean Spray subsidiary) | Director | During Ocean Spray tenure | Board role at majority-owned subsidiary |
| Castle Toy Co., Inc. | Chief Financial Officer | 1980–1981 | Finance leadership |
| Laventhol & Horwath | Audit/Consulting/Tax Professional | Prior to 1980 | Provided services to large public/private companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Identified as independent under Nasdaq/SEC/NI 52‑110; Board majority independent (6 of 8).
- Committee assignments:
- Audit and Risk Committee: Chair; all members designated “financial experts”; met 4 times in 2024.
- Compensation Committee: Member; committee entirely independent; met 3 times in 2024; Chair is Christopher C. Woodward.
- Corporate Governance & Nominating Committee: Not a member; committee did not meet in 2024.
- Attendance: Board met 8 times in 2024; Henry attended 8 of 8; all directors attended the 2024 annual meeting. Independent directors held 4 executive sessions in 2024.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $60,000 | Paid monthly; no meeting/teleconference fees |
| Audit & Risk Committee Chair Fee | $15,000 | Paid monthly |
| Cash Fees Received (2024) | $75,000 | Consistent with retainer + audit chair fee |
Performance Compensation
| Equity Award Detail | Grant Date | Shares | Grant-Date Fair Value/Share | Total Grant-Date Value |
|---|---|---|---|---|
| Restricted Stock | 2024-06-28 | 51,020 | $0.98 | $49,999.6 (rounded $50,000) |
| Restricted Stock | 2024-12-31 | 65,790 | $0.76 | $49,996. (rounded $50,000) |
| Director Stock Awards (2024 total) | — | 116,810 | — | $100,000 |
| Options Outstanding (as of 12/31/2024) | — | 341,316 | — | Count disclosed; valuation not provided |
| Options Exercisable within 60 days (as of 5/9/2025) | — | 236,331 | — | Count disclosed in beneficial ownership note |
- Equity Compensation Plan: Company’s plan authorizes options, SARs, deferred share units, PSUs, restricted stock and other share‑based awards; directors received restricted stock in 2024 under this plan.
- Performance metrics tied to director equity: Not disclosed for director awards; director grants appear as time‑based restricted stock.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or related public boards disclosed for Henry in proxy |
Expertise & Qualifications
- Finance and operations executive with CFO experience; designated “audit and risk committee financial expert.”
- Non‑practicing CPA; advanced taxation education (Master in Taxation).
- Agri‑food industry experience with significant revenue scaling at Ocean Spray.
Equity Ownership
| Holder | Shares Owned | RS Restricted Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| John P. Henry | 68,500 | 51,020 | 236,331 | 355,851 | * (<1%) |
- Ownership calculation based on 112,337,049 shares outstanding as of May 9, 2025 (plus dilutive instruments as defined for each holder).
- Pledging/Hedging: Company insider trading policy describes standards on hedging/trading; specific director hedging/pledging actions for Henry not disclosed in proxy.
Governance Assessment
- Strengths:
- Long‑tenured independent director with deep finance background; Chair of Audit & Risk Committee and designated financial expert.
- Perfect board attendance in 2024; regular independent executive sessions indicate active oversight.
- Compensation structure aligns with governance best practices: cash retainer plus equity grants; audit chair fee reflects responsibility.
- Beneficial ownership includes common shares and restricted stock; options position disclosed, enhancing transparency.
- Watch items / RED FLAGS:
- Section 16(a) compliance: one late Form 4 transaction reported for Henry (filed April 10, 2024).
- Corporate Governance & Nominating Committee did not meet in 2024; while Henry is not a member, limited activity in governance oversight is notable.
- No director stock ownership guidelines disclosure and no explicit anti‑pledging disclosure for Henry in proxy.
Insider Trades and Section 16 Compliance
| Person | Item | Detail | Date Filed |
|---|---|---|---|
| John P. Henry | Section 16(a) Late Filing | Inadvertently reported one late Form 4 transaction | 2024-04-10 |
Related Party Transactions
- Procedures: Corporate Governance & Nominating Committee reviews conflicts and related party transactions; policy codified in committee charter.
- Disclosures: No material related party transactions (above $120,000 or 1% of average year‑end total assets) involving directors (including Henry) in the last two fiscal years, other than compensation.
Compensation Committee Analysis
- Composition: Entirely independent; includes Henry as member; Chair is Christopher C. Woodward.
- Practices: Uses consultants but cannot delegate authority; executives have no role in setting director pay; reviews non‑employee director compensation policies; reviews CEO/CFO goals and performance annually.
Board Meeting Activity and Oversight
| Body | Meetings in 2024 | Notes |
|---|---|---|
| Board of Directors | 8 | All directors expected to attend; Henry attended 8 of 8 |
| Audit & Risk Committee | 4 | Henry serves as Chair; oversees reporting, internal controls, auditor independence |
| Compensation Committee | 3 | Member; independent composition; CEO/CFO evaluations and director compensation policy |
| Corporate Governance & Nominating Committee | 0 | Independent composition; mandate includes related party/conflict reviews |
| Executive Sessions (independent directors) | 4 | Met without management/non‑independent directors |
Implications: Henry’s role as Audit Chair with full attendance and financial expert status supports board effectiveness; the late Section 16 filing is a minor compliance blemish but disclosed and remedied; lack of disclosed ownership guidelines and governance committee inactivity are monitoring points for investor confidence.