John McLernon
Village Farms InternationalAbout John R. McLernon
John R. McLernon (age 84) is the independent Chairman of the Board at Village Farms International, serving since 2006. He is President of McLernon Consultants Ltd. and Honorary Chairman and Co-Founder of Colliers International; he previously served as Colliers’ Chairman & CEO (1977–2002) and Chairman until December 2004. The Board cites his extensive global executive experience and public/private board service as core credentials to continue as director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Farms International | Chairman & Director | 2006–present | Independent Chair; leads board agenda, evaluation, and oversight per Board Mandate |
| Colliers International | Chairman & CEO; Chairman | 1977–2002; to Dec 2004 | Co-Founder; global operating leadership experience |
| McLernon Consultants Ltd. | President | Not disclosed | Advisory/consulting leadership |
External Roles
| Organization | Exchange | Role | Tenure/Notes |
|---|---|---|---|
| City Office REIT | NYSE | Director | Current |
| Canadian Urban Ltd. | Private | Director | Current |
| A&W Revenue Royalties Income Fund | TSX (prior) | Director | Prior service |
Board Governance
- Independence: Independent under Nasdaq/SEC and Canadian NI 52-110 standards; Chair must be independent per Board Mandate .
- Committee memberships: Member, Corporate Governance & Nominating Committee (CG&N). Not listed as member of Audit & Risk or Compensation Committees .
- Chair roles: Chairman of the Board; CG&N Chair is Christopher Woodward; Audit & Risk Chair is John Henry; Compensation Chair is Christopher Woodward .
- Attendance: 8 of 8 Board meetings in 2024 (100%); all 2024 directors attended last year’s annual meeting. Independent directors held four executive sessions in 2024 .
| Governance Item | Detail | Source |
|---|---|---|
| Independence | Independent | |
| Board attendance (2024) | 8 of 8 | |
| Executive sessions (2024) | 4 meetings | |
| Committees | CG&N member | |
| Board Chair | Yes (Independent Chair) |
Fixed Compensation
Policy: Non-employee directors receive an annual cash retainer of $60,000; Board Chair receives an additional $30,000; Audit Chair receives $15,000; Compensation & Corporate Governance Chair receives $10,000; no meeting fees; paid in USD .
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $60,000 | Standard director retainer |
| Chair fee | $30,000 | Board Chair additional fee |
| Total cash received | $90,000 | McLernon’s 2024 cash compensation |
| Meeting fees | $0 | None |
Performance Compensation
Directors are eligible for equity under the Equity Plan; in 2024, non-employee directors (including McLernon) received restricted stock grants; no performance metrics disclosed for director equity.
| Grant Date | Instrument | Shares | Grant-Date Fair Value/Share (USD) | Total Grant-Date Fair Value (USD) |
|---|---|---|---|---|
| 2024-06-28 | Restricted stock | 51,020 | $0.98 | Included in $100,000 total |
| 2024-12-31 | Restricted stock | 65,790 | $0.76 | Included in $100,000 total |
| 2024 Total | Restricted stock | 116,810 | n/a | $100,000 |
No director performance metrics (TSR, EBITDA, ESG) tied to director equity grants are disclosed; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company | Business Linkage to VFF | Interlock/Conflict Note |
|---|---|---|
| City Office REIT (NYSE) | Real estate ownership/management | No related-party transactions disclosed involving McLernon; CG&N oversees conflicts |
| Canadian Urban Ltd. (Private) | Real estate investment/management | Same as above |
| A&W Revenue Royalties Income Fund (prior) | QSR royalties trust | Prior role; no current conflict disclosed |
Expertise & Qualifications
- Global operating leadership and governance experience through Colliers co-founding and multi-decade CEO/Chair roles .
- Board leadership as independent Chair; governance process oversight per Board Mandate (agenda setting, evaluation, succession planning) .
- CG&N membership with responsibilities for governance policy, director nominations, and related-party/conflict review .
Equity Ownership
| Ownership Category (as of 2025 Record Date) | Count | Notes |
|---|---|---|
| Common Shares | 115,100 | Direct share ownership |
| Restricted Shares | 51,020 | Granted to directors in 2024; included in beneficial ownership |
| Options exercisable within 60 days | 258,665 | Included in beneficial ownership calculation |
| Total beneficial ownership (SEC basis) | 424,785 | Less than 1% of outstanding shares |
| Options outstanding (total) | 365,316 | Options held as of 12/31/2024 |
Shares outstanding at Record Date: 112,337,049; McLernon’s beneficial ownership is under 1% .
Governance Assessment
- Strengths:
- Independent Chair with 100% attendance; robust governance infrastructure (charters, Code of Ethics, Insider Trading Policy) and independent committees .
- Director compensation mix shows meaningful equity component ($100k stock vs $90k cash), aligning interests with shareholders .
- CG&N oversight of conflicts; no related-party transactions involving directors reported for the last two fiscal years .
- Watch items / RED FLAGS:
- Section 16(a) late filings: McLernon “inadvertently reported a series of late transactions on a single Form 4” filed April 12, 2024 (administrative process control weakness) .
- No director term limits; Board does not use formal renewal mechanisms (potential entrenchment risk) .
- Say-on-pay support in 2023 was 81.71% “FOR,” acceptable but below typical large-cap medians; indicates room for continued investor engagement .
Director Compensation (Mix and Trend)
| Year | Cash Fees (USD) | Stock Awards (USD) | Total (USD) | Mix (Cash/Equity) |
|---|---|---|---|---|
| 2024 | $90,000 | $100,000 | $190,000 | ~47% / ~53% |
Board Committees (McLernon)
| Committee | Role | Chair |
|---|---|---|
| Corporate Governance & Nominating | Member | Christopher C. Woodward |
| Audit & Risk | Not a member | Chair: John P. Henry |
| Compensation | Not a member | Chair: Christopher C. Woodward |
Policies and Controls (Investor Confidence Signals)
- Code of Ethics & Whistleblower Policy; no waivers granted to directors/officers; no 8-K disclosures of departures from the Code in the most recent fiscal year .
- Insider Trading Policy in place; Disclosure Policy with a standing Disclosure Committee .
- No indebtedness of directors to the Company and prohibition on personal loans to directors/executives .
- Legal proceedings: Company reports no director involvement in sanctions, cease trade orders, bankruptcies, or securities law violations within the look-back periods .
Shareholder Votes (Context)
| Item | Result |
|---|---|
| 2023 Say-on-Pay (advisory) | 81.71% For; 15.28% Against; 3.02% Abstain |
| 2023 Director Elections (selected) | McLernon: 82.47% For; 17.53% Withheld |
Majority voting policy in place; withhold-majority nominees expected to resign subject to Board decision within 90 days .
Related Party Transactions
- None involving directors above materiality thresholds in the last two completed fiscal years; CG&N reviews related-party transactions. Note: CEO Securityholders’ Agreement disclosed separately (pre-emptive and registration rights) .
Conclusion
McLernon’s governance profile reflects an independent, highly engaged Chair with strong attendance and clear alignment via equity grants. Key watch items are administrative late Section 16 filings and lack of director term limits; however, there are no disclosed related-party exposures or legal issues, and committee independence and governance policies appear robust .