Kathleen Mahoney
Village Farms InternationalAbout Kathleen M. Mahoney
Independent director since 2023; age 70. Former senior executive (operational and legal) at SpartanNash Company (Nasdaq: SPTN) and predecessor Nash Finch for 15+ years, following 20+ years in private practice and public service as Special Assistant Attorney General in Minnesota; JD, cum laude, Syracuse University College of Law . Beneficial ownership of VFF stock is less than 1% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpartanNash Company / Nash Finch | Executive-level operational and legal positions | 15+ years | Senior operating and legal leadership at Fortune 400 grocery distributor/retailer |
| Larson King LLP | Managing Partner | 20+ years in law practice (aggregate) | Firm management and litigation leadership |
| Oppenheimer Wolff & Donnelly | Partner | part of 20+ years legal career | Commercial litigation/advisory |
| Minnesota Attorney General’s Office | Special Assistant Attorney General | Early career | Public sector legal service |
External Roles
| Organization | Role | Notes |
|---|---|---|
| National Association of Corporate Directors | Former member | Governance professional association |
| Grand Rapids Chamber of Commerce | Governance Committee; Policy Committee | Regional business policy/governance involvement |
| Nonprofit boards | Director/Chair | 25+ years of service, including chair roles |
| Industry recognition | Various | Crain’s 100 Most Influential Women in Michigan (2016); Griffin Report Woman of Influence (2018); Progressive Grocer Top Woman in Grocery (2012, 2019); MSPBJ Women in Business Industry Leader (2011) |
Board Governance
- Independence: Classified as independent under Nasdaq/SEC/NI 52-110; Board majority independent (6 of 8) .
- Committees: Compensation Committee member; Corporate Governance & Nominating Committee member .
- Chair roles: None (Audit Chair—Henry; Compensation Chair—Woodward; Governance Chair—Woodward) .
- Attendance: 7 of 8 Board meetings in 2024; all directors attended 2024 annual meeting .
- Executive sessions: Independent directors met 4 times without management in 2024 .
- Risk oversight: Compensation Committee oversees comp/people risks; Governance Committee oversees related-party/conflict reviews .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee/Chair Fees | Meeting Fees | Total Cash | Equity Awards (Type) | Equity Grant Details | Total Compensation |
|---|---|---|---|---|---|---|---|
| 2024 | $60,000 | $0 (no chair roles) | $0 (no meeting fees) | $60,000 | Restricted Stock | 51,020 shares on 6/28/2024 at $0.98; 65,790 shares on 12/31/2024 at $0.76 (grant-date fair values) | $160,000 (Cash $60,000; Stock $100,000) |
Notes: Director cash retainer is standard $60,000; Board Chair +$30k, Audit Chair +$15k, Compensation/Governance Chair +$10k—none apply to Mahoney in 2024 .
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting | 2024 Actions |
|---|---|---|---|---|
| Director equity | Restricted stock (time-based) | None (no performance conditions disclosed for directors) | Not specified in proxy for directors | Grants made 6/28/2024 and 12/31/2024 with stated grant-date values |
No options granted to directors in 2024; directors hold legacy options outstanding (see Equity Ownership) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mahoney |
No related-party interlocks or transactions involving Mahoney disclosed; the only related agreement disclosed pertains to CEO DeGiglio’s securityholders’ rights .
Expertise & Qualifications
- Legal/governance and operational leadership expertise; JD, cum laude (Syracuse) .
- Recognized industry leader in food/grocery distribution; multiple awards and governance affiliations .
- Independent status; experienced in compensation and governance committee work .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | Components | Exercisable vs. Unexercisable | % Outstanding | Options Outstanding (Total) |
|---|---|---|---|---|---|
| May 9, 2025 | 140,654 | 51,020 restricted shares; options to purchase 89,634 shares (exercisable within 60 days) | 89,634 options exercisable within 60 days; unexercisable not specified | <1% (denoted by “*”) | 171,011 options outstanding as of 12/31/2024 |
No pledging or hedging activity by Mahoney disclosed; Insider Trading Policy addresses hedging/trading standards; no code waivers granted to directors .
Insider Trades and Section 16 Compliance
| Item | Detail | Date |
|---|---|---|
| Late Form 4 filing | One transaction reported late; filed April 10, 2024 (inadvertent) | 2024-04-10 |
Governance Assessment
- Strengths: Independent director with deep legal/governance and grocery supply chain expertise; active on Compensation and Governance committees; solid attendance (7/8); equity-heavy compensation (approx. 62.5% equity, 37.5% cash in 2024), aligning incentives with shareholders .
- Potential concerns/flags: One late Form 4 in 2024 (administrative compliance lapse, remediated via filing); no disclosed performance conditions on director equity (time-based RS) .
- Conflicts/related party: None disclosed involving Mahoney; no indebtedness; related-party disclosure limited to CEO securityholders’ agreement .