Judd Nordquist
About Judd T. Nordquist
Independent director since March 2019; age 55. A Certified Public Accountant with 30+ years in public accounting, former Partner and Board member at Abdo L.L.P. through April 2023, with expertise in financial statements, audits, and corporate strategy; designated Audit Committee Chair and recognized as an SEC “audit committee financial expert.” Serves on Audit and Nominating, Corporate Governance and Compensation (NCGC) Committees; independence affirmed under Nasdaq Rules and NI 52-110.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abdo L.L.P. (and predecessor) | Partner; Board member | Through Apr 2023 | Led manufacturing, distribution, agriculture, real estate and construction segments; responsible for strategic plans and results; advisory on M&A, audit, tax planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of CPAs | Member | Not disclosed | Professional standards and network engagement |
| Minnesota Society of CPAs | Member | Not disclosed | Professional development and industry participation |
| DFK International | Member | Not disclosed | International accounting network affiliation |
Board Governance
- Committee assignments: Audit Committee Chair; NCGC Committee member; both committees fully independent; Nordquist is financially literate and designated an “audit committee financial expert.”
- Independence status: Independent director (one of three independent directors on five-member Board).
- Attendance and engagement: In 2024, Board held 19 meetings (4 regular, 15 special); Audit 4; NCGC 2. Each director attended at least 75% of Board/committee meetings during service; directors serving on Audit/Comp/N&G committees attended all committee meetings.
- Executive sessions: Independent directors held one executive session in 2024; encouraged to meet without management as needed.
- Section 16 compliance: One late Form 4 filing for Nordquist, filed Feb 25, 2025 (two transactions).
Fixed Compensation
| Year | Annual Cash Retainer ($) | Meeting Fees ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 71,000 | Not disclosed | Not disclosed | 71,000 |
Performance Compensation
| Year | RSU Grant Details | Option Grant Details | Fair Value RSUs ($) | Fair Value Options ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 418,696 RSUs granted; 364,583 vested immediately; 54,113 vest on 1st anniversary (Aug 22, 2025) | 499,559 options granted; vesting terms per grant; see outstanding schedule below | 211,441 | 196,531 | 478,972 |
- Vesting schedules (outstanding as of Dec 31, 2024):
- RSUs: 11,057 vest Mar 15, 2025; 28,581 vest Dec 14, 2025; 54,113 vest Aug 22, 2025; RSUs settle/pay on the third anniversary of grant date.
- Options: 64,616 unvested options vest in full on Aug 22, 2025; 1,025,647 options vested.
- Performance metrics tied to director compensation: None disclosed; director equity awards vest on time-based schedules; NCGC sets director pay based on comparable company reviews and committee responsibilities.
Other Directorships & Interlocks
- Other public company directorships: Not disclosed for Nordquist.
- Interlocks/conflicts: None disclosed for Nordquist; Audit Committee oversees related-party transactions generally.
Expertise & Qualifications
- CPA; extensive audit and financial reporting experience; financial statements and transactions, external/internal audit, corporate strategy.
- Designated Audit Committee financial expert; leads Audit Committee risk oversight of financial reporting and internal controls.
Equity Ownership
| Security/Right | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Subordinate Voting Shares | 1,082,347 | <1% | Includes options/RSUs within 60-day window per footnote |
| Multiple Voting Shares | 845 | 0.3% of MV shares | Converts to 84,500 Subordinate Voting Shares |
| Total Capital Stock (as-converted) | 1,166,847 | <1% | Aggregates SVS + MV (×100) |
| Options exercisable within 60 days | 1,025,647 | — | Included in beneficial ownership per SEC rules |
| RSUs settling within 60 days | 33,170 | — | Included in beneficial ownership per SEC rules |
- Hedging/pledging: Company currently has no hedging policy (governance risk). No pledging by Nordquist disclosed.
Governance Assessment
- Strengths:
- Independent Audit Chair with SEC financial expert designation; deep accounting/audit background aligned to VREOF’s complex financing and pending mergers; strong committee independence.
- Solid engagement: full committee meeting attendance in 2024; meaningful equity stake (options/RSUs) aligning interests with shareholders.
- Potential concerns/RED FLAGS:
- Section 16 timeliness: One late Form 4 filed in 2025 (two transactions) indicates minor compliance slippage.
- Company-level related-party exposure: Significant ongoing transactions with Chicago Atlantic entities affiliated with CEO/Co-Executive Chairman (Mazarakis), requiring stringent Audit Committee oversight; Nordquist’s chair role is pivotal to mitigate conflicts.
- No hedging policy: Absence may allow misalignment practices (e.g., hedging), though no specific hedging/pledging by Nordquist is disclosed.
- Overall implication: Nordquist’s independence, financial expertise, and Audit Committee leadership are positives for board effectiveness and investor confidence, particularly amid complex related-party financing and M&A; continued vigilance on transaction oversight and insider reporting timeliness is warranted.