Tom Heinen
About Tom Heinen
Tom Heinen, 69, is an independent director of Where Food Comes From, Inc. (WFCF) and co-president of Heinen’s Fine Food Stores since 1994; he holds B.S. and B.A. degrees in Business Management from Bucknell University and serves on the Board of The Boys and Girls Club of Cleveland . Heinen has served on WFCF’s Board since September 2012 and is currently a member of the Audit Committee; the Board has formally determined that he is independent under Nasdaq and SEC rules . Directors at WFCF are elected annually for one-year terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heinen’s Fine Food Stores | Co-President | 1994–present | Managed labor relations, central manufacturing, and strategic direction for meat, foodservice, and bakery |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boys and Girls Club of Cleveland | Board Member | Ongoing (not dated) | Community engagement; governance experience |
Board Governance
- Committee assignments:
- Audit Committee: Member (Adam Larson, Chair; Graeme P. Rein; Tom Heinen) .
- Compensation Committee: Not a member (members: Adam Larson, Pete Lapaseotes) .
- Nominating & Corporate Governance Committee: Not a member (members: Pete Lapaseotes, Adam Larson) .
- Independence: The Board determined Heinen is “independent” under Nasdaq and SEC rules .
- Tenure and terms: Served since September 2012; directors serve one-year terms and are re-elected annually .
- Attendance: All incumbent directors attended at least 75% of aggregate meetings of the Board and committees on which they served (most recent disclosure) .
- Meetings held: In 2024, the Board held one formal and one telephonic meeting . Independent directors regularly meet in executive session .
- Audit Committee meeting frequency note: 2024 proxy disclosed four Audit Committee meetings in 2023 , while 2025 proxy disclosed five Audit Committee meetings in 2023 .
Fixed Compensation
Directors receive cash meeting fees and modest equity grants; fees are $8,000 per in-person meeting and $3,000 per telephonic meeting >15 minutes, plus an annual grant of 500 fully vested shares (Nov 21, 2024) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $29,000 | $28,635 |
| Stock Awards ($) | $6,870 | $5,635 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $35,870 | $34,270 |
| Options Outstanding (#) | 1,750 | 1,750 |
Performance Compensation
- Equity awards to directors are modest and fully vested; no performance conditions are disclosed for director grants. The 2026 Equity Incentive Plan introduces formal clawback applicability for performance-based awards and prohibits repricing without shareholder approval; it also caps non-employee director cash awards at $400,000 per fiscal year and equity awards at 50,000 shares per fiscal year .
| Grant Date | Shares Granted (#) | Vesting | Fair Value ($) | Instrument |
|---|---|---|---|---|
| Nov 11, 2023 | 500 | Fully vested | $6,870 | Common shares |
| Nov 21, 2024 | 500 | Fully vested | $5,635 | Common shares |
Other Directorships & Interlocks
- Potential interlock/customer tie: WFCF’s fee-based retail labeling program was initially piloted with Heinen’s grocery chain, the company Tom Heinen co-leads; WFCF announced expansion of this program to additional retailers in 2025 . WFCF’s Nominating & Corporate Governance Committee oversees related-party conflict review procedures via an independent, disinterested committee when needed .
Expertise & Qualifications
- Retail operations and consumer demand expertise from 40+ years in food retail; management experience across labor relations and manufacturing supports WFCF’s certification and retail labeling strategies .
- Financial oversight experience through Audit Committee membership (committee addresses financial statement integrity, compliance, and auditor independence) .
Equity Ownership
| Metric | Feb 22, 2024 | Feb 13, 2025 |
|---|---|---|
| Shares Owned (#) | 30,250 | 30,250 |
| Exercisable Options (#) | 1,750 | 1,750 |
| Unexercisable Options (#) | 0 | 0 |
| Total Beneficial Ownership (#) | 32,000 | 32,000 |
| Ownership (%) | <1% | <1% |
- Insider trading policy discourages pledging and derivatives trading due to appearance of impropriety and timing risks, though not absolutely prohibited by law .
Governance Assessment
- Strengths: Heinen is independent and serves on a fully independent Audit Committee, bolstering financial oversight; director compensation structure is modest with per-meeting fees and small equity grants; proposed 2026 plan features a clawback, anti-repricing, and director award caps that reduce pay inflation and governance risk .
- Engagement: Board and committee participation met the 75% threshold; Board met formally and telephonically in 2024, and independent directors hold executive sessions, supporting oversight .
- Potential conflicts and controls: Heinen’s co-leadership of Heinen’s grocery chain, an early customer of WFCF’s retail labeling program, presents a potential related-party exposure; WFCF maintains procedures requiring review by an independent, disinterested committee for related-person transactions, mitigating conflict risks .
- RED FLAGS:
- Customer relationship with Heinen’s grocery chain could create perceived conflicts if Board decisions directly affect that program; ensure any transactions or decisions involving Heinen’s are vetted under related-party procedures and that Heinen recuses as appropriate .
- Audit Committee meeting count disclosed inconsistently across proxies for 2023 (four vs. five), which warrants clarification for process transparency .