Kathleen M. Mahoney is and Independent Board Member of Village Farms International (NASDAQ VFF),  the former President MDV and Chief Legal Officer of SpartanNash Company (Fortune 500/NASDAQ SPTN), a food distribution and retail company.    Named one of the 100 Most Influential Women in Michigan by Crain’s (2016): a Woman of Influence in the Food Industry by the Griffin Report (2018); a Top Woman in Grocery (2012 and 2019); and a Women in Business Industry Leader by the MSPBJ (2011), Kathleen is a seasoned dealmaker and trusted advisor to boards and senior executives.  She has been repeatedly called on take the lead in managing CEO transitions and to solve complicated, impactful problems in a way that serves the company and its shareholders.  She has extensive dealmaking experience including: evaluating strategic opportunities, negotiating the terms of the deal and integrating the acquisition.  Kathleen regularly provides thought leadership on executive compensation issues and has expertise in corporate governance, regulatory compliance, risk management, logistics, government contracting, litigation management, unfair competition, insurance, communications, and community relations.  She has twice served as the interim Chief Human Resources Officer.

Kathleen recently served as President of MDV, where she led and had P&L responsibility for the $2 billion military division, which is the largest distributor to military commissaries worldwide, in terms of revenue.  MDV is keenly focused on customer service and in 2016 was awarded the exclusive contract to supply private label products to the Defense Commissary Agency.  She was responsible for developing the strategy for the division, overseeing MDV’s financial and operational performance, as well as the development of the military private label program.

Kathleen directed the legal and aviation departments at SpartanNash Company, and served as the primary adviser to the Company’s Board of Directors.  She played a key role in negotiating and closing the 2013 merger between her former employer, Nash-Finch Company (Fortune 2013:500, NASDAQ NAFC) and Spartan Stores to form SpartanNash Company and in driving synergies capture.  Prior to taking on the role of President, MDV, Kathleen oversaw the communications, corporate affairs, culture, and sustainability functions at SpartanNash.  Prior to the merger, she was responsible for risk management, asset protection, worker’s compensation, environmental compliance and insurance procurement.

Kathleen was a member of the senior executive team and is qualified to sit on compensation committees, audit committees, and nominating and governance committees.  As Chief Legal Officer, Kathleen was frequently called upon by the Boards she supported to analyze changing governance landscapes and to find creative solutions to executive compensation challenges.

Kathleen served as a member of the Board of Managers of the Company’s joint venture, Fresh City Market LLC since its inception in 2013 until 2021.  She has more than 25 years of nonprofit board service, including serving in the role of Chair.

Kathleen holds a JD, cum laude, from Syracuse University School of Law.    She began the active practice of law in the Minnesota Attorney General’s Antitrust Division where she prosecuted antitrust cases, including leading the states’ participation in a multistate investigation into the insurance industry and successfully representing the state of Minnesota before the United States Supreme Court.

She is a former member of the National Association of Corporate Directors, and a former member of the Grand Rapids, MI Chamber of Commerce Governance Committee and the Policy Committee.

PROFESSIONAL REFERENCES

• Dennis Eidson, Former Chairman/CEO, SpartanNash Company.
• Alec C. Covington, Former CEO/Director, Nash Finch Company. Chairman, TopBuild Corp.
• MG (ret.) Hawthorne L. Proctor, CEO, ProMar Inc. Director, SpartanNash Company.
• William R. Voss, Managing Director, Lake Pacific Partners, LLC. Director, SpartanNash Company.
• Yvonne R. Jackson, Founder/President, Beecher Jackson. Former Director, SpartanNash Company.
• Mickey P. Foret, Former Chairman/CEO, Northwest Airlines Corporation. Former Director, SpartanNash Company.

VALUES/ATTRIBUTES (per references)

• Authentic and engaging; a joy to work with and an all-around delightful person.
• Exceptional leader and team oriented; relationship savvy with intuitive interpersonal skills.
• High integrity, trustworthy, and impeccable character; has a strong moral compass.
• Smart, strategic, and broadly knowledgeable; a deep thinker who can be counted on for good advice and judgment.
• Calm and emotionally mature; disarming and unassuming.
• Effective communicator and a great listener; knows when to observe and when to speak up.
• Very prepared; will put in the research and work required for effective board service.

KEY STRENGTHS (per references)

• World-class lawyer with a keen understanding of business law in a public company context.
• Effective business operator and leader.
• Deep understanding of governance, diversity and inclusion, ESG, and how they add value.
• Experienced with compensation arrangements. Worked with the board and Governance Committee on director compensation and succession.
• Knows how to connect the dots between business strategy, operations, and legal affairs.
• Extensive board exposure and participation on board-level activities.
• Knowledgeable about CEO succession and transition planning/execution.

BOARD READINESS (per references)

“Kathy brings unmatched business acumen and leadership dexterity to the table. She contributes well beyond her legal and governance skills and our board has tremendous respect for her. She is a good thinker who you want to have in the boardroom.”

“Kathy has been a vital asset who has given exemplary guidance to our management teams and board. The way that she ran our multibillion-dollar military business, MDV, was very impressive. A dealmaker at heart, Kathy was central to the merger of Spartan and Nash. She was heavily involved in numerous acquisition transactions over the years – she played a key role in identifying the best opportunities, negotiating the right deal, and closing them.”

“Kathy was a great asset on the enterprise integration committee for SpartanNash. She was very involved, not just in the normal kind of legal post-closing stuff but in ensuring that we captured $60MM worth of additional profitability from the business. Due in part to the value she created, the company’s stock price doubled over the next three years.”

“Kathy finds a way to get things done and gets them done properly and legally. She is not a ‘stop sign’ type of lawyer – she is a true problem-solver.”

“She has a knack for what I call the ‘ethical climate’ – making sure that companies are meeting expectations and that the stockholders and investors are comfortable knowing that leadership is fully compliant with regulations and the SEC.”

“Kathy is not just a team player; she is a team leader. As a board director, she will bring expertise in succession and M&A. She effectively worked with the Chairman and our Nominating and Corporate Governance Chair on director recruitment. She has the right temperament and skills for board service.”

“She is capable of capturing a vast amount of information and distilling it down for leadership so that solutions can be developed effectively and efficiently. Kathy was always the go-to person to make sure that questions were raised and solutions were found. She provided a balanced approach to capitalizing on opportunities and overcoming challenges faced by the company.”

“Her business capabilities cannot be understated. Kathy is not just a world-class General Counsel, but an exceptional business driver and P&L leader. I have worked with a lot of General Counsels during my board service, and I can confidently say that Kathy is one of the best.”

“She knows the intricacies of complicated government contracting. Kathy would be great on the board of a company that had a complex supply chain or government interface.”

“Kathy is masterful with diversity and inclusion, and has played an important role in our company’s global ESG strategy. She was at the forefront of those matters for a public company and knows them better than many board members.”