Green Thumb Industries (GTBIF) board set, auditor re-appointment, Super Voting change
Rhea-AI Filing Summary
Green Thumb Industries Inc. is soliciting proxies for its virtual 2026 Annual and Special Meeting of Shareholders to be held on June 16, 2026 at www.virtualshareholdermeeting.com/GTBIF2026. Shareholders will vote to set the board size at seven directors, elect directors, approve an advisory “Say-on-Pay,” re-appoint Baker Tilly US, LLP as auditors, and vote on an amendment to the articles to change the Super Voting Share automatic conversion threshold from 50% to 25%.
The record date for voting is April 20, 2026. Proxy materials, the 2025 Form 10-K and audited financial statements are available at gtigrows.com, SEDAR+ and the SEC website. The Board and independent directors recommend voting FOR all proposals, including the article amendment.
Positive
- None.
Negative
- None.
Insights
Proposal to lower the Super Voting Share conversion trigger alters long‑term control mechanics without changing current voting percentages.
The proposed amendment reduces the automatic conversion trigger for Super Voting Shares from 50% to 25%, preserving a larger window for initial holders to change holdings without forced conversion. The independent directors and Audit Committee recommend the change.
The amendment requires a special resolution: 66 2/3% of votes cast and a simple majority excluding Initial Holders. Watch for shareholder voting outcomes and any subsequent changes the Board may make under the authorization language.
Key Figures
Key Terms
Notice-and-Access regulatory
Coattail Agreement corporate
Pre-funded warrants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
GREEN THUMB INDUSTRIES INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
OF GREEN THUMB INDUSTRIES INC.
AND
PROXY STATEMENT
FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 16, 2026
April [•], 2026
GREEN THUMB INDUSTRIES INC.
Notice of Annual and Special Meeting of Shareholders (the “Notice”)
The 2026 annual and special meeting of shareholders (the “Meeting”) of Green Thumb Industries Inc., a British Columbia corporation (the “Corporation” or the “Company”), will be a virtual meeting held on June 16, 2026 beginning at 2:00 p.m. (Central time), at www.virtualshareholdermeeting.com/GTBIF2026.
The following matters will be considered at the Meeting:
This Notice is accompanied by the proxy statement and the accompanying form of proxy (“Proxy Instrument”). As permitted by applicable securities law, the Company is using “Notice-and-Access” to deliver the proxy statement to shareholders. This means that the proxy statement is being posted online to access, rather than being mailed out. Notice-and-Access substantially reduces the Company’s printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption. The proxy statement, the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2025, together with the notes thereto, the independent auditor’s report thereon and the related management’s discussion and analysis are available on the Investors page of the Company’s website at gtigrows.com, Canada’s System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders will still receive a Proxy Instrument or a voting instruction form in the mail so they can vote their shares but, instead of receiving a paper copy of the proxy statement, they will receive a notice with information about how they can access the proxy statement electronically and how to request a paper copy.
The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof is April 20, 2026 (the “Record Date”). Shareholders of the Company whose names have been entered in the register of shareholders of the Company at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof.
A shareholder of the Company may attend the Meeting live via webcast or may be represented by proxy. Registered shareholders of the Company who are unable to attend the Meeting or any adjournment(s) thereof via the webcast are requested to date, sign and return the accompanying Proxy Instrument for use at the Meeting or any adjournment(s) thereof.
To be effective, the enclosed Proxy Instrument must be returned to our proxy tabulator, Broadridge Financial Solutions (“Broadridge”) by mail using the enclosed return envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, you may vote by Internet at www.proxyvote.com and clicking “Vote” or by calling 1-800-690-6903. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 10:59 p.m. (Central Time) on June 12, 2026 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment(s) to the Meeting.
Whether or not you plan to attend the Meeting via live webcast, we encourage you to read this proxy statement and promptly vote your shares. For specific instructions on how to vote your shares, please refer to the section entitled “How You Can Vote” and to the instructions on your proxy or voting instruction card.
DATED as of April [•], 2026 By Order of the Board of Directors |
|
/s/ Benjamin Kovler |
Benjamin Kovler |
Chief Executive Officer, Chairman and Founder |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON June 16, 2026 The Notice of Annual and Special Meeting and Proxy Statement are available on our website at investors.gtigrows.com/2026proxy. The 2026 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, is available on our website at investors.gtigrows.com/2026annualreport. YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY OVER THE INTERNET BY VISITING WWW.PROXYVOTE.COM OR BY TELEPHONE (800) 690-6903 OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL AND SPECIAL MEETING. |
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE ANNUAL AND SPECIAL MEETING AND VOTING |
2 |
Proxy Materials |
2 |
How You Can Vote |
5 |
Shareholder Proposals and Director Nominations |
8 |
Description of the Company’s Voting Securities |
9 |
Notice-and-Access |
11 |
Obtaining Additional Information |
11 |
OVERVIEW OF PROPOSALS TO BE VOTED ON |
13 |
PROPOSALS NO. 1 AND 2—ELECTION OF DIRECTORS |
13 |
Biographical Information |
14 |
Replacement or Removal of Directors |
17 |
Advance Notice Policy |
17 |
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions |
18 |
Certain Relationships, Related Transactions and Policy Regarding Related Party Transactions |
18 |
PROPOSAL NO. 3—VOTE TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION |
22 |
PROPOSAL NO. 4—RE-APPOINTMENT AND REMUNERATION OF AUDITORS |
23 |
Principal Audit Fees and Services |
23 |
Pre-Approval Policies and Procedures |
23 |
Audit Committee Report |
23 |
PROPOSAL NO. 5—VOTE TO APPROVE AMENDMENT TO THE ARTICLES |
25 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
27 |
SECURITY BASED COMPENSATION ARRANGEMENTS |
29 |
Equity Compensation Plan Information |
29 |
Summary of Terms and Conditions of the Incentive Plan |
29 |
Description of Awards |
30 |
Administration of the Stock and Incentive Plan |
31 |
Tax Withholding |
31 |
Amendments and Termination |
31 |
Corporate Transactions |
32 |
GOVERNANCE |
33 |
Board of Directors |
33 |
Board Committees |
35 |
Communications with the Board of Directors |
36 |
EXECUTIVE OFFICERS |
37 |
COMPENSATION DISCUSSION AND ANALYSIS |
38 |
Executive Summary of Executive Compensation |
38 |
Compensation Governance and Process |
41 |
Elements of Compensation |
43 |
RYTHM, Inc. Equity Awards |
48 |
Insider Trading Policies |
49 |
Perquisites and Other Personal Benefits |
49 |
Employment Arrangements |
49 |
Retirement Benefit Plans |
49 |
Termination and Change in Control Benefits |
49 |
COMPENSATION COMMITTEE REPORT |
51 |
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COMPENSATION TABLES |
52 |
Summary Compensation Table |
52 |
Grant of Plan-Based Awards |
53 |
Outstanding Equity Awards Table |
54 |
Options Exercised and Stock Vested |
55 |
Potential Payments Upon Termination or Upon Change in Control |
55 |
Pay Ratio |
55 |
Pay-versus-Performance Table |
57 |
Most Important Financial Measures Used to Determine Compensation |
58 |
DIRECTOR COMPENSATION |
59 |
Compensation Committee Interlocks and Insider Participation |
59 |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
60 |
APPROVAL |
61 |
Appendix A—Non-GAAP Financial Information |
A-1 |
|
|
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PROXY STATEMENT FOR THE 2026 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2026
This proxy statement contains information about the 2026 annual and special meeting of shareholders (the “Meeting”) of Green Thumb Industries Inc., to be held via live webcast on June 16, 2026 beginning at 2:00 p.m. (Central time), at www.virtualshareholdermeeting.com/GTBIF2026. The board of directors (the “Board”) of the Company is using this proxy statement to solicit proxies for use at the Meeting. Unless the context otherwise requires, references to “we,” “us,” “our,” “Company,” “Corporation” or “Green Thumb” or similar terms refers to Green Thumb Industries Inc. together with its wholly-owned subsidiaries. The mailing address of our principal executive offices is 325 West Huron Street, Suite 700, Chicago, Illinois 60654.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke it at any time up to and including the day two business days preceding the day of the Meeting by giving our Corporate Secretary written notice to that effect or at the Meeting by providing written notice to our Chair to that effect.
We made this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) available to shareholders on April [•], 2026.
Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting of Shareholders to be Held on June 16, 2025:
This proxy statement and our 2025 Form 10-K are available for viewing, printing and downloading at www.proxyvote.com.
A copy of our 2025 Form 10-K, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026, except for exhibits, will be furnished without charge to any shareholder upon written request to our Corporate Secretary at investorrelations@gtigrows.com. This proxy statement and our 2025 Form 10-K are also available on the Investors page of our website at gtigrows.com, the SEC’s website at www.sec.gov and SEDAR+ at www.sedarplus.ca.
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GENERAL INFORMATION ABOUT THE ANNUAL AND SPECIAL MEETING AND VOTING
Proxy Materials
Why am I receiving these materials?
Our Board is using this proxy statement to solicit proxies for use at the Meeting to be held via live webcast on June 16, 2026 and is making these materials available by posting them online to access, rather than mailing them out unless requested by a shareholder. The cost of any solicitation will be borne by the Company. Proxies may also be solicited personally by employees of the Company at nominal cost to the Company.
As a shareholder, you are invited to attend the Meeting and are entitled and requested to vote on the business items described in this proxy statement. This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of management of the Company and the Board. This proxy statement is designed to assist you in voting your shares and includes information that we are required to provide under the rules of the SEC and applicable Canadian securities laws.
These proxy materials are being sent to both registered and non-registered shareholders. In some instances, the Company has distributed copies of the Notice, the proxy statement and the accompanying Proxy Instrument (collectively, the “Documents”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “Intermediaries”, and each an “Intermediary”) for onward distribution to non-registered shareholders whose shares are held by or in the custody of those Intermediaries (“Non-registered Shareholders” or “beneficial owners”). The Intermediaries are required to forward the Documents to Non-registered Shareholders.
Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries, or by the Company if the names and addresses of Non-registered Shareholders are provided by the Intermediaries.
Non-registered Shareholders who have received the Documents from their Intermediary should follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:
If you are a Non-registered Shareholder (beneficial owner), the Company or its agent has sent these materials to your Intermediary in accordance with applicable securities regulatory requirements. Your Intermediary is responsible for: (i) delivering the Documents to you; and (ii) executing your proper voting instructions. Non-registered Shareholders who have elected to receive the Documents by electronic delivery (“e-Delivery”) will have received e-mail notification from the Intermediary that the Documents are available electronically on the Company’s website. Please return your voting instructions as specified in the request for voting instructions.
Receiving Future Meeting Materials by Email eDelivery ensures that shareholders receive documents faster, helps reduce printing and postage expenses and creates less paper waste. Shareholders who wish to enroll in e-Delivery may sign up at www.proxyvote.com. |
What is included in the proxy materials?
The proxy materials include:
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What information is contained in this proxy statement?
The information in this proxy statement relates to the proposals to be voted on at the Meeting, the voting process, our Board and its committees, corporate governance, the compensation of our directors and executive officers and other required information.
I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy?
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of the materials, please request the additional copy by contacting our Corporate Secretary at investorrelations@gtigrows.com or by calling us at (312) 471-6720.
A separate set of the materials will be sent promptly following receipt of your request.
If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact Broadridge Financial Solutions at:
Broadridge
51 Mercedes Way
Edgewood, NY 11717
1-866-540-7095
If you are a beneficial owner of shares and you wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact your bank or broker directly.
Shareholders also may write to, or email us, at the address below to request a separate copy of the proxy materials:
Green Thumb Industries Inc.
Attn: Corporate Secretary
325 West Huron Street, Suite 700
Chicago, Illinois 60654
investorrelations@gtigrows.com
Who pays the cost of soliciting proxies for the Meeting?
We will bear the cost of solicitation. This solicitation of proxies is being made to shareholders by mail, but may be supplemented by telephone or other personal contact.
We will not reimburse Intermediaries for forwarding proxy materials to objecting beneficial owners and such objecting beneficial owners will not receive proxy materials unless their Intermediaries assume the cost of delivery.
What items of business will be voted on at the Meeting?
The business items to be voted on at the Meeting are to:
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What are my voting choices?
You may vote “FOR” or “AGAINST” for the setting of the number of directors at seven; “FOR” or “WITHHOLD” for the election of each director nominee; “FOR,” “AGAINST” OR “ABSTAIN” for the Say-on-Pay Proposal; “FOR” or “WITHHOLD” for the re-appointment of Baker Tilly as auditors for the ensuing year and the authorization of the Board to fix the auditor’s remuneration and set the terms of engagement; and “FOR,” “AGAINST” or “ABSTAIN” for the Amendment Proposal.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares “FOR” the setting of the number of directors at seven; “FOR” each of its nominees for election to the Board; “FOR” the Say-on-Pay Proposal; and “FOR” the re-appointment of Baker Tilly, as auditors for fiscal 2025 and the authorization of the Board to fix the auditor’s remuneration and set the terms of engagement; and the independent members of our Board recommend that you vote “FOR” the Amendment Proposal.
What vote is required to approve each item?
To conduct business at the Meeting, the quorum of shareholders is one person who holds, or who represents by proxy one or more shareholders who in the aggregate hold, at least 5% of the issued shares entitled to be voted at the Meeting.
If you indicate “WITHHOLD” in respect to the election of directors, your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Meeting. As described below, broker non-votes will be counted for determining the presence or absence of a quorum for the transaction of business at the Meeting, but will not be considered votes cast with respect to the election of any director nominee or on any other proposal. Abstentions will also not be treated as votes cast and will not be counted in the determination of the outcome of the Say-on-Pay Proposal, the Amendment Proposal or any other proposal.
Proposal |
|
Required Vote |
1. Set the number of directors at seven |
|
Majority of the votes cast on the proposal |
2. Election of directors |
|
Plurality of the votes cast |
3. Approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement |
|
Majority of the votes cast on the proposal |
4. Re-appointment and remuneration of auditors |
|
Majority of the votes cast on the proposal |
5. Approve the Amendment Proposal, as described in this Proxy Statement |
|
(i) 66 2/3% of the votes cast on the proposal by all shareholders, voting as a single class, and (ii) a simple majority of affirmative votes cast at the Meeting, excluding votes cast by the “Initial Holders” (as defined in Proposal No. 5 below) |
What happens if additional items are presented at the Meeting?
As of the date of this proxy statement, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Instrument to vote such proxy according to their best judgment.
Where can I find the voting results?
We expect to announce preliminary voting results at the Meeting and to publish final results in a current report on Form 8-K that we will file with the SEC promptly following the Meeting. The Form 8-K will also be available on SEDAR+ and on the Investors page of our website gtigrows.com.
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How You Can Vote
What shares can I vote?
You are entitled to vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through an Intermediary. On the Record Date, there were [•] shareholders of record holding (i) [•] Subordinate Voting Shares; (ii) [•] Multiple Voting Shares; and (iii) [•] Super Voting Shares.
REGISTERED SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT THEM AT THE MEETING OTHER THAN THE PERSON(S) DESIGNATED IN THE PROXY INSTRUMENT either by striking out the names of the persons designated in the Proxy Instrument and by inserting the name of the person or company to be appointed in the space provided in the Proxy Instrument or by completing another proper form of proxy and, in either case, delivering the completed proxy to Broadridge by mail using the enclosed return envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, you may vote by Internet at www.proxyvote.com and clicking “Vote” or by calling 1-800-690-6903.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Most of our shareholders hold their shares through an Intermediary, such as a bank, broker or other nominee rather than having the shares registered directly in their own name. Summarized below are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record
If your shares are registered directly in your name with our transfer agent, Odyssey Trust Company, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to representatives from the Company or to another person, or to vote your shares electronically at the Meeting. You have received a proxy card to use in voting your shares either by mail or email.
Beneficial Owner
If your shares are held through an Intermediary such as a bank, broker, plan trustee or other nominee, it is likely that they are registered in the name of the Intermediary and you are the beneficial owner of shares held in street name.
As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to attend the Meeting. Your Intermediary has provided a voting instruction card for you to use in directing how your shares are to be voted. However, since a beneficial owner is not the shareholder of record, you may not vote your shares electronically at the Meeting, or any adjournment(s) or postponement(s) thereof, unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so.
How can I vote at the Meeting?
You may vote electronically at the Meeting or any adjournment(s) or postponement(s) thereof, those shares that you hold in your name as the shareholder of record. You may vote electronically at the Meeting or any adjournment(s) or postponement(s) thereof, shares for which you are the beneficial owner only by obtaining a legal proxy giving you the right to vote the shares from the Intermediary that is the registered holder of your shares.
Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions in advance as described below, so that your vote will be counted if you later decide not to attend.
How can I vote without attending the Meeting?
Whether you hold your shares as a shareholder of record or as a beneficial owner, you may direct how your shares are to be voted without attending the Meeting or any adjournment(s) or postponement(s) thereof. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares as a beneficial owner, you may vote by submitting voting instructions to the registered owner of your shares. Each registered shareholder submitting a proxy has the right to appoint one or more proxy holders (but not more than five) to represent the shareholder at the Meeting to the extent and with the powers conferred by the proxy.
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For directions on how to vote, please refer to the following instructions and those included on your proxy or voting instruction card. A proxy form will not be valid unless completed and deposited in accordance with the instructions set out in the proxy form.
Voting by Internet
Shareholders may vote over the Internet by following the instructions on the proxy or voting instruction card.
Voting by Mail
Shareholders may vote by mail by signing, dating and returning their proxy or voting instruction card to our proxy tabulator, Broadridge, at the following address:
Vote Processing, c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
How do I attend the virtual Meeting?
This year’s Meeting will again be a completely virtual meeting of shareholders, which will be conducted via live webcast. You are entitled to participate in the Meeting only if you were a registered shareholder as of the close of business on April 20, 2026 or if you hold a valid proxy to vote at the Meeting.
You will be able to attend the Meeting online and submit your questions during the Meeting by visiting www.virtualshareholdermeeting.com/GTBIF2026. You will also be able to vote your shares electronically at the Meeting. To participate, you will need your 16-digit control number that is included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.
The Meeting will begin promptly at 2:00 p.m., Central time. We encourage you to access the Meeting prior to the start time. Online access will open at 1:45 p.m., Central time, and you should allow ample time to log in to the Meeting webcast and test your computer audio system. Technical assistance will be available if you have difficulty logging into the Meeting via a telephone number that will be posted on the login page to the Meeting.
We recommend that you carefully review the procedures needed to gain admission in advance. If you do not comply with the procedures described here for attending the Meeting online, you will not be able to participate online.
What will I need to attend the virtual Meeting?
If you were a shareholder of record as of the close of business on April 20, 2026, or you hold a valid proxy for the Meeting, you may attend the Meeting, vote, and submit a question during the Meeting by visiting www.virtualshareholdermeeting.com/GTBIF2026 and using your 16-digit control number to enter the Meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may join the Meeting as a guest or by obtaining a proxy from the owner of record. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Meeting.
Will I be able to attend the Meeting without a 16-digit control number?
Yes, you may register to attend the Meeting as a guest, but you will not be able to submit questions or comments and will not be able to vote at the Meeting without your 16-digit control number.
Why a virtual annual meeting?
We are excited to again embrace virtual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our shareholders and the Company. A virtual meeting enables increased shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more shareholders to attend the Meeting and is the most appropriate format for our shareholders and other Meeting attendees.
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You will be able to attend the Meeting online and submit your questions or comments during the Meeting by visiting www.virtualshareholdermeeting.com/GTBIF2026. You will also be able to vote your shares electronically at the Meeting. We encourage you to vote your shares prior to the Meeting to ensure they are represented. Even if you submit a vote prior to the Meeting, you will have an opportunity to vote again during the Meeting and automatically revoke your earlier vote.
What if during the check-in period or during the Meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Meeting. If you encounter any difficulties accessing the virtual Meeting during check-in or during the Meeting, please call the technical support number that will be posted on the virtual Meeting login page (www.virtualshareholdermeeting.com/GTBIF2026).
How do I submit questions for the Meeting?
Shareholders who wish to submit questions or comments may do so during the live webcast of the Meeting at www.virtualshareholdermeeting.com/GTBIF2026. Instructions will be available on the virtual Meeting site and technical assistance will be available.
How will my shares be voted?
Shares represented by properly executed proxies in favor of persons designated in the printed portion of the enclosed Proxy Instrument WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE SETTING OF THE NUMBER OF DIRECTORS AT SEVEN, FOR THE ELECTION OF EACH DIRECTOR NOMINEE, FOR THE SAY-ON-PAY PROPOSAL, FOR THE RE-APPOINTMENT OF BAKER TILLY US, LLP AS THE AUDITORS OF THE COMPANY AND FOR THE AUTHORIZATION OF THE BOARD TO FIX THE AUDITORS’ REMUNERATION AND TERMS OF ENGAGEMENT, AND FOR THE AMENDMENT PROPOSAL. The shares represented by the Proxy Instrument will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. The enclosed Proxy Instrument confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. As of the date of this proxy statement, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Instrument to vote such proxy according to their best judgment.
Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?
If your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker. If you sign and return your card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board.
If you do not return your voting instruction card on a timely basis, your broker will have the authority to vote your brokerage shares only on the proposal to re-appoint our auditor. Your broker will be prohibited from voting your shares without your instructions on setting the number of directors, the election of directors, the Say-on-Pay Proposal, the Amendment Proposal and on any other proposal. These “broker non-votes” will be counted only for the purpose of determining whether a quorum is present at the Meeting and not as votes cast. Such broker non-votes will have no effect on the outcome of the matter as they will not be deemed to be shares cast.
Will shares that I own as a shareholder of record be voted if I do not timely return my proxy card?
Shares that you own as a shareholder of record will be voted as you instruct on your proxy card. If you sign and return your proxy card without giving specific instructions, they will be voted in accordance with the procedure set out above under the heading “How will my shares be voted?”
If you do not timely return your proxy card, your shares will not be voted unless you or your proxy holder attends the Meeting via the live webcast and any adjournment(s) or postponement(s) thereof and votes electronically submitted during the Meeting as described above under the heading “How can I vote at the Meeting?”
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When is the deadline to vote?
If you hold shares as the shareholder of record, your vote by proxy must be received before 10:59 p.m. (Central time) on June 12, 2026 or 48 hours prior to any adjournment(s) of the Meeting or must be deposited at the Meeting with the chairman of the Meeting before the commencement of the Meeting or any adjournment(s) thereof.
If you hold shares as a beneficial owner, please follow the voting instructions provided by your Intermediary.
May I change or revoke my vote?
A shareholder who has given a proxy pursuant to this solicitation may revoke it at any time up to and including the second business day preceding the day of the Meeting or any adjournment(s) thereof at which the proxy is to be used:
For shares you hold as a beneficial owner, you may change your vote by timely submitting new voting instructions to your Intermediary (which revokes your earlier instructions), or, if you have obtained a legal proxy from the Intermediary giving you the right to vote your shares, by attending the Meeting and voting via the live webcast.
What is the deadline to submit shareholder proposals to be included in the proxy materials for next year’s annual meeting?
The Company is subject to the rules of both the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and provisions of the Business Corporations Act (British Columbia) (“BCBCA”) with respect to shareholder proposals, as well as the Existing Articles. As clearly indicated under the BCBCA and SEC rules under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy materials.
Shareholder proposals submitted pursuant to SEC rules under the Exchange Act for inclusion in the Company’s proxy materials for next year’s annual meeting must be received by our Corporate Secretary no later than the close of business (Central time) on December 30, 2026 and must be submitted to our Corporate Secretary at Green Thumb Industries Inc., 325 West Huron Street, Suite 700, Chicago, Illinois 60654. Such proposals must also comply with all applicable provisions of Rule 14a-8 under the Exchange Act.
The BCBCA also sets out the requirements for a valid proposal and provides for the rights and obligations of the Company and the submitter upon a valid proposal being made. Proposals submitted under the applicable provisions of the BCBCA that a shareholder intends to present at next year’s annual meeting and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy relating to next year’s annual meeting must be received at least three (3) months before the anniversary of the Company’s last annual general meeting (March 16, 2027). Such proposals must also comply with all applicable provisions of the BCBCA and the regulations thereunder.
Proposals that are not timely submitted or are submitted to the incorrect address or other than to the attention of our Corporate Secretary may, at our discretion, be excluded from our proxy materials.
See below under the heading “How may I nominate director candidates or present other business for consideration at a meeting?” for a description of the procedures through which shareholders may nominate director candidates for consideration.
How may I nominate director candidates or present other business for consideration at a meeting?
Shareholders who wish to (1) submit director nominees for consideration or (2) present other items of business directly at next year’s annual meeting must give written notice of their intention to do so, in accordance with the deadlines described below, to our Corporate Secretary at the address set forth below under the heading “What if I have additional questions or how do I obtain additional copies of this proxy statement or voting materials?” Any such notice also must include the information required by the Articles (which may be obtained as provided below under the heading “How may I obtain financial and other information about Green Thumb Industries Inc.?”) and must be updated and supplemented as provided in the Articles.
8
Written notice of director nominees must be received, in the case of an annual meeting, not less than thirty (30) days prior to the date of the annual meeting of shareholders; provided, however, that if the annual meeting of shareholders is to be held on a date that is less than fifty (50) days after the date on which the initial public announcement of the date of the annual meeting of shareholders was made, notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following such public announcement, provided that, if Notice-and-Access (as defined in Canadian National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)) is used for delivery of proxy related materials in respect of a meeting described above, and the date of such first public announcement in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting. See “Advance Notice Policy” under “Proposals No. 1 and 2—Election of Directors” in this proxy statement.
How may I recommend candidates to serve as directors?
Shareholders may recommend director candidates for consideration by the Board by writing to our Corporate Secretary at the address set forth below under the heading “What if I have additional questions or how do I obtain additional copies of this proxy statement or voting materials?” in accordance with the notice provisions described above under the heading “How may I nominate director candidates or present other business for consideration at a meeting?”
To be in proper written form, such notice must set forth the nominee’s (i) name, age, business and residential address and principal occupation or employment for the past five (5) years; and (ii) his or her direct or indirect beneficial ownership in, or control or direction over, any class or series of securities of the Company, including the number or principal amount and such other information on the nominee and the nominating shareholder as set forth in the Articles, which may be obtained in accordance with the instructions below under the heading “How may I obtain financial and other information about Green Thumb Industries Inc.?”
Description of the Company’s Voting Securities
The Company is authorized to issue an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of Super Voting Shares.
On April 20, 2026, the Record Date, there were [•] shareholders of record holding (i) [•] Subordinate Voting Shares; (ii) [•] Multiple Voting Shares; and (iii) [•] Super Voting Shares.
The Subordinate Voting Shares and Multiple Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. Under Canadian securities laws, a “restricted security” means an equity security of a reporting issuer if, among other things, there is another class of securities of the reporting issuer that carries a greater number of votes per security relative to the equity security. As of the Record Date, the Subordinate Voting Shares represent approximately [•]% of voting rights attached to outstanding securities of the Company, the Multiple Voting Shares represent approximately [•]% of voting rights attached to outstanding securities of the Company, and the Super Voting Shares represent approximately[•]% of voting rights attached to outstanding securities of the Company.
The total number of equity shares assuming all are converted into Subordinate Voting Shares as of the Record Date would be [•].
Holders of Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held.
Holders of Multiple Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could then be converted (currently 100 votes per Multiple Voting Share held).
Holders of Super Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Super Voting Shares are entitled to 1,000 votes per share.
Our 2025 Form 10-K, filed with the SEC on February 25, 2026, provides further information regarding our securities.
9
Except as set out below, to the knowledge of the directors and officers of the Company, as of April 5, 2026, no person beneficially owns or exercises control over, directly or indirectly, more than 10% of the outstanding voting securities of the Company:
Name of Shareholder |
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Number of |
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Percentage of |
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Number of |
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Percentage of |
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Number of |
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Percentage of |
|
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Percentage of |
|
|||||||
Benjamin Kovler(1) |
|
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140,754 |
|
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69.8 |
% |
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— |
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— |
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735,908 |
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0.4 |
% |
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34.7 |
% |
Note:
Take-Over Bid Protection
Under applicable Canadian law, an offer to purchase Super Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares or Multiple Voting Shares. In accordance with the rules applicable to most senior issuers in Canada, in the event of a take-over bid, the holders of Subordinate Voting Shares or of Multiple Voting Shares will be entitled to participate on an equal footing with holders of Super Voting Shares. The owners of all the outstanding Super Voting Shares entered into a customary coattail agreement with the Company and a trustee (the “Coattail Agreement”). The Coattail Agreement contains provisions customary in Canada for dual class, listed corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares or Multiple Voting Shares of rights under applicable take-over bid legislation to which they would have been entitled if the Super Voting Shares had been Subordinate Voting Shares or Multiple Voting Shares.
The undertakings in the Coattail Agreement do not apply to prevent a sale by any initial holder of Super Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares and Multiple Voting Shares that:
In addition, the Coattail Agreement does not prevent the transfer of Super Voting Shares by an initial holder to a Permitted Holder (as that term is defined in the Articles). The conversion of Super Voting Shares into Multiple Voting Shares, whether or not such Multiple Voting Shares are subsequently sold or converted into Subordinate Voting Shares, would not constitute a disposition of Super Voting Shares for the purposes of the Coattail Agreement.
Under the Coattail Agreement, any disposition of Super Voting Shares (including a transfer to a pledgee as security) by a holder of Super Voting Shares party to the agreement will be conditional upon the transferee or pledgee becoming a party to the Coattail Agreement, to the extent such transferred Super Voting Shares are not automatically converted into Multiple Voting Shares in accordance with the Articles.
The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the Subordinate Voting Shares or of the Multiple Voting Shares. The obligation of the trustee to take such action is conditional on the Company or holders of the Subordinate Voting Shares or of the Multiple Voting Shares, as the case may be, providing such funds and indemnity as the trustee may require. No holder of Subordinate Voting Shares or of Multiple Voting Shares, as the case may be, has the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the
10
trustee fails to act on a request authorized by holders of not less than 10% of the outstanding Subordinate Voting Shares or of Multiple Voting Shares, as the case may be, and reasonable funds and indemnity have been provided to the trustee. The Company has agreed to pay the reasonable costs of any action that may be taken in good faith by holders of Subordinate Voting Shares or of Multiple Voting Shares, as the case may be, pursuant to the Coattail Agreement.
The Coattail Agreement provides that it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (i) the consent of any applicable securities regulatory authority in Canada; and (ii) the approval of at least 66 2/3% of the votes cast by holders of Subordinate Voting Shares and 66 2/3% of the votes cast by holders of Multiple Voting Shares excluding votes attached to Subordinate Voting Shares and to Multiple Voting Shares, if any, held by the initial holders, their affiliates and any persons who have an agreement to purchase Super Voting Shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement other than as permitted thereby.
No provision of the Coattail Agreement limits the rights of any holders of Subordinate Voting Shares or of Multiple Voting Shares under applicable law.
Notice-and-Access
The Company is using the “Notice-and-Access” provisions of applicable securities laws under Rule 14a-16 under the Exchange Act and in NI 54-101 and Canadian National Instrument 51-102—Continuous Disclosure Obligations (“NI 51-102”), for distribution of the Meeting materials to shareholders. Under Notice-and-Access, companies may post electronic versions of such materials on a website for investor access and review and will make such documents available in hard copy upon request at no cost. Notice-and-Access substantially reduces the Company’s printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption. The proxy statement, the 2025 Form 10-K, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis are available on the Investors page of our website at gtigrows.com, SEDAR+ under the Company’s profile at www.sedarplus.ca and the SEC’s website at www.sec.gov. The Company has elected not to use the procedure known as “stratification” in relation to its use of the “Notice-and-Access” rules.
Obtaining Additional Information
How may I obtain financial and other information about Green Thumb Industries Inc.?
Our consolidated financial statements are included in our 2025 Form 10-K. We filed our 2025 Form 10-K with the SEC, 100 F Street, N.E., Washington, D.C. 20549, on February 25, 2026. We will furnish a copy of our 2025 Form 10-K (as amended, excluding exhibits, except those that are specifically requested) without charge to any shareholder who so requests by writing to our Corporate Secretary at the address below under the heading in “What if I have additional questions or how do I obtain additional copies of this proxy statement or voting materials?” Our 2025 Form 10-K is also available free of charge on the Investors page of our website at gtigrows.com, on the SEC’s website at www.sec.gov, and on SEDAR+ under the Company’s profile at www.sedarplus.ca.
By writing to us, shareholders also may obtain, without charge, a copy of the Articles, code of conduct and Board standing committee charters.
What if I have questions for the Company’s transfer agent?
If you are a shareholder of record and have questions concerning share certificates, ownership transfer or other matters relating to your share account, please contact our transfer agent at the following address:
Odyssey Trust Co.
Trader’s Bank Building, Suite 1100
67 Yonge Street
Toronto, ON M5E 1J8
What if I have additional questions or how do I obtain additional copies of this proxy statement or voting materials?
If you have additional questions or need additional copies of this proxy statement or voting materials, please contact us at:
Green Thumb Industries Inc.
11
Attn: Corporate Secretary
325 West Huron Street, Suite 700
Chicago, Illinois 60654
investorrelations@gtigrows.com
12
OVERVIEW OF PROPOSALS TO BE VOTED ON
All proposals herein are included in this proxy statement at the direction of our Board. Our Board unanimously recommends that you vote “FOR” the setting of the number of directors at seven, the election of the director nominees and the compensation of our named executive officers in Proposals No. 1, 2 and 3, “FOR” the re-appointment and remuneration of auditors in Proposal No. 4, and “FOR” the Amendment Proposal in Proposal No. 5.
PROPOSALS NO. 1 AND 2—ELECTION OF DIRECTORS
The Articles provide that the number of directors should not be fewer than three directors. There are currently seven directors of the Company. It is proposed to fix the number of directors at seven and that seven directors be elected at the Meeting.
Management proposes to nominate at the Meeting the persons whose names are set forth in the table below, each to serve as a director of the Company until the next meeting of shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the Articles or the BCBCA. The persons named in the accompanying Proxy Instrument intend to vote for the election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be unable to serve as a director of the Company.
The following table sets out the name of each current director, each of whom is proposed by the Board to be nominated for election as a director of the Company at the Meeting, and each of their respective positions and the period during which such person has been a director of the Company.
Name |
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Age |
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Position(s) |
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Location of Residence |
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Director Since |
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Dawn Wilson Barnes |
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59 |
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Director, Audit Committee member |
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Georgia, USA |
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2023 |
Anthony Georgiadis |
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48 |
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Director and President |
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Florida, USA |
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2017 |
Jeffrey Goldman |
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49 |
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Director, Audit Committee member, Compensation Committee Chair |
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Illinois, USA |
|
2022 |
Benjamin Kovler |
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47 |
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Founder, Chairman of the Board and Chief Executive Officer |
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Illinois, USA |
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2014 |
Ethan Nadelmann |
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69 |
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Director, Compensation Committee member |
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New York, USA |
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2023 |
Richard Reisin |
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70 |
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Director, Audit Committee Chair |
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Florida, USA |
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2023 |
Hannah (Buchan) Ross |
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32 |
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Director, Audit Committee member, Compensation Committee member |
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California, USA |
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2023 |
13
Biographical Information
Consistent with the Company’s ongoing effort to maintain a highly qualified, independent Board with relevant expertise to guide the Company going forward, the Board believes a broad range of characteristics, including skills and experience, as well as diversity and demographic factors are important considerations in selecting director nominees. The nominees for election, whose information appears below, reflect those efforts. Following is a summary of key qualifications each nominee brings to the Board are the biographies of the nominees for the Board.
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Qualification |
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Barnes |
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Georgiadis |
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Goldman |
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Kovler |
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Nadelmann |
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Reisin |
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Ross |
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Independence |
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Core business skills, including financial and strategic planning |
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Real estate planning, development and transactions |
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Operating and management experience |
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Finance, financial reporting and analysis expertise |
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Cannabis industry expertise |
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Marketing and branding expertise |
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CEO experience |
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Accounting and auditing expertise |
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Capital markets expertise |
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Community involvement and social impact experience |
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High-growth company expertise |
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Drug policy expertise |
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Dawn Wilson Barnes
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Dawn Wilson Barnes has served as a Director since January 2023. Since April 2004, Ms. Barnes has served as the President and Founder of Aurora Bay Capital, an Atlanta-based financial services firm that provides institutional marketing and consulting services to firms seeking growth capital. Ms. Barnes began her financial services career at J.P. Morgan Securities, Inc. in Private Finance and the Equities Division. She later transitioned to Goldman Sachs & Co. as Vice President in the Investment Management Division where she managed $2 billion in multi-asset class investment portfolios in the firm’s Private Wealth Management Group. She began her professional career in the Corporate Financial Audit Department of Honeywell, Inc. performing financial and operational audits of Honeywell divisions and subsidiaries across the U.S. and Europe. While in this role, Ms. Barnes also sat for and passed the Uniform CPA Examination in the State of Minnesota. Ms. Barnes graduated from The University of Michigan with a BBA in Accounting and earned her MBA in Finance and Entrepreneurial Management from The Wharton School of the University of Pennsylvania. She holds Series 7, 63, 66, 79 and 50 registrations and is a Registered Representative of Young America Capital, LLC. Key experience, qualifications, attributes and skills: Ms. Barnes’ specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Operating and management experience; • Audit and accounting expertise; and • Finance and financial reporting expertise. |
14
Anthony Georgiadis
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Anthony Georgiadis has served on our Board since January 2017. He assumed the role of President as of January 1, 2023, after joining us in May 2015 as a managing partner and then holding the role of Chief Financial Officer from January 2017 until becoming President. In 2005, Anthony co-founded and, until he joined our Company, acted as Chief Operating Officer of Wendover Art Group, one of the largest domestic wall decor manufacturers in North America. Previously, he worked as an investment associate for CIVC Partners, a $1.5 billion private equity firm, and as a mergers and acquisitions analyst for Bowles Hollowell Conner & Co. Anthony is an avid supporter of Students for Sensible Drug Policy, the Drug Policy Alliance, the Marijuana Policy Project and the Special Operations Warriors Foundation. Anthony graduated magna cum laude from Bucknell University with a degree in finance and a minor in mathematics. Key experience, qualifications, attributes and skills: Mr. Georgiadis’ specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Operating and management experience; • A deep understanding of the cannabis industry; and • Finance, financial reporting and analysis expertise. |
Jeffrey Goldman
|
Jeffrey Goldman joined Green Thumb as a Director in October 2022. Since October 1998, Mr. Goldman has served as Vice President of Carol’s Cookies, Inc., a family-owned business founded in 1979 by his mother, where he has delivered double-digit growth annually by successfully partnering with Fortune 500 companies such as Whole Foods Market, Sprouts and Sysco Foodservice. In addition to his leadership role with Carol’s Cookies, from 1999 until 2018, Mr. Goldman served as Vice President of Reed-Union Corporation, the former owner and marketer of top selling automotive appearance products, which he left after orchestrating the sale of its brands to Energizer Holdings. At Reed-Union, he led domestic as well as international sales, helping to make its Nu Finish brand the top-selling brand in its category in the U.S., Canada and Australia. Mr. Goldman also serves as an active member of the board of directors of the Gastrointestinal Research Foundation and of the Judd Goldman Adaptive Sailing Program, which annually helps teach 1,000 people with disabilities how to sail on the open waters of Lake Michigan. He graduated summa cum laude from Tulane University with a degree in Psychology. Key experience, qualifications, attributes and skills: Mr. Goldman’s specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Marketing expertise and a deep understanding of brand development; • Operating and management experience; and • Finance, financial reporting and analysis expertise. |
Benjamin Kovler
|
Benjamin Kovler founded Green Thumb Industries Inc. in 2014. He has been Chairman since 2014 and Chief Executive Officer from 2014 through year-end 2017 and since August 2018. As of November 5, 2024, Mr. Kovler also serves as Interim CEO and Chairman of RYTHM, Inc. (formerly Agrify Corporation). In his capacity as Interim CEO, he also serves as principal executive, and until March 24, 2025, as chief financial and accounting officer. Mr, Kovler is frequently featured as a cannabis industry thought leader in media outlets such as Bloomberg, Barron’s, Business Insider, CNBC and Forbes. He previously served on the boards of directors of Springbig, Inc., a cannabis marketing platform from January 2018 until December 2022, and The Cann + Botl Company, a privately held cannabis-infused beverage company, from December 2020 to December 2022. He is also co-founder of Invest For Kids, a not-for-profit organization that hosts an annual investment ideas conference to benefit underserved young people in Chicago. Founded in 2009, Invest For Kids has raised nearly $25 million, 100% of which has supported over 120 organizations dedicated to improving the lives of Chicago’s youth. Benjamin brings his extensive experience managing complex operating companies and deep commitment to philanthropy. He earned a Bachelor of Arts in philosophy, politics and |
15
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economics from Pomona College and a Master of Business Administration in accounting and finance from The University of Chicago. Key experience, qualifications, attributes and skills: Mr. Kovler’s specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Capital markets expertise; • A deep understanding of our company and the industry; and • Operating and management experience. |
Ethan Nadelmann
|
Ethan Nadelmann joined the Green Thumb board as Director in April 2023. Mr. Nadelmann has been deeply involved in cannabis policy and cannabis policy reform advocacy for over 35 years. He is the founder, host and executive producer of PSYCHOACTIVE, a podcast addressing cannabis and other drug issues. He is the founder of both the Drug Policy Alliance, a nonprofit organization where he was executive director from 2000 until 2017, and, prior to that, The Lindesmith Center, an Open Society Institute project that he directed from 1994 to 2000. He has been responsible for transforming public and elite opinion as well as state, federal and foreign cannabis and other drug policies through assorted advocacy efforts, including overseeing ballot initiatives and legislative efforts in the USA to legalize cannabis for medical and adult use purposes. Mr. Nadelmann co-founded the International Harm Reduction Development program of the Open Society Foundations (“OSF”) and served on its advisory board as well as that of the OSF’s Global Drug Policy Program. He served as a professor of politics and public affairs at Princeton University from 1987 to 1994. Mr. Nadelmann is the author of two books on the internationalization of criminal law enforcement (Cops Across Borders and, with Peter Andreas, Policing the Globe) and has published in top academic journals, policy journals and political publications. Mr. Nadelmann received his BA, JD, and PhD from Harvard University and a master’s degree in international relations from the London School of Economics. Key experience, qualifications, attributes and skills: Mr. Nadelmann’s specific qualifications, experience, skills and expertise include: • Cannabis industry expertise; • Drug policy expertise and advocacy; and • Operating and management experience. |
Richard Reisin
|
Richard Reisin joined the Green Thumb board as a Director in September 2023, and became chair of the Audit Committee in December 2023. From July 2015 to November 2020, Mr. Reisin served as Executive Vice President and Director at Carylon Corporation, a national organization of industry-leading, regional operating companies that offer a wide range of specialized services including sewer maintenance, industrial services, and water management for municipalities, utilities, and industrial companies. Prior to that, beginning in 1997, Mr. Reisin was a CPA at Ostrow Reisin Berk & Abrams, Ltd., where he specialized in accounting, audit, tax, and consulting services for privately held businesses in a variety of industries including construction, distribution, broker dealers, manufacturing, and service businesses, ultimately serving as a Director until June 2015. Due to his detailed, proactive approach to providing unique solutions, Mr. Reisin was named a FIVE STAR Wealth Manager by Chicago magazine in 2010, 2011, 2012, 2013 and 2014. Mr. Reisin graduated from Indiana University with a Bachelor of Science in Finance. Key experience, qualifications, attributes and skills: Mr. Reisin’s specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Audit and accounting experience; and • Operating and management experience. |
16
Hannah (Buchan) Ross
|
Hannah (Buchan) Ross joined the Green Thumb board as a Director in September 2023. She currently serves as the Chief Executive Officer of Edie Parker, a lifestyle brand merging the worlds of fashion and cannabis, a role she assumed in 2025 after serving as Chief Operating Officer since 2022. Since December 2017, Ms. Ross has also been a Partner at Beehouse LLC, an investment firm focused on the U.S. legal cannabis industry. From September 2020 to February 2021, she served as the interim Chief Executive Officer for Lowell Herb Co. She has nearly a decade of experience investing in public and private cannabis companies across various growth stages and capital structures, beginning her career in the Investment Banking Division at Goldman Sachs. Ms. Ross is a member of the Forbes 30 Under 30 class of 2022. She has served on the boards of Beehouse Justice Initiative and the Edie Parker Foundation, both 501(c)(3) status organizations focused on healing the harms caused by the unequal enforcement of cannabis prohibition, since September 2019 and September 2022, respectively. Ms. Ross received a Bachelor of Arts, magna cum laude, from the University of Pennsylvania. Key experience, qualifications, attributes and skills: Ms. Ross’ specific qualifications, experience, skills and expertise include: • Core business skills, including financial and strategic planning; • Cannabis industry experience; • Capital markets experience; • Finance, financial reporting and analysis expertise; and • Operating and management experience. |
The persons named in the accompanying Proxy Instrument (if named and absent contrary directions) intend to vote the shares represented thereby “FOR” (i) setting the number of directors at seven and (ii) the election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited proxy. Management of the Company does not contemplate that any nominees named above will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.
Replacement or Removal of Directors
To the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the removal of directors, in both instances whether by shareholders or directors, the directors shall hold office until the remainder of the unexpired portion of the term of the departed director that was replaced.
Advance Notice Policy
The Articles include an advance notice policy for the nomination for election of directors (the “Advance Notice Policy”). The Advance Notice Policy provides that any shareholder seeking to nominate a candidate for election as a director (a “Nominating Shareholder”) at any annual meeting of the shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, must give timely notice thereof in proper written form to our Chief Executive Officer.
To be timely, a Nominating Shareholder’s notice must be made: (i) in the case of an annual meeting of shareholders (including an annual and special meeting), not less than thirty (30) days prior to the date of the annual meeting of shareholders, provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than fifty (50) days after the date on which the first public announcement of the meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the date of such first public announcement; and (ii) in the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes as well), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made, provided that, in either instance, if Notice-and-Access (as defined in Canadian National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the date of such first public announcement in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting. The Articles also prescribe the proper written form for a Nominating Shareholder’s notice.
17
In addition to satisfying the requirements under the Articles described above, to comply with the universal proxy rules under the Exchange Act, any shareholder who intends to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 15, 2026. However, if the date of the 2026 Annual General Meeting is more than 30 days before or after the anniversary of the date of the Meeting, then such notice must be delivered by the later of (x) the 10th day following the day we first publicly announce the date of the 2026 Annual General Meeting and (y) the date which is 60 days prior to the date of the 2026 Annual General Meeting.
The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the notice procedures set forth in the Articles and, if any proposed nomination is not in compliance with such provisions, the discretion to declare that such defective nomination will be disregarded.
Notwithstanding the foregoing, the Board may, in their sole discretion, waive any requirement in the Advance Notice Policy.
Corporate Cease Trade Orders, Bankruptcies Penalties or Sanctions
To the Company’s knowledge, no proposed director is or, within the ten (10) years prior to the date of this proxy statement, has been, a director, Chief Executive Officer or Chief Financial Officer of any company (including the Company) that: (i) while that person was acting in that capacity was the subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than thirty (30) consecutive days (an “order”); or (ii) after that person ceased acting in that capacity, was subject to an order, which resulted from an event that occurred while that person was acting in the capacity of director, Chief Executive Officer or Chief Financial Officer.
To the Company’s knowledge, no proposed director is or, within the ten (10) years prior to the date hereof, has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
To the Company’s knowledge, no proposed director has, during the ten (10) years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold assets of the proposed director.
Policy Regarding Related Party Transactions
The Company and certain of its subsidiaries from time-to-time enter into transactions with certain “related parties.” The Company has adopted a Related Party Transactions Policy, which requires that employees, officers and directors report to the General Counsel (or chief legal officer) any activity that would cause or appear to cause a conflict of interest on his or her part. Related parties include any person who is or was (since the beginning of the last fiscal year, even if such person does not presently serve in that role) an executive officer, director or nominee for director of the Company, any shareholder owning more than 5% of any class of the Company’s voting securities or an immediate family member, as defined in the Related Party Transactions Policy, of any such person.
Under the Related Party Transactions Policy, a related party transaction includes any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:
Pursuant to the Related Party Transactions Policy, any potential related party transaction that requires approval will be reviewed by the audit committee of the Board (the “Audit Committee”), and the Audit Committee will consider such factors as it deems appropriate to determine whether to approve, ratify or disapprove the related party transaction. The Audit Committee may approve the related party transaction only if it determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Company and its shareholders.
18
Certain Relationships and Related Transactions
In addition to the compensation arrangements discussed under “Compensation Discussion and Analysis,” “Compensation Tables” and “Director Compensation,” below, since January 1, 2025, the Company has entered into or maintained the following related party transactions:
Lease Agreements. During 2025, the Company has continued or entered into several related party transactions with respect to lease agreements as follows:
Transactions with RYTHM, Inc. (formerly known as Agrify Corporation, and referred to herein as “RYM”). On November 5, 2024, the Company, through its indirectly wholly-owned subsidiary RSLGH, LLC (“RSLGH”) purchased a significant equity interest and pre-funded warrants in RYM, a Nevada corporation with common stock traded on Nasdaq. RYM’s board of directors appointed Mr. Kovler as its Chairman and Interim Chief Executive Officer. In addition, RYM’s board of directors also appointed Armon Vakili, our Vice President - Strategic Initiatives and Partnership, as a director. As part of the transaction, the Company also acquired warrants that would allow the Company to extend its ownership stake if exercised, subject to certain beneficial ownership limitations, all of which remained outstanding as of December 31, 2025. The Company, through its subsidiaries, currently holds approximately 33% of RYM’s outstanding shares of common stock and beneficially owns 49.99% of RYM’s common stock, taking into account beneficial ownership limitations contained in the warrants and convertible notes held by subsidiaries of the Company. Of the approximately 10.9 million RYM warrants outstanding as of December 31, 2025, approximately 9.8 million are held by subsidiaries of the Company, subject to 49.99% beneficial ownership limitations, with exercise or conversion, as applicable, subject to RYM stockholder approval under the applicable Nasdaq listing rules, to the extent required. Of the approximately 3.0 million RYM shares or pre-funded warrants that would be issuable upon the conversion (excluding interest) of the RYM Notes (defined below) outstanding as of December 31, 2025, approximately 2.7 million are held by subsidiaries of the Company, subject to 49.99% beneficial ownership limitations, with exercise also subject to RYM stockholder approval under the applicable Nasdaq listing rules, to the extent required. The outstanding warrants are entitled to pro rata participation in dividends and other distributions to holders of Common Stock. The Company engaged in the following transactions with RYM in 2025:
19
On August 27, 2025, the Company sold to RYM an indirect wholly-owned subsidiary whose assets primarily included intellectual property rights to additional of the Company’s consumer packaged goods brands, including RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, &Shine and Good Green for $50,000,000 (the “CPG Brands”). Under the purchase agreement governing the transaction, either party can cause the Company’s subsidiary to repurchase the property sold within five years of the date of the closing of the sale upon certain specified circumstances. The purchase agreement also includes rights of first refusal in favor of the Company following closing. Immediately following that sale, the Company and RYM, each through wholly-owned subsidiaries, entered into a license agreement for the Company’s exclusive use of certain intellectual property rights to use the CPG Brands in connection with the Company’s existing business in exchange for a monthly fee, payable in cash, based on sales of products using the licensed intellectual property (the “CPG Brands License Agreement“).
The Company incurred expenses of $7.8 million under these license agreements in 2025.
Effective April 1, 2026, the applicable subsidiaries of the Company and RYM amended the incredibles License Agreement and CPG Brands License Agreement to change the fees paid thereunder such that the fees payable by the Company under the incredibles License Agreement will consist of an annual cash fee of $6,000,000 payable in monthly installments and under the CPG Brands License Agreement will consist of an annual cash fee of $64,000,000
20
payable in monthly installments. The annual fees under both agreements will be increased on January 1 of each year during their respective terms, based on two times the amount of published consumer price index changes during the applicable period, subject to a maximum year-over-year increase of 10%.
Purchase of Super Voting Shares. On December 28, 2025, the Company purchased 2,500 Super Voting Shares of the Company from Mr. Kovler, and 2,500 Super Voting Shares from Mr. Georgiadis, at a price of $798.8 per share, which was the equivalent of $7.988 per underlying Subordinate Voting Share, the then-current market price of a Subordinate Voting Share. The total purchase price paid to each Mr. Kovler and Mr. Georgiadis was $1,997,000.
Indebtedness of Directors, Executive Officers and Employees
No individual who is, or at any time during the most recently completed fiscal year of the Company was, a director or executive officer of the Company, and no proposed nominee for election as a director of the Company, or any associate of any such director, executive officer or proposed nominee: (i) is or at any time since the beginning of the Company’s most recently completed fiscal year has been, indebted to the Company or any of its subsidiaries; or (ii) whose indebtedness to another entity is, or at any time since the beginning of the Company’s most recently completed fiscal year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.
Requirements under the Business Corporations Act (British Columbia)
Pursuant to the BCBCA, directors and officers are required to act honestly and in good faith with a view to the best interests of the Company. Under the BCBCA, subject to certain limited exceptions, a director who holds a disclosable interest in a material contract or transaction into which we have entered or propose to enter shall not vote on any directors’ resolution to approve the contract or transaction. A director or officer has a disclosable interest in a material contract or transaction if the director or officer:
Generally, as a matter of practice, directors or officers who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any Board discussion respecting that contract or transaction. If such directors participate in the discussions, they would abstain from voting on any matters relating to matters in which they have disclosed a disclosable interest.
Interests of Management of the Company and Others in Material Transactions
Other than as described elsewhere in this proxy statement, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the year ended December 31, 2025 that has materially affected or is reasonably expected to materially affect the Company or its subsidiaries.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE SETTING OF THE NUMBER OF DIRECTORS AT SEVEN AND THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSALS NO. 1 AND 2.
21
PROPOSAL NO. 3 – VOTE TO APPROVE, ON AN ADVISORY BASIS,
OUR EXECUTIVE COMPENSATION
We believe that our executive compensation program and policies are designed to align the interests of management with the long-term interests of our shareholders. The Company strives to provide clear and concise disclosure regarding its approach to compensation and to demonstrate how executive compensation is linked to the performance of the Company. Detailed information regarding our executive compensation program and policies, as well as the compensation of the NEOs (as that term is defined under “Compensation Discussion and Analysis” below) is set out below in the section entitled “Compensation Discussion and Analysis” and “Compensation Tables” below. We urge shareholders to read these sections including the related narrative and tabular compensation disclosure included in this proxy statement.
As required by Section 14A of the Exchange Act, we are seeking a vote on an advisory (non-binding) basis to approve the compensation of the NEOs as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal (and sometimes referred to herein as the “Say-on-Pay Proposal”), gives shareholders the opportunity to endorse or not endorse the Company’s executive compensation program and policies.
At the Meeting, shareholders will be asked to approve, on an advisory (non-binding) basis, a resolution in the form set out below, subject to such amendments, variations or additions as may be approved at the Meeting, to approve the Company’s executive compensation program and policies.
The text of the resolution to be submitted to shareholders at the Meeting is set out below:
“BE IT RESOLVED THAT the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained in the Company’s proxy statement for the Company’ 2026 Annual and Special Meeting of Shareholders, is hereby approved on a non-binding advisory basis.”
Required Vote
You may select “For”, “Against” or “Abstain” with respect to the Say-on-Pay Proposal. The affirmative vote of a simple majority of the votes cast, in person or by proxy, will constitute approval of the Say-on-Pay Proposal.
While this advisory vote on the compensation of the NEOs is not binding on the Company, the Board or the compensation committee of the Board (“Compensation Committee”), we value the opinions of our shareholders. Accordingly, the Board and the Compensation Committee will consider the outcome of this advisory vote when considering future compensation policies, procedures and decisions with respect to our NEOs. The Company expects to hold its next “say-on-pay” vote at its 2026 annual meeting of shareholders.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE SAY-ON-PAY PROPOSAL. Unless otherwise instructed, the persons designated in the enclosed proxy card intend to vote “FOR” the Say-on-Pay Proposal.
22
PROPOSAL NO. 4 – RE-APPOINTMENT AND REMUNERATION OF AUDITORS
The members of our Audit Committee and our Board believe the re-appointment of Baker Tilly US, LLP (“Baker Tilly”) as our auditor is in the best interests of the Company and our shareholders. Ratification requires the receipt of “FOR” votes constituting a majority of the shares cast by the shareholders who vote in respect of this proposal. Representatives of Baker Tilly are expected to attend the Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Principal Audit Fees and Services
Baker Tilly has served as our independent registered public accounting firm since May 13, 2021. The engagement of Baker Tilly was approved by the Audit Committee and the Board.
Aggregate fees billed by our independent auditors, Baker Tilly, for the fiscal years ended December 31, 2025 and December 31, 2024 are detailed in the table below.
|
|
2025 |
|
|
2024 |
|
||
Audit Fees(1) |
|
|
1,729,895 |
|
|
|
1,429,942 |
|
Audit Related Fees |
|
|
— |
|
|
|
— |
|
Tax Fees |
|
|
— |
|
|
|
— |
|
All Other Fees |
|
|
— |
|
|
|
— |
|
Total Fees Paid |
|
|
1,729,895 |
|
|
|
1,429,942 |
|
Notes:
Pre-approval Policies and Procedures
Our Audit Committee has established a policy of reviewing, in advance, and either approving or not approving, all audit, audit-related, tax and other non-audit services that our auditor provides to us. This policy requires that all services received from our auditor be approved in advance by the Audit Committee. The Audit Committee has delegated pre-approval responsibility to the Chair of the Audit Committee with respect to non-audit related fees and services.
Our Audit Committee has determined that the provision of the services as set out above is compatible with the maintaining of our auditor’s independence in the conduct of their auditing functions.
Audit Committee Report
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing by Green Thumb Industries Inc. under the Securities Act of 1933, as amended, or the Exchange Act.
The primary purpose of the Audit Committee is to assist the Company’s Board in fulfilling its responsibilities for oversight of financial, audit and accounting matters. The Audit Committee reviews the financial reports and other financial information provided by the Company to regulatory authorities and its shareholders, as well as reviews the Company’s system of internal controls regarding finance and accounting, including auditing, accounting and financial reporting processes.
The Audit Committee has reviewed and discussed with our management and Baker Tilly US, LLP (“Baker Tilly”), the Company’s independent registered public accounting firm, our audited financial statements and management’s and Baker Tilly’s evaluations of our internal control over financial reporting. Further, the Audit Committee has discussed with Baker Tilly the matters required to be discussed under applicable auditing standards, including Auditing Standard No. 1301. In addition, the Audit Committee discussed with Baker Tilly its independence, and received from Baker Tilly the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board. Finally, the Audit Committee discussed with Baker Tilly, with and without management present, the scope and results of Baker Tilly’s audit of such financial statements.
23
Based on these reviews and discussions, the Audit Committee recommended to the Board that such audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Audit Committee of the Board
Richard Reisin (Chair)
Dawn Wilson Barnes
Jeffrey Goldman
Hannah (Buchan) Ross
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION RE-APPOINTING BAKER TILLY AS AUDITORS FOR THE COMPANY AND THE AUTHORIZATION OF THE BOARD TO FIX THE AUDITORS’ REMUNERATION AND TERMS OF ENGAGEMENT. The persons named in the accompanying Proxy Instrument (if named and absent contrary directions) intend to vote the shares represented thereby FOR the resolution re-appointing Baker Tilly as auditors of the Company for the ensuing year and to authorize the directors to fix Baker Tilly’s remuneration and terms of engagement.
24
PROPOSAL NO. 5 – VOTE TO APPROVE AMENDMENT TO THE COMPANY’S ARTICLES
The Company proposes to amend the Existing Articles to vary the automatic conversion provisions of the Super Voting Shares, as further described below (the “Amended Articles”).
Proposed Amendment to the Articles
At present, 201,690 Super Voting Shares are issued and outstanding, all of which are held by “Initial Holders” (as that term is defined in the Existing Articles).
Section 28.1(7)(b) of the Existing Articles provides that each Super Voting Share held by an Initial Holder shall be automatically converted into one Multiple Voting Share if, at any time, the aggregate number of Super Voting Shares held by such Initial Holder and such Initial Holder’s predecessor or transferor, permitted transferees and permitted successors is less than 50% of the Super Voting Shares beneficially owned, directly or indirectly, by such Initial Holder as at June 12, 2018, being the date of completion of the business combination between the Company, VCP23, LLC and GTI Finco Inc. (the “Automatic Conversion Threshold”). Super Voting Shares and Multiple Voting Shares are economically equivalent, except that one Super Voting Share holds 10 times the number of votes at a meeting of shareholders of the Company compared to one Multiple Voting Share.
The proposed Amended Articles will amend the Existing Articles such that the Automatic Conversion Threshold will be changed from 50% to 25% (the “Amendment”). There are no other amendments contemplated in the Amended Articles.
As of the date hereof, Benjamin Kovler, Anthony Georgiadis and Andrew Grossman, all of whom are members of the Company’s management team, are Initial Holders under the Existing Articles, and each such person beneficially owns over 50% of the Super Voting Shares that they initially beneficially owned, directly or indirectly, as of June 12, 2018. (For complete details of the shareholdings of the Initial Holders, see the information set forth under “Security Ownership of Certain Beneficial Owners and Management” below.) The Amendment, if approved, would permit the Initial Holders to effectuate ownership changes in their Super Voting Shares, without their remaining Super Voting Shares being automatically converted into Multiple Voting Shares, provided such Initial Holder continues to hold 25% of the Super Voting Shares originally issued to them.
Both the Audit Committee of the Board and the independent members of the Board have determined that the Amendment is in the best interest of the Company. In connection with its review, the Audit Committee of the Board and the independent members of the Board considered:
Amendment Proposal
At the Meeting, shareholders will be asked to approve a special resolution in the form set out below, subject to such amendments, variations or additions as may be approved at the Meeting, to approve the Amended Articles. If the resolution approving the Amended Articles is approved by the shareholders, it is expected that the Amended Articles will be implemented forthwith.
25
The text of the resolution to be submitted to shareholders at the Meeting is set out below:
“BE IT RESOLVED as a special resolution that:
Required Vote
You may select “For”, “Against” or “Abstain” with respect to the Amendment. In order to be passed, the special resolution authorizing the Amendment must be approved by (i) not less than 66 2/3% of the votes cast upon such resolution by all shareholders, voting as a single class, present or represented by proxy at the Meeting; and (ii) a simple majority of affirmative votes cast at the Meeting, excluding votes cast by the Initial Holders.
THE INDEPENDENT MEMBERS OF THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE AMENDMENT. Unless otherwise instructed, the persons designated in the enclosed proxy card intend to vote “FOR” the Amendment.
26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares as of April 5, 2026 for (i) each member of the Board of Directors, (ii) each NEO (as defined under “Compensation Discussion and Analysis” below), (iii) each person known to the Company and expected to be the beneficial owner of more than 5% of the Company’s securities and (iv) the members of the Board and the named executive officers of the Company as a group. Beneficial ownership is determined according to the rules of the SEC. Generally, a person has beneficial ownership of a security if the person possesses sole or shared voting or investment power of that security, including any securities that a person has the right to acquire beneficial ownership of within 60 days. Except as indicated, all shares of the Company’s securities are owned directly, and the person or entity listed as the beneficial owner has sole voting and investment power. The address for each director and executive officer is c/o Green Thumb Industries Inc., 325 West Huron Street, Suite 700, Chicago, Illinois 60654.
|
|
Subordinate |
|
Multiple |
|
Super |
|
Total(2) |
|
Voting(3) |
||||||||
Name, Position and |
|
Number |
|
% of |
|
Number |
|
% of |
|
Number |
|
% of |
|
Total |
|
% of |
|
% of |
Dawn Wilson Barnes, |
|
65,871 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
65,871 |
|
* |
|
* |
Mathew Faulkner, |
|
403,868 |
|
* |
|
1,814 |
|
4.8% |
|
— |
|
— |
|
585,268 |
|
* |
|
* |
Anthony Georgiadis(4) |
|
552,114 |
|
* |
|
— |
|
— |
|
38,104 |
|
18.9% |
|
4,362,514 |
|
1.9% |
|
9.5% |
Jeffrey Goldman(5) |
|
1,775,612 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
1,775,612 |
|
* |
|
* |
Benjamin Kovler(6) |
|
735,908 |
|
* |
|
— |
|
— |
|
140,754 |
|
69.8% |
|
14,811,308 |
|
6.5% |
|
34.7% |
Bret Kravitz(7) |
|
418,388 |
|
* |
|
302 |
|
* |
|
— |
|
— |
|
448,588 |
|
* |
|
* |
Ethan Nadelmann, |
|
62,994 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
62,994 |
|
* |
|
* |
Richard Reisin(8) |
|
142,097 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
142,097 |
|
* |
|
* |
Hannah (Buchan) Ross, |
|
66,484 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
66,484 |
|
* |
|
* |
All Board directors and executive |
|
4,223,336 |
|
2.1% |
|
2,116 |
|
5.6% |
|
178,858 |
|
88.7% |
|
22,320,736 |
|
9.9% |
|
44.9% |
Andrew Grossman(9) |
|
627,974 |
|
* |
|
— |
|
— |
|
22,832 |
|
11.3% |
|
2,911,174 |
|
1.3% |
|
5.8% |
BF CA Holdings 2016 LLC(10) |
|
— |
|
— |
|
2,246 |
|
6.0% |
|
— |
|
— |
|
224,600 |
|
* |
|
* |
BF REMS Holdings 2016 LLC(10) |
|
500,000 |
|
* |
|
9,704 |
|
25.9% |
|
— |
|
— |
|
1,470,400 |
|
* |
|
* |
Donald Russell Capital LLC(11) |
|
— |
|
— |
|
11,911 |
|
31.8% |
|
— |
|
— |
|
1,191,100 |
|
* |
|
* |
Medical Herbal Solutions LLC(12) |
|
— |
|
— |
|
5,700 |
|
15.2% |
|
— |
|
— |
|
570,000 |
|
* |
|
* |
ZLD Capital LLC(13) |
|
— |
|
— |
|
2,264 |
|
6.0% |
|
— |
|
— |
|
226,400 |
|
* |
|
* |
* Less than 1%
|
|
Stock |
|
|
RSUs |
|
|
Warrants |
|
|||
Dawn Wilson Barnes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mathew Faulkner |
|
|
255,178 |
|
|
|
— |
|
|
|
— |
|
Anthony Georgiadis |
|
|
351,245 |
|
|
|
— |
|
|
|
10,098 |
|
Jeffrey Goldman |
|
|
20,654 |
|
|
|
— |
|
|
|
— |
|
Benjamin Kovler |
|
|
429,070 |
|
|
|
— |
|
|
|
8,755 |
|
Bret Kravitz |
|
|
209,560 |
|
|
|
— |
|
|
|
— |
|
Ethan Nadelmann |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Richard Reisin |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Hannah (Buchan) Ross |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Andrew Grossman |
|
|
398,831 |
|
|
|
— |
|
|
|
2,019 |
|
27
Of the warrants to purchase Subordinate Voting Shares reported for Mr. Kovler, 2,023 are held by KP Capital, LLC and 6,732 are held by Outsiders Capital, LLC. Of the warrants to purchase Subordinate Voting Shares reported for Mr. Georgiadis, 6,732 are held by ABG LLC (which is 50% owned by Mr. Georgiadis and 50% owned by a third party) and 3,366 are held by Three One Four Holdings LLC. Of the warrants to purchase Subordinate Voting Shares reported for Mr. Grossman, 2,019 are held by AG Funding Group, LLC.
28
SECURITY BASED COMPENSATION ARRANGEMENTS
Equity Compensation Plan Information
On June 11, 2018, shareholders approved the Stock and Incentive Plan. The Stock and Incentive Plan permits the grant of: (i) nonqualified stock options (“NQSOs”) and incentive stock options (“ISOs”) (collectively, “Options”); (ii) restricted stock awards; (iii) RSUs; (iv) SARs; and (v) performance compensation awards, which are referred herein collectively as “Awards,” as more fully described below.
The following table sets out information as of December 31, 2025 with respect to the Stock and Incentive Plan.
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
|||
Equity compensation plans approved by security holders(1) |
|
|
7,692,764 |
|
|
$ |
10.65 |
|
|
|
17,370,850 |
|
Equity compensation plans not approved by security holders |
|
Nil |
|
|
Nil |
|
|
Nil |
|
|||
TOTAL |
|
|
7,692,764 |
|
|
$ |
10.65 |
|
|
|
17,370,850 |
|
Notes:
At December 31, 2025, the following Awards were outstanding under the Stock and Incentive Plan: (i) a total of 7,692,764 Options, representing approximately 3.3% of the then Outstanding Share Number; and (ii) a total of 9,518,293 RSUs, representing approximately 4.1% of the then Outstanding Share Number. As of December 31, 2025, an aggregate of 17,370,850 Subordinate Voting Shares remained available for issuance under the Stock and Incentive Plan, representing approximately 7.5% of the then Outstanding Share Number.
Summary of Terms and Conditions of the Stock and Incentive Plan
Purpose of the Stock and Incentive Plan
The purpose of the Stock and Incentive Plan is to enable the Company and its affiliated companies to: (i) promote and retain employees, officers, consultants, advisors and directors capable of assuring the future success of the Company; (ii) to offer such persons incentives to put forth maximum efforts; and (iii) to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership, thereby aligning the interests of such persons and shareholders.
Eligible Persons
Any of the Company’s employees, officers, directors, consultants (who are natural persons) are eligible to participate in the Stock and Incentive Plan if selected by the Compensation Committee (as defined herein) (the “Participants”). The basis of participation of an individual under the Stock and Incentive Plan, and the type and amount of any Award that an individual will be entitled to receive under the Stock and Incentive Plan, will be determined by the Compensation Committee based on its judgment as to the best interests of the Company and its shareholders, and therefore cannot be determined in advance.
The maximum number of Subordinate Voting Shares that may be issued under the Stock and Incentive Plan shall be determined by the Board from time to time, but in no case shall exceed, in the aggregate, 15% of the Outstanding Share Number. Notwithstanding the foregoing, a maximum of 20,000,000 Subordinate Voting Shares may be issued as ISOs, subject to adjustment as provided in the Stock and Incentive Plan. Any shares subject to an Award under the Stock and Incentive Plan that are forfeited, cancelled, expire unexercised, exercised, settled in cash, used or withheld to satisfy tax withholding obligations of a Participant, or, in the case of RSUs, vested, shall again be available for Awards under the Stock and Incentive Plan.
In the event of any dividend, recapitalization, forward or reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Subordinate Voting Shares or other securities of the
29
Company, issuance of warrants or other rights to acquire Subordinate Voting Shares or other securities of the Company, or other similar corporate transaction or event, which affects the Subordinate Voting Shares, or unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, the Compensation Committee may make such adjustment, which is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Stock and Incentive Plan, to: (i) the number and kind of shares which may thereafter be issued in connection with Awards; (ii) the number and kind of shares issuable in respect of outstanding Awards; (iii) the purchase price or exercise price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award; and (iv) any share limit set forth in the Stock and Incentive Plan.
Description of Awards
Pursuant to the Stock and Incentive Plan, the Company is authorized to issue the following types of Awards to Participants: (i) Options; (ii) restricted stock awards; (iii) RSUs; (iv) SARs; and (v) performance compensation awards, as more fully described below.
The Compensation Committee is authorized to grant Options to purchase Subordinate Voting Shares that are either ISOs meaning they are intended to satisfy the requirements of Section 422 of the U.S. Internal Revenue Code of 1986) (the “Code”), or NQSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the Stock and Incentive Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the Stock and Incentive Plan, unless the Compensation Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be less than the fair market value (as determined under the Stock and Incentive Plan) of the shares at the time of grant. Options granted under the Stock and Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an Option granted under the Stock and Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10% shareholder). Payment in respect of the exercise of an Option may be made in cash or by check, by surrender of unrestricted shares (at their fair market value on the date of exercise) or by such other method as the Compensation Committee may determine to be appropriate.
An SAR entitles the recipient to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of Subordinate Voting Shares from the date of the grant of the SAR and the date of exercise payable in Subordinate Voting Shares. Any grant may specify a vesting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable. No SAR may be exercised more than ten years from the grant date. Upon a Participant’s termination of service, the same general conditions applicable to Options as described above would be applicable to the SAR.
RSUs are granted in reference to a specified number of Subordinate Voting Shares and entitle the holder to receive, on achievement of specific performance goals established by the Compensation Committee, after a period of continued service with the Company or its affiliates or any combination of the above as set forth in the applicable award agreement, one Subordinate Voting Share for each such Subordinate Voting Share covered by the RSU; provided, that the Compensation Committee may elect to pay cash, or part cash and part Subordinate Voting Shares in lieu of delivering only Subordinate Voting Shares. The Compensation Committee may, in its discretion, accelerate the vesting of RSUs. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Company, the unvested portion of the RSUs will be forfeited.
A restricted stock award is a grant of Subordinate Voting Shares, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee will determine the price, if any, to be paid by the Participant for each Subordinate Voting Share subject to a restricted stock award. The Compensation Committee may condition the expiration of the restriction period, if any, upon: (i) the Participant’s continued service over a period of time with the Company or its affiliates; (ii) the achievement by the Participant, the Company or its affiliates of any other performance goals set by the Compensation
30
Committee; or (iii) any combination of the above conditions as specified in the applicable award agreement. If the specified conditions are not attained, the Participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying Subordinate Voting Shares will be forfeited. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of Subordinate Voting Shares. During the restriction period, unless otherwise provided in the applicable award agreement, a Participant will have the right to vote the shares underlying the restricted stock; however, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses. The Compensation Committee may, in its discretion, accelerate the vesting and delivery of shares of restricted stock. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Company, the unvested portion of a restricted stock award will be forfeited.
Awards may be granted alone, in addition to, or in tandem with any other Award or any award granted under another plan of the Company or an affiliate. Awards granted in addition to or in tandem with other Awards may be granted either at the same time or at different times. The date of grant, the number of Subordinate Voting Shares, the vesting period and any other terms and conditions of Awards granted pursuant to the Stock and Incentive Plan are to be determined by the Board, subject to the express provisions of the Stock and Incentive Plan.
The Board may also grant other share-based awards to Participants pursuant to the Stock and Incentive Plan. All such awards shall be granted on terms determined by the Board and shall be subject to the approval of the Canadian Securities Exchange (“CSE”) if required.
Administration of the Stock and Incentive Plan
The Compensation Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Stock and Incentive Plan shall be nontransferable except by will or by the laws of descent and distribution. No Participant shall have any rights as a shareholder with respect to Subordinate Voting Shares covered by Options, SARs, restricted stock awards, or RSUs, unless and until such Awards are settled in Subordinate Voting Shares.
No Option (or, if applicable, SARs) shall be exercisable, no Subordinate Voting Shares shall be issued, no certificates for Subordinate Voting Shares shall be delivered and no payment shall be made under the Stock and Incentive Plan except in compliance with all applicable laws.
Tax Withholding
The Company may take such action as it deems appropriate to ensure that all applicable federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.
Amendments and Termination
Subject to the provisions of the Stock and Incentive Plan, the Board may from time to time amend, suspend or terminate the Stock and Incentive Plan, and the Compensation Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Stock and Incentive Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under the Stock and Incentive Plan without the written consent of the Participant or holder thereof. Any amendment to the Stock and Incentive Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange, and any such amendment, alteration, suspension, discontinuation or termination of an Award will be in compliance with the policies of the CSE.
For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Stock and Incentive Plan, and the Compensation Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders in order to: (i) amend the eligibility for, and limitations or conditions imposed upon, participation in the Stock and Incentive Plan; (ii) amend any terms relating to the granting or exercise of Awards; (iii) make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to avoid any adverse tax
31
results under Section 409A of the Code); (iv) amend any terms relating to the administration of the Stock and Incentive Plan; or (v) correct any defect, supply any omission or reconcile any inconsistency in the Stock and Incentive Plan or in any Award or Award agreement.
Notwithstanding the foregoing, the Stock and Incentive Plan specifically provides that shareholder approval would be required for any amendments to the Stock and Incentive Plan or an Award that would: (i) require shareholder approval under the rules or regulations of securities exchange that is applicable to the Company; (ii) increase the number of shares authorized under the Stock and Incentive Plan; (iii) permit repricing of Options or SARs; (iv) permit the award of Options or SARs at a price less than 100% of the fair market value on the date of the grant; (v) permit Options to be transferable other than in accordance with the provisions of the Stock and Incentive Plan; (vi) amend the termination and amendment provisions of the Stock and Incentive Plan; or (vii) increase the maximum term permitted for Options and SARs under the Stock and Incentive Plan or extend the terms of any Options beyond their original expiry date.
Corporate Transactions
The Stock and Incentive Plan provides that, in the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Subordinate Voting Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Compensation Committee or the Board may, in its sole discretion, provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs): (i) either (A) termination of the Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights, or (B) the replacement of the Award with other rights or property selected by the Compensation Committee or the Board, in its sole discretion; (ii) that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar Options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) that the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award agreement; or (iv) that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.
32
GOVERNANCE
Board of Directors
Our business and affairs are managed, and all corporate powers are exercised, under the direction of our Board. Our Board establishes fundamental corporate policies and oversees our performance and the performance of our Chief Executive Officer and the other officers to whom our Board has delegated authority to manage day-to-day business operations.
Biographical information on each member of the Board, including their respective ages and key qualifications, are included above under “Proposals No. 1 and 2—Election of Directors.”
The Board has adopted a Code of Ethical Business Conduct for directors, officers and employees (the “Code of Conduct”). The Code of Conduct has been filed on and is accessible through Canada’s SEDAR+ under the Company’s profile on sedarplus.ca and is also available on the Investors page of our website at gtigrows.com. The Company will, upon request at investorrelations@gtigrows.com, provide a copy of the Code of Conduct free of charge to any shareholder. Further, the Board has adopted a Disclosure and Insider Trading Policy and Related Party Transactions Policy. The information on our website is not deemed to be incorporated in this proxy statement or to be part of this proxy statement.
The Board expects its directors, officers, agents, contractors and employees to act ethically at all times and to acknowledge their adherence to the policies comprising the Code of Conduct. The Audit Committee of the Board oversees the implementation and effectiveness of the Code of Conduct, including overseeing the complaints reported on the Company’s Code of Conduct hotline and reviewing management’s plan for investigations. Any material issues regarding compliance with the Code of Conduct are required to be brought forward by management at either the Board or appropriate Board committee meetings, or are referred to the executive officers of the Company, as may be appropriate in the circumstances. The Board and/or appropriate committee or executive officers determine what remedial steps, if any, are required. Any waivers from the Code of Conduct that are granted for the benefit of a director or executive officer may be granted only by the Board (or a committee thereof, as designated by the Board). No material waiver has ever been granted under the Code of Conduct.
Each director of the Company must disclose all actual or potential conflicts of interest and refrain from voting on matters in which such director has a conflict of interest.
The Articles provide that the quorum necessary for the transaction of the business of the Board may be set by the directors and, if not so set, is deemed to be set at two (2) directors or, if the number of directors is set at one (1), is deemed to be set at one (1) director, and that director may constitute a meeting.
The Canadian Securities Administrators has issued corporate governance guidelines pursuant to Canadian National Policy 58-201—Corporate Governance Guidelines (the “Corporate Governance Guidelines”), together with certain related disclosure requirements pursuant to Canadian National Instrument 58-101—Disclosure of Corporate Governance Practices (“NI 58-101”). The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines.
Role of the Board of Directors
Our Board is responsible for the stewardship of the Company and managing and supervising management of our business and affairs, including providing guidance and strategic oversight to management. Our Board has the authority to exercise all such powers of the Company as are not, by the BCBCA or by the Articles, required to be exercised by the shareholders of the Company.
Nomination of Directors
Our Board does not have a nominating committee. Instead, the full Board is responsible for identifying new candidates for nomination of directors to the Board. In particular, the Board considers, in addition to any other factors it deems relevant: (i) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the competencies and skills that the Board considers each existing director to possess; (iii) the competencies, skills and background each nominee will bring to the Board; (iv) the time that each nominee will have available to devote to the Company’s business; and (v) whether the nominee will be an independent director. Directors are encouraged to identify potential candidates for the Board. The Company also encourages its executives to identify potential candidates to be considered for a Board position. Shareholders may recommend director candidates for consideration by the Board by writing
33
to our Corporate Secretary at the address of the Company. An invitation to stand as a nominee for election to the Board will normally be made to a candidate by the Board through the Chairman of the Board or his delegate.
The Company is committed to diversity in all aspects of its business and activities, including with respect to our Board. The Company and our Board believe that diversity and inclusion foster a wide array of perspectives and help build cultures of trust, candor and respect. The Company and our Board will continue to support and encourage the recruitment and appointment of diverse candidates to Board positions. In addition to recruiting and considering director candidates, our Board annually reviews the competencies, skills and personal qualities applicable to candidates to be considered for nomination to our Board. The objective of this review is to maintain the composition of our Board in a way that provides, in the judgment of our Board, the best mix of competencies, skills and experience to provide for the overall stewardship of the Company.
Our Board has concluded that vesting the responsibility to nominate directors in the full Board, without the need for a nominating committee, is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make changes in the future as it deems appropriate.
There have been no material changes to the process by which our shareholders may recommend candidates to be considered for nomination to our Board.
Board Leadership
Our Board has a Chair, currently our Chief Executive Officer, Mr. Kovler, who has authority, among other things, to call and preside over Board meetings. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make changes in the future as it deems appropriate.
Risk Oversight
Our Board is responsible for the general oversight of risks that affect us and for providing oversight of our enterprise risk management. Our Board receives regular reports on our operations from our Chief Executive Officer and our President, as well as other members of management. Our Board reviews these reports and makes inquiries in their business judgment.
Our Board also fulfills its oversight role through the operations of its various committees, including our Audit Committee and Compensation Committee. Our Board receives periodic reports on each committee’s activities.
Our Audit Committee has responsibility for risk oversight in connection with its review of our financial reports filed with the SEC and on SEDAR+. Our Audit Committee receives reports from our Chief Financial Officer and our independent auditors in connection with the review of our quarterly and annual financial statements regarding significant financial transactions, accounting and reporting matters, critical accounting estimates and management’s exercise of judgment in accounting matters. When reporting on such matters, our independent auditors also provide their assessment of management’s report and conclusions.
The Audit Committee also provides oversight of the Company’s compliance with regulatory and legal requirements and its standards of business conduct and ethics, including the risk governance and risk assessment and strategy as it relates to key risks, including strategic, legal and regulatory, financial and operational risk (including technology, information systems, privacy and cyber security). The Audit Committee receives regular reports from management regarding these matters.
Director Independence
The Board determines the independence of our directors under the corporate governance rules of the New York Stock Exchange (“NYSE”) and applicable Canadian securities laws. The independence rules of the NYSE include a series of objective tests, including that an “independent” person will not be employed by us and will not be engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each person that no material relationship exists with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. It has been determined that four of our current directors are independent persons under the independence rules of the NYSE as well as within the meaning of NI 58-101: Dawn Wilson Barnes, Jeffrey Goldman, Ethan Nadelmann, Richard Reisin and Hannah (Buchan) Ross.
None of our directors are presently directors of any other reporting issuer.
34
Board and Committee Meetings; Executive Sessions
At regularly scheduled Board and committee meetings, directors review and discuss management reports regarding our performance, prospects and plans, as well as significant opportunities and immediate issues facing us. At least once a year, our Board also reviews management’s long-term strategic and financial plans. The Chair, in consultation with the chair of any applicable committee and other directors, as appropriate, establishes the agenda for meetings of the Board. Committee agendas and schedules are set by or in consultation with the committee chair. During the year ended December 31, 2025, our Board held seven meetings, and all directors attended at least 75% of all applicable Board and committee meetings during their respective tenures.
Board members are permitted to attend our annual general meeting of shareholders. All of our current Board members attended our 2025 annual general meeting, held on June 11, 2025.
Board Committees
Audit Committee
The Audit Committee assists the Board in fulfilling its responsibilities for oversight of financial, audit and accounting matters, as well as providing oversight on matters related to legal and regulatory compliance and risk management. The Audit Committee reviews the financial reports and other financial information that we provide to regulatory authorities and our shareholders, as well as reviews our system of internal controls regarding finance and accounting, including auditing, accounting and financial reporting processes.
Richard Reisin is chair of the Audit Committee and has been identified as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. All members of our Audit Committee are “financially literate” and “independent” within the meaning of NYSE rules and applicable Canadian securities laws. The following chart sets forth the current composition of our Audit Committee:
Name of Member |
|
Independent(1) |
|
Financially |
Dawn Wilson Barnes |
|
Yes |
|
Yes |
Jeffrey Goldman |
|
Yes |
|
Yes |
Richard Reisin |
|
Yes |
|
Yes |
Hannah (Buchan) Ross |
|
Yes |
|
Yes |
Notes:
The education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee is described above under the heading “Proposals No. 1 and 2—Election of Directors.”
The Audit Committee’s principal duties and responsibilities include assisting the Board in discharging the oversight of: (i) the Company’s internal audit function; (ii) the integrity of our consolidated financial statements and accounting and financial processes and the audits of our consolidated financial statements; (iii) compliance with legal and regulatory requirements; (iv) external auditors’ qualifications and independence; (v) the work and performance of financial management and external auditors; and (vi) system of disclosure controls and procedures and system of internal controls regarding finance, accounting, legal, compliance and risk management established by management and the Board.
Our Board has adopted a written charter for the Audit Committee, which sets out the Audit Committee’s responsibilities, consistent with the rules of the SEC and Canadian National Instrument 52-110, a current copy of which is available on the Investors page of our website at gtigrows.com. The Audit Committee has access to all books, records, facilities and personnel
35
and may request any information about us as it may deem appropriate. It has the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the Audit Committee.
Both our independent auditors and internal financial personnel regularly meet privately with the Audit Committee and have unrestricted access to this committee. At no time since the commencement of the Company’s most recently completed fiscal year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. Our Audit Committee held ten meetings during the year ended December 31, 2025.
Compensation Committee
The Compensation Committee currently consists of Jeffrey Goldman, who serves as Chair, Ethan Nadelmann and Hannah (Buchan) Ross.
Our Compensation Committee assists the Board in fulfilling its responsibilities for compensation philosophy and guidelines. The Compensation Committee also has responsibility for fixing compensation levels for the Company’s executive officers. In addition, the Compensation Committee is charged with reviewing the Stock and Incentive Plan (and proposing changes thereto), approving any awards under the Stock and Incentive Plan and recommending any other employee benefit plans, incentive awards and perquisites with respect to the Company’s executive officers. The Compensation Committee is also responsible for reviewing, approving and reporting to the Company’s Board annually (or more frequently as required) on the Company’s succession plans for its executive officers. Our Compensation Committee held six meetings during the year ended December 31, 2025.
Additional discussion of the role and responsibilities of the Compensation Committee is set forth below “Compensation Discussion and Analysis” below.
Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Compensation Committee consistent with the rules of the SEC and the guidance of the Canadian Securities Administrators, a current copy of which is available on the Investors page of our website at gtigrows.com.
Communications with the Board of Directors
Shareholders and other interested parties may contact any member (or all members) of our Board (including, without limitation, the non-management directors as a group), any committee of our Board or the chair of any such committee. Written correspondence may be sent addressed to our Board, any committee or any individual director, c/o Corporate Secretary, Green Thumb Industries Inc., 325 West Huron Street, Suite 700, Chicago, Illinois 60654.
36
EXECUTIVE OFFICERS
The following table provides information with respect to our executive officers:
Name |
Age |
Position(s) |
Mathew Faulkner |
53 |
Chief Financial Officer |
Anthony Georgiadis |
48 |
Director and President |
Benjamin Kovler |
47 |
Founder, Chairman of the Board and Chief Executive Officer |
Bret Kravitz |
46 |
General Counsel and Secretary |
Biographical Information
The biographies of Benjamin Kovler and Anthony Georgiadis can be found under “Proposals No. 1 and 2—Election of Directors.” The following is biographical information for our other executive officers:
Mathew Faulkner
Mathew Faulkner was appointed as the Company’s first Chief Accounting Officer in August 2020 and, in January 2023, became Chief Financial Officer. Mr. Faulkner has been with the Company since May 7, 2018, having previously served as the Company’s Senior Vice President of Accounting. During his tenure, Mr. Faulkner successfully facilitated the Company’s initial public offering in the U.S. and led the transition from reporting under International Financial Reporting Standards in Canada to U.S. Generally Accepted Accounting Principles (“GAAP”) reporting with the U.S. Securities and Exchange Commission. Prior to joining the Company, he was with Walgreens Boots Alliance Corporation, most recently serving as its Senior Director of Retail and Finance Transformation beginning in 2016, and its Retail Accounting Controller from 2012 to 2016. Mr. Faulkner graduated from the University of Toledo with a bachelor’s degree in accounting. He also earned his MBA from Northern Illinois University and is a CPA.
Bret Kravitz
Bret Kravitz became our General Counsel on January 1, 2023, having previously served as the Company’s Chief Corporate Counsel since 2017. Throughout his tenure, Mr. Kravitz has provided advice and guidance on a wide variety of legal matters and has closed numerous strategic acquisitions, partnerships, and capital raises in coordination with the Company’s executive team. Prior to joining the Company, he held attorney positions at Dickinson Wright PLLC and Baker Hostetler LLP. Mr. Kravitz graduated from the University of Colorado with a degree in finance, earned his MBA from University of Denver, and JD from Lewis & Clark Law School.
37
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation philosophy, discusses executive compensation policies and practices, and analyzes how and why our Compensation Committee arrived at specific compensation decisions for our fiscal year ended December 31, 2025 for our named executive officers (“NEOs”).
For 2025, our NEOs were the following four individuals, who were our only executive officers who served during 2025:
This CD&A should be read together with the compensation tables and related disclosures set forth below.
Executive Summary of Executive Compensation
Driven by our entire team, including our NEOs, Green Thumb delivered approximately $1.2 billion of annual revenue and delivered strong financial and operational results in 2025, despite considerable micro- and macroeconomic pressures such as continued, persistent price compression in our industry. Notably, the Company delivered full-year cash flow from operations of $294.9 million and ended the year with a strong balance sheet that included $274.3 million in cash after repurchasing $38.9 million of Company shares. These strong achievements during a prolonged difficult period for our industry factored significantly into the Compensation Committee’s decisions regarding the compensation for our NEOs. We believe that our compensation program for our executive team, including our NEOs, was an important motivating factor for our strong operating and financial performance, growing our business and strengthening our position for success in the future.
For 2025, the Compensation Committee tied our NEOs’ compensation to corporate performance primarily through our 2025 Annual Bonus (defined and further described below under “—Elements of Compensation—Short-Term Incentive Awards”) and awards of Options and RSUs granted pursuant to the Stock and Incentive Plan. The amounts our NEOs earned under the 2025 Annual Bonus were primarily driven by the Company’s achievement with respect to Revenue and Adjusted EBITDA (defined below) measured against pre-established goals.
Highlights of the Year Ended December 31, 2025
During 2025, the Company achieved solid financial and operating results despite considerable micro- and macroeconomic pressures. Significant achievements led by our NEOs included:
(See Appendix A for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure.)
In addition, the Company, led by the NEOs, expanded our brand reach through initiatives like our RYTHM Bud Ball concert series, RYTHM Icon Strains, and consistent execution across the business. Results included the Company’s brands achieving leadership positions across multiple key categories in 2025 (according to cannabis industry data analytics firm BDSA’s U.S.
38
retail sales tracking), including RYTHM as the No. 1 flower brand across the country; RYTHM’s Animal Face, a core Icon Strain, as the No. 1 selling flower unit in the country; Dogwalkers as the No. 1 uninfused pre-rolls, and incredibles as the No. 1 chocolate brand. Further, the Company continued to strengthen its investment in RYM and separated its hemp and cannabis businesses through the sale of our brand intellectual property to RYM. The brand transactions enable RYM to operate as a non-plant touching business while the Company continues manufacturing cannabis products under licensing arrangements with RYM, positioning both businesses to capitalize on evolving regulatory frameworks and growing consumer demand for tetrahydrocannabinol (“THC”).
Our Compensation Philosophy
Green Thumb’s compensation philosophy is based on attracting and retaining the talent Green Thumb needs to execute on our corporate strategic objectives; motivate our executives and employees to deliver the highest level of performance; encourage our executives and employees to focus on our Company priorities; and align the interests of our executives and employees with those of our shareholders, while effectively managing risk and broader stakeholder considerations.
Our compensation policies and practices throughout the organization, and for our executives in particular, reflect the high-growth nature of the Company and the nature of our nascent, rapidly evolving, highly regulated, federally illegal industry. Particular aspects of the cannabis industry that shape our compensation philosophy include:
Because of the significant constraints placed on the Company’s access to and uses of capital, the Company has historically taken a conservative approach to cash management to preserve overall corporate flexibility. As a result, the Compensation Committee places significant emphasis on balancing cash with non-cash elements of compensation for our NEOs, as well as aligning the Company’s compensation policies and practices with our stage of development, encouraging disciplined financial management and focusing on sustainable long-term growth. Given the Company’s current strong cash position, the Compensation Committee elected to increase compensation paid in cash again in 2026, and to continue to pay out greater portions of incentive compensation in cash, as it also did in the prior year. The Compensation Committee may continue this in similar circumstances in the future.
In addition, the Compensation Committee takes into account the size and complexity of our business and the industry (including our inability to engage in interstate commerce (except with respect to hemp-derived THC products that comprised a very small part of our business until the separation of our hemp and cannabis businesses described above) due to the federal illegality of cannabis and the varied and often volatile nature of the regulations we must comply with to succeed), the competitive marketplace for talent, and the contributions of our NEOs in driving our business results and the execution of our operating plans.
The Compensation Committee endeavors to ensure that our compensation philosophy and the operation of our compensation programs reinforce our culture and values; create a balance between risk and reward; attract, motivate and retain executive officers over the long-term; and align the interests of our executive officers with those of our shareholders.
We seek employees, and executives in particular, who have an entrepreneurial spirit, embrace change, are passionate about their work, and value the unique opportunities the Company offers in terms of longer-term incentives. We reinforce this with our practice of paying stronger variable compensation packages following strong years of performance.
39
Mix of Pay
As shown below, approximately 76% of Mr. Kovler’s target compensation and 67% of the other NEOs average target compensation (taken as a whole) for 2025 was variable based on Company and individual performance.
Variable compensation consists of the 2025 Annual Bonus and annual equity grants. Management believes a high percentage of variable compensation, especially long-term incentives, is beneficial to motivate our employees and is aligned with stakeholder interests.
For a more detailed description of the elements of our NEOs’ compensation, see “—Elements of Compensation” below.
How 2025 Performance Tied to Executive Compensation
In 2025, the Company achieved strong performance with respect to Revenue and Adjusted EBITDA, despite significant pressure from market forces outside of management’s control, and continued price compression in some of the Company’s key markets, resulting in a 125.6% of target payout for the corporate performance component under the 2025 Annual Bonus. The Committee believes the Company’s achievements, which significantly eclipsed its peers, was due to the NEO’s disciplined and innovative approach to operations and financial management. These results, combined with the individual performance element of the 2025 Annual Bonus and awards of RSUs and Options (described below under “—Elements of Compensation—Long Term Incentive Awards”), resulted in actual compensation for Mr. Kovler that was 80% performance based and 20% fixed, and for the other NEOs, taken as a whole, an average of 69% performance-based and 31% fixed.
40
Compensation Governance and Process
The Compensation Committee of our Board is authorized to review and approve all compensation decisions relating to our executive officers, including annually establishing our compensation philosophy and programs, goals, and related matters. Our CEO makes recommendations to the Board regarding the compensation for the NEOs other than himself.
The Compensation Committee reports to the Board of Directors and consists of Jeffrey Goldman (Chair), Ethan Nadelmann and Hannah (Buchan) Ross.
For details regarding the experience of the current members of the Compensation Committee, see “Proposals No. 1 and 2—Election of Directors, Biographical Information” above. Given the Company’s stage of development and high-growth, rapidly changing nature, the Board determined that Mr. Goldman, Mr. Nadelmann and Ms. Ross were the most appropriate individuals to serve on the Compensation Committee at this time due to their combined history with the Company, strong experience in the cannabis industry and experience with rapid growth, early-stage companies.
The role and responsibility of the Compensation Committee is to assist the Board in fulfilling its responsibilities for establishing the compensation philosophy and guidelines. Additionally, the Compensation Committee has responsibility for (i) recommending to the Board compensation levels for directors; (ii) fixing compensation levels and supplemental benefits for the executive officers; and (iii) entering into employment, severance protection, change in control and related agreements and plans for the CEO and other executive officers, provided that any agreements with the CEO are subject to Board approval. In addition, the Compensation Committee is charged with reviewing the Stock and Incentive Plan and proposing changes thereto to the full Board, and recommending any other employee benefit plans, incentive awards and perquisites with respect to the directors and executive officers.
The Compensation Committee is responsible for approving equity or incentive awards under the Stock and Incentive Plan. The Compensation Committee is also responsible for reviewing, approving and reporting to the Board annually (or more frequently as required) on our succession plans for our executive officers and compensation risk management.
In setting compensation for our NEOs, in February and March of 2025, the Compensation Committee reviewed the Company’s overall performance and key achievements for 2024, each individual’s respective performance and key achievements during the year as well as their new roles and responsibilities (where applicable), and recommendations from the Company’s People Team, leadership and the CEO. Based on this information, the Compensation Committee determined:
Following the end of the fiscal year, in February 2026, the Compensation Committee determined each NEO’s payment earned pursuant to the 2025 Annual Bonus.
Risk Management
The Compensation Committee regularly assesses and reports to the Board on potential risks associated with the Company’s compensation policies and practices on an annual basis, including with respect to the NEOs, and devotes such time and resources to compensation risk management as it believes appropriate given the Company’s current stage of development and corporate governance best practices.
For 2025, the Compensation Committee did not identify any risks arising from the Company’s compensation policies and practices that it or the Board believed were reasonably likely to have a material adverse effect on the Company.
41
Compensation Best Practices
The Company’s NEO compensation policies and practices for 2025 are designed to align pay with Company performance and mitigate compensation risk by doing and not doing the following:
What We Do: |
|
+ |
provide a reasonable balance between cash and equity compensation; |
+ |
establish robust annual financial targets that are approved by the Compensation Committee for the 2025 Annual Bonus in the first quarter; |
+ |
incorporate multiple financial measures in the 2025 Annual Bonus; |
+ |
determine payouts under the 2025 Annual Bonus that can vary significantly based on Company performance; |
+ |
encourage retention of high performing individuals; |
+ |
align the interests of the NEOs with the short-term and long-term objectives of the Company and its shareholders; |
+ |
employ only double trigger (change-in-control and termination of employment) vesting upon a change of control; |
+ |
perform annual risk review to evaluate incentive and other compensation; |
+ |
use a balance of formulaic measures and qualitative factors to determine achievement of goals; |
+ |
provide limited perquisites; and |
+ |
use of multi-year vesting to diminish the incentive to maximize performance in any one fiscal period at the expense of another. |
What We Do Not Do: |
|
– |
employ change-in-control provisions with single-trigger vesting; |
– |
provide gross-up payments to cover personal income taxes or other excise taxes pertaining to executive compensation or severance; |
– |
allow the repricing, spring-loading, or backdating of equity awards; |
– |
have separate enhanced health and welfare or retirement benefit plans for NEOs; |
– |
have guaranteed increases to base salaries; |
– |
permit hedging, pledging or short sales of our stock; |
– |
emphasize incentives to produce short-term results to the detriment of long-term goals and results; |
– |
provide incentives to pursue excessively risky business strategies; |
– |
offer uncapped incentive award payouts; or |
– |
guarantee incentive payouts from incentive awards. |
42
Role of Management in Setting NEO Compensation
The CEO and the Company’s People Team support the Compensation Committee in its compensation work. The CEO, with the input of the People Team, makes recommendations to the Compensation Committee on NEO and top officer compensation. The People Team also makes recommendations and provides information to, and answers questions from, the Compensation Committee as it fulfills its responsibilities regarding executive compensation.
None of the Company’s NEOs (including the CEO) make recommendations directly to the Compensation Committee regarding their own compensation amounts.
Role of Peer Benchmarking and Compensation Consultants
For 2025, the Compensation Committee elected not to formally benchmark our NEOs’ compensation to other companies and did not perform compensation market survey reviews on executive compensation. Although the Compensation Committee did not use a formal benchmarking study, it reviewed publicly disclosed compensation rates and key compensation terms for the named executive officers of our peers and in the market generally to assist in the evaluation of the competitiveness of the Company’s compensation packages for the NEOs.
The Compensation Committee has continued its overall approach to be more conservative on cash while providing meaningful long-term incentive opportunities through equity compensation, however, the Company’s strong cash position at the end of 2025 provided the Compensation Committee with greater flexibility to use more cash to reward and incentivize employees, including the NEOs, than it has done in prior years. Although the Compensation Committee may engage a compensation consultant to analyze these or other matters in the future, it determined that benchmarking our NEOs’ pay and engaging its own compensation consultant were not necessary during 2025.
Elements of Compensation
Base Salary
Base salary is the fixed portion of each NEO’s total compensation. It is designed to provide income certainty. In determining the base level of compensation for the NEOs, weight is placed on factors including affordability and the individual’s competencies, skills, experience, contributions, and performance. When setting base salaries, the Compensation Committee also considers internal pay equity and the impact of base salary on other compensation elements, such as the target annual incentive. The Compensation Committee strives to set our NEOs’ base salaries at conservative levels while placing more emphasis on variable compensation and long-term incentives, in line with our goal of maintaining flexibility with our available cash.
At its March 18, 2025, meeting, the Compensation Committee reviewed the base salaries of the NEOs and determined not to make any changes for any of the NEOs in order to continue to place emphasis upon compensation elements that vary depending on the Company's performance. The NEOs 2025 base salaries as of April 1, 2025 were as follows:
2025 Base Salaries as of April 1, 2025
NEO |
|
2024 Salary |
|
|
2025 Salary |
|
|
% Change |
||
Benjamin Kovler |
|
$ |
345,000 |
|
|
$ |
345,000 |
|
|
0.0% |
Anthony Georgiadis |
|
$ |
360,000 |
|
|
$ |
360,000 |
|
|
0.0% |
Matt Faulkner |
|
$ |
345,000 |
|
|
$ |
345,000 |
|
|
0.0% |
Bret Kravitz(1) |
|
$ |
335,000 |
|
|
$ |
335,000 |
|
|
0.0% |
(1) Mr. Kravitz’s 2024 base salary increased from $300,000 to $310,000 effective April 1, 2024 and then to $335,000 effective December 1, 2024.
Short-Term Incentive Awards
At its meeting on March 18, 2025, the Compensation Committee adopted the 2025 Annual Bonus Plan (the “2025 Annual Bonus”) applicable to our NEOs and other eligible Company employees and established the performance metrics and targets that would be used to determine payouts under the 2025 Annual Bonus, as well as the target payout amount for each of the NEOs. This program was designed to afford eligible participants the opportunity to share in the Company’s success and reward their individual performance over the year based on meeting or exceeding pre-established performance criteria. In determining
43
the performance metrics and applicable targets for the 2025 Annual Bonus, the Compensation Committee reviewed the Company’s financial and operational priorities, strategic business objectives and plans for the year.
The 2025 Annual Bonus was designed to drive near-term goals supporting responsible, sustainable growth and to differentiate executives’ total compensation based on individual performance. The Compensation Committee assigned each executive a target incentive award as a percentage of their 2025 base salary, based on each executive’s responsibilities and role. The quantitative targets for each financial metric are designed to be challenging but reasonably attainable, with the maximum achievement levels intended to be a true stretch. Maximum achievement of each metric was set at 115% of the target levels while threshold achievement was set at 85% of target. The Compensation Committee selected the quantitative metrics based on the fact that revenue expansion is critical for high-growth companies, and Adjusted EBITDA is a key metric of profitability for high-growth companies generally and those in the cannabis industry specifically.
Key features of the 2025 Annual Bonus include:
In setting the target bonus amounts for each NEO, the Compensation Committee acknowledged that the NEOs’ base salaries were low relative to the market and the importance of increasing the competitiveness of the Company's compensation packages, and thus determined that it was appropriate to increase some of the NEOs’ bonus targets as a percentage of their respective base salary for 2025 as compared to the prior year. The Compensation Committee determined that it was appropriate to increase Mr. Kovler’s 2025 Annual Bonus target to 325% of his base salary, up from 250% the prior year; Mr. Georgiadis’s 2025 Annual Bonus target to 300% of his base salary, up from 250% the prior year; and Mr. Kravitz’s 2025 Annual Bonus target to 110% of his base salary, up from 85% the prior year. It maintained Mr. Faulkner's 2025 Annual Bonus target at 110% of his base salary, consistent with the prior year.
44
The goals for the Company’s performance for the 2025 Annual Bonus were:
Metric |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|||
Revenue |
|
$988M |
|
|
$1,162M |
|
|
$1,336M |
|
|||
Adjusted EBITDA |
|
$273M |
|
|
$322M |
|
|
$370M |
|
|||
Payout Factor (as a % of Target) |
|
|
50 |
% |
|
|
100 |
% |
|
|
200 |
% |
In addition, with the input of the People Team, each NEO for themselves, and Mr. Kovler for each other NEO and Mr. Georgiadis for Mr. Faulkner and Mr. Kravitz, the Compensation Committee established individual performance goals for each NEO for the year. Our individual performance goals are designed to support our foundational principles, including our corporate mission, vision, values and priorities. For 2025, these goals included:
|
|
Mr. Kovler |
Mr. Kovler’s 2025 goals focused on providing strong overall leadership for the development of the Company and the Company’s leadership team, including key succession plans; successful development and execution of the Company’s capital management plan and budget; extend or refinance the Company’s senior credit facility; developing and executing on key strategic imperatives, including with respect to brand development and strategic partnerships; acting as a leader for the Company’s culture of compliance; and closely monitoring legislative and regulatory changes in the industry. |
|
|
Mr. Georgiadis |
Mr. Georgiadis’s 2025 goals included successful leadership and development of the retail, revenue, and wholesale operations teams, including developing leaders in those areas and succession planning; successful execution of the Company’s financial, capital expenditure and operating plans; leading efforts to improve product quality and production efficiencies; and acting as a leader for the Company’s culture of compliance. |
|
|
Mr. Faulkner |
Mr. Faulkner’s 2025 goals included effective leadership and management of our finance and accounting functions, including timely filings with the SEC; delivering on cost savings initiatives and management of the Company’s cash position; supporting the development of new banking, processing and reporting tools; strengthening the Company’s finance, accounting and information technology functions by developing talent and developing succession plans for key roles; and ensuring strong internal controls and procedures. |
|
|
Mr. Kravitz |
Mr. Kravitz’s 2025 goals included continued development of the legal team to optimize organizational support; safeguarding the Company’s licenses and acting as a leader for the Company’s culture of compliance; representing the Company on key and strategic legislative and legal initiatives; and actively managing the Company’s legal and regulatory budgets. |
45
2025 Annual Bonus Results
Following the end of 2025, the Compensation Committee evaluated the Company’s and each NEO’s performance with respect to the above-described criteria, to determine each individual’s achievement under the 2025 Annual Bonus as follows:
The Company’s achievement with respect to the 2025 Revenue and Adjusted EBITDA metrics was:
Metric |
|
Threshold |
|
Target |
|
|
Maximum |
|
Result |
|
Payout |
|
||
Revenue (50% weighting) |
|
$988M |
|
$1,162M |
|
|
$1,336M |
|
$1,175M |
|
|
104.4 |
% |
|
Adjusted EBITDA(1) (50% weighting) |
|
$273M |
|
$322M |
|
|
$370M |
|
$348M |
|
|
146.8 |
% |
|
Total Company Performance |
|
|
|
|
100 |
% |
|
|
|
|
|
|
125.6 |
% |
(1)Following the sale of the Company’s brand intellectual property to RYM in May and September of 2025, the Company began to pay licensing fees to RYM in November 2025, totaling approximately $6.8 million for the year. When evaluating the Company’s financial performance for 2025 pursuant to the goals established under the 2025 Annual Bonus Plan, as permitted by the terms thereof, the Compensation Committee determined that it was appropriate to add back those licensing fees to Adjusted EBITDA. The Company refers to this metric as “Normalized EBIDTA” in the 2025 Form 10-K.
Individual performance was subjectively and qualitatively reviewed by the Compensation Committee, taking into consideration the recommendations of Mr. Kovler for all of the other NEOs, and Mr. Georgiadis for Mr. Faulkner and Mr. Kravitz. Key individual performance achievements for the year taken into consideration by the Compensation Committee in determining the applicable payouts under the 2025 Annual Bonus for each NEO were as follows:
|
|
Mr. Kovler |
Mr. Kovler’s key accomplishments for 2025 included effective stewardship of the development of the Company and its leadership team; achieving financial performance, exceeding planned results; successful execution and development of the Company’s capital management plan and budget and expanding the Company’s senior debt facility; delivering on key strategic imperatives including developing the Company’s brand performance and key partnerships; and keeping the Company prepared for potential legislative changes. |
|
|
Mr. Georgiadis |
The Compensation Committee recognized Mr. Georgiadis for his key 2025 accomplishments including successfully executing on the Company’s strategic priorities; extensive development of key leaders throughout the business and overall development of the leadership team; contributions to the Company’s excellent financial performance, including tax strategies, cash flow management and execution on capital expenditures; successfully leading the efforts to improve product quality, market share, inventory management and production efficiencies; and providing leadership for the Company’s culture of compliance. |
|
|
46
Mr. Faulkner |
During 2025, Mr. Faulkner provided strong management of the finance and accounting teams, including tax strategies and timely financial reporting and filings and management of financial results; managed the sale of the Company's brand intellectual property to RYM and related operational matters; developing internal leadership; and ensuring strong internal controls and procedures. |
|
|
Mr. Kravitz |
The Compensation Committee recognized Mr. Kravitz for his key accomplishments during 2025, including successful leadership of multiple complex legal transactions such as the sale of the Company's brand intellectual property to RYM and litigation matters; serving as a leader for the Company’s culture of compliance; successfully managing the Company’s legal and regulatory budgets and litigation matters; safeguarding the Company’s licenses; representing the Company on strategic legislative and legal initiatives; and developing the strengths of the legal team. |
The resulting individual annual incentive amounts were calculated as follows:
Name |
|
Annual |
|
|
Company |
|
Percentage |
|
|
Total Earned |
|
|||
Mr. Kovler |
|
$ |
1,121,250 |
|
|
|
|
|
143.8 |
% |
|
$ |
1,612,000 |
|
Mr. Georgiadis |
|
$ |
1,080,000 |
|
|
125.6% |
|
|
124.2 |
% |
|
$ |
1,341,684 |
|
Mr. Faulkner |
|
$ |
379,500 |
|
|
|
|
|
122.2 |
% |
|
$ |
463,863 |
|
Mr. Kravitz |
|
$ |
368,500 |
|
|
|
|
|
122.5 |
% |
|
$ |
451,339 |
|
As was intended with the 2025 Annual Bonus design, in a year when the Company achieves significant results, the plan participants earned significant rewards.
Pursuant to the terms of the 2025 Annual Bonus as adopted in March 2025, the Compensation Committee had discretion to pay amounts earned over target in cash or in fully-vested RSUs. Given the Company’s strong cash balances and plans for repurchasing outstanding Subordinate Voting Shares in the market, the Compensation Committee determined that it was appropriate to pay the entirety of each plan participant’s earned amount in cash.
Long-Term Equity Cash and Incentive Awards
2025 Long-Term Cash Incentive
The Company has historically provided its NEO’s with long-term incentives entirely in the form of equity (Options or RSUs). At its meeting in March of 2025, during which the Compensation Committee considered annual long-term incentive awards to be made as of April 1, 2025, the Compensation Committee determined that, given the Company’s strong cash position and the depressed market for the Company’s Subordinate Voting Shares notwithstanding the Company’s strong financial performance, that it was in the Company’s best interests to include a cash element in the Company’s long-term incentive awards package. The Compensation Committee determined that 25% of the aggregate amount of long-term incentives to be granted to each employee, including the NEOs, would be made in the form of cash that vests one-half on the six-month anniversary of the grant date, and one-half on the 18-month anniversary of the April 1, 2025 grant date. The Compensation Committee believes that this further increased the engagement of employees, including the NEOs, and improves the retentive aspects of the Company’s compensation package. This also further supports the Compensation Committee’s goal of creating strong variable awards when the Company has had strong financial performance, while allowing it to continue to keep fixed compensation at levels that are low relative to the market. Although this compensation is reflected in the “Bonus” column of the “Summary Compensation Table” in the “Compensation Tables” below, the Compensation Committee considers this long-term incentive compensation because of the vesting conditions included as part of each award.
2025 Annual Equity Awards
Long-term incentives granted under the Stock and Incentive Plan are intended to align the interests of the Company’s executive officers with those of our shareholders and to provide a long-term incentive that rewards the executive officers for their contributions to the creation of shareholder value. The Compensation Committee evaluates this on an annual basis as the Company and the cannabis industry continue to develop. Given the competitive market for talent, and because each individual values the attributes of RSUs and Options differently, particularly in light of the volatility of the market price of our Subordinate Voting Shares, the Compensation Committee determined that it was appropriate to continue to permit each of the
47
NEOs, as well as senior employees across the Company, to elect the relative portion of their annual long-term equity incentive awards to be granted in RSUs versus Options. The Compensation Committee believes that this increased the retentive aspects of the Company’s compensation packages, as employees were able to tailor this aspect of their compensation according to their personal preference. During December of 2024, employees, including the NEOs, were given the chance to elect, from zero to 100%, the percentage of Options and RSUs they wished to receive in April 2025. The Compensation Committee then honored those elections in determining the form of the long-term equity incentive awards granted.
The Compensation Committee generally approves equity awards to be made only on the first calendar day of the month following the date of approval, although exceptions may be made in special circumstances. The annual equity awards to our NEOs are made at approximately the same time every year (April 1), and at the same time as the broad-based annual awards are made to other eligible employees.
Given the relatively low trading volume of the Company’s Subordinate Voting Shares, the Company’s history of granting meaningful equity awards throughout the employee population annually on April 1, and the trend of relatively high-volumes of shares entering the market in the days following the annual vesting of April 1 awards, the Compensation Committee determined that it was appropriate to change its traditional vesting schedule for all annual employee equity awards to create distribution of vesting dates. Each of the annual equity awards granted on April 1, 2025, whether in the form of RSUs and/or Options, vests in one-third annual increments on the 10th month, 22nd month and 34th month anniversaries of the grant date, subject to the individual’s continued employment on the applicable vesting dates.
The Options awarded to our NEOs in 2025 have a seven-year term and an exercise price that is equal to the closing price of one of our Subordinate Voting Shares on the OTCQX Best Market on the date of grant. Options provide value only if our share price increases above the exercise price, thereby closely aligning the NEOs’ pay with shareholder interests. RSUs provide the NEOs with the right to receive shares upon vesting and also align the NEOs’ pay to shareholder interests since the value of the award increases as our stock price increases. The Compensation Committee believes that Options and RSUs that vest over a multi-year period help support the Company’s long-term initiatives, which include sustainable operational and financial performance, employee retention and driving shareholder value creation.
In establishing the dollar value of the overall amount of equity awards to be granted to the NEOs as their annual long-term incentives, the Compensation Committee considers the level of effort, time, responsibility, ability, experience and commitment of each individual and their applicable role(s) as well as internal pay equity and relevant market data. In establishing the dollar value of the overall amount of equity awards to be granted to each NEO other than the CEO, reference is made to the recommendations made by the CEO and their respective total compensation opportunity.
The NEOs received long-term cash and equity incentive awards of Options and RSUs for the annual grant with the following fair market values on April 1, 2025:
Name |
|
2025 Long-Term |
|
|
Fair Market |
|
|
Fair Market |
|
|
Total 2025 Long-Term Incentives |
|
||||
Benjamin Kovler |
|
$ |
200,000 |
|
|
$ |
299,998 |
|
|
$ |
299,995 |
|
|
$ |
799,993 |
|
Anthony Georgiadis |
|
$ |
187,500 |
|
|
$ |
— |
|
|
$ |
562,497 |
|
|
$ |
749,997 |
|
Matt Faulkner |
|
$ |
162,500 |
|
|
$ |
— |
|
|
$ |
487,498 |
|
|
$ |
649,998 |
|
Bret Kravitz |
|
$ |
150,000 |
|
|
$ |
224,998 |
|
|
$ |
224,997 |
|
|
$ |
599,995 |
|
RYTHM, Inc. Equity Awards
Following the Company’s acquisition of ownership interests in RYM in November 2024, certain members of the Company’s leadership team, including the NEOs other than Mr. Kovler, and other Company employees began providing support to RYM under a Shared Services Agreement between RYM and a Company subsidiary (the “Services Agreement”), whereby the Company (or its applicable subsidiary) is reimbursed for the applicable share of such employee’s time that was dedicated to providing services under the Services Agreement. Mr. Kovler, who is also the Interim Chief Executive Officer of RYM, does not perform services pursuant to the Services Agreement, but provides services directly to RYM. In October 2025, Mr. Kovler informed the Committee that the RYM compensation committee intended to make awards of restricted stock units in RYM under its incentive plan to Mr. Georgiadis, Mr. Faulkner and Mr. Kravitz in recognition for their services to RYM under the Services Agreement, which restricted stock units would vest in 50% increments on March 15, 2027 and June 1, 2028, subject
48
to each recipient’s continuation as a service provider to RYM on each applicable vesting date, and other standard vesting conditions, as follows, with a grant date of November 3, 2025:
Name |
|
Number of RYM Restricted Share Units |
|
|
FMV of Grant on Date of Grant |
|
||
Mr. Georgiadis |
|
|
11,874 |
|
|
$ |
488,971 |
|
Mr. Faulkner |
|
|
7,500 |
|
|
$ |
308,850 |
|
Mr. Kravitz |
|
|
8,500 |
|
|
$ |
350,030 |
|
The Compensation Committee took the amounts of these RYM grants to the NEOs into consideration when determining each of the NEO’s overall compensation packages and long-term incentive awards for 2026.
Insider Trading Policies
Our policy on insider trading
Perquisites and Other Personal Benefits
We believe in providing only very limited perquisites and personal benefits to our NEOs. For 2025, none of our NEOs received perks in excess of $10,000.
Our NEOs are also eligible to participate, at their election, in the broad-based benefit and welfare plans as well as discounts on Company products and at Company dispensaries that are available to the Company’s employees generally.
Employment Arrangements
All of our NEOs are employed at-will, and we have not entered into agreements with them that provide for minimum base salaries or other compensation arrangements. We have entered into a written agreement with each NEO titled “Confidentiality, Non-Compete, Non-Solicitation, Non-Disparagement and Invention Assignment Agreement” pursuant to which the NEOs provide the Company with certain protections, including with respect to the Company’s confidential information learned by the individuals in the course of their employment; rights to any intellectual property or inventions developed in the course of their employment; covenants not to compete with the Company or solicit its employees for one year following termination of their employment; and requiring disputes to be settled through arbitration.
Retirement Benefit Plans
Each NEO is eligible to participate in the Vision Management Services, LLC 401(k) Plan, a tax-qualified, defined contribution retirement plan. The Vision Management Services, LLC 401(k) Plan is generally available to eligible employees of our operating subsidiary, Vision Management Services, LLC, and other subsidiaries that have elected to participate in the Vision Management Services, LLC 401(k) Plan. Participants in the Vision Management Services, LLC 401(k) Plan are eligible to make before-tax contributions and Roth contributions and, if Vision Management Services, LLC elects, to receive discretionary matching and/or profit-sharing contributions. To date, Vision Management Services, LLC has not elected to provide discretionary matching or profit-sharing.
Termination and Change in Control Benefits
Except as described below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with a termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control or a change in a NEO’s responsibilities. Each NEO provides services to the Company on an at-will basis.
The RSU and Option awards granted pursuant to the Stock and Incentive Plan provide for full vesting in the event of the awardee’s death or if the awardee’s service is terminated without cause (as defined in the applicable award agreements) within 12 months following a change in control (as defined in the applicable award agreements). Options that are vested due to such a termination are exercisable for the duration of the Option’s original term. Further, acting through the Board, the Compensation Committee has broad discretion in how to treat awards under the Stock and Incentive Plan in the event of a change in control. Such discretion includes the ability to fully vest and cash-out awards, arrange for awards to be assumed by a buyer, provide for
49
economically equivalent replacement awards or eliminate future vesting or exercisability as of, or following, a change in control. The Compensation Committee believes that these arrangements are an important part of our overall executive compensation program, as they help ensure the continued focus and dedication of our NEOs, notwithstanding any concern that they may have at any given time regarding their continued employment prior to or following a change in control transaction. The Company does not offer any other benefits in the event of an employee’s death. The Compensation Committee also believes that offering these limited severance benefits is an important recruiting and retention tool.
50
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis, required by Item 402(b) of Regulation S-K, with management of the Company. Based on this review and discussion, the Compensation Committee recommends to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and such other filings with the SEC as may be appropriate.
COMPENSATION COMMITTEE |
|
Jeffrey Goldman, Chair |
Ethan Nadelmann |
Hannah (Buchan) Ross |
|
51
COMPENSATION TABLES
Summary Compensation Table
The following table sets forth all compensation paid to or earned by the NEOs of the Company in the last three (3) fiscal years (or, if less, the number of years that individual has been an NEO).
Name and |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Stock |
|
|
Option |
|
|
Non-Equity Incentive Plan Compensation(3) |
|
|
Change in |
|
|
All Other |
|
|
Total |
|
||||||||
Benjamin Kovler, |
|
2025 |
|
$ |
335,721 |
|
|
$ |
200,000 |
|
|
$ |
299,995 |
|
|
$ |
299,998 |
|
|
$ |
1,612,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,747,714 |
|
Chief Executive Officer |
|
2024 |
|
$ |
345,013 |
|
|
$ |
300,000 |
|
|
$ |
7,877,497 |
|
|
$ |
639,998 |
|
|
$ |
1,225,569 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,388,077 |
|
and Chairman |
|
2023 |
|
$ |
345,013 |
|
|
$ |
— |
|
|
$ |
169,993 |
|
|
$ |
679,997 |
|
|
$ |
627,719 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,822,722 |
|
Anthony Georgiadis, |
|
2025 |
|
$ |
350,318 |
|
|
$ |
187,500 |
|
|
$ |
562,497 |
|
|
$ |
— |
|
|
$ |
1,341,684 |
|
|
$ |
— |
|
|
$ |
488,971 |
|
|
$ |
2,930,970 |
|
President and Director |
|
2024 |
|
$ |
360,014 |
|
|
$ |
300,000 |
|
|
$ |
7,717,500 |
|
|
$ |
749,995 |
|
|
$ |
1,250,910 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,378,419 |
|
|
|
2023 |
|
$ |
360,014 |
|
|
$ |
— |
|
|
$ |
374,999 |
|
|
$ |
374,997 |
|
|
$ |
668,257 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,778,267 |
|
Matt Faulkner |
|
2025 |
|
$ |
335,721 |
|
|
$ |
162,500 |
|
|
$ |
487,498 |
|
|
$ |
— |
|
|
$ |
463,863 |
|
|
$ |
— |
|
|
$ |
308,850 |
|
|
$ |
1,758,432 |
|
Chief Financial Officer |
|
2024 |
|
$ |
345,013 |
|
|
$ |
— |
|
|
$ |
3,476,992 |
|
|
$ |
259,994 |
|
|
$ |
517,980 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,599,979 |
|
|
|
2023 |
|
$ |
345,013 |
|
|
$ |
— |
|
|
$ |
549,990 |
|
|
$ |
549,998 |
|
|
$ |
288,186 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,733,187 |
|
Bret Kravitz |
|
2025 |
|
$ |
325,990 |
|
|
$ |
150,000 |
|
|
$ |
224,997 |
|
|
$ |
224,998 |
|
|
$ |
451,339 |
|
|
$ |
— |
|
|
$ |
350,030 |
|
|
$ |
1,727,354 |
|
General Counsel |
|
2024 |
|
$ |
309,589 |
|
|
$ |
— |
|
|
$ |
3,236,989 |
|
|
$ |
599,997 |
|
|
$ |
365,316 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,511,891 |
|
|
|
2023 |
|
$ |
287,511 |
|
|
$ |
— |
|
|
$ |
474,993 |
|
|
$ |
474,994 |
|
|
$ |
214,568 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,452,066 |
|
Notes:
52
Grants of Plan-Based Awards
The table below summarizes each grant of an equity or non-equity award made to the NEOs during fiscal 2025 under our incentive plans.
|
|
|
|
|
|
Estimated future payouts under |
|
|
All |
|
|
All other |
|
|
Exercise |
|
|
Grant date |
|
|||||||||||||
|
|
Type of Award |
|
Grant |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
or units |
|
|
option |
|
|
awards |
|
|
awards |
|
|||||||
Benjamin Kovler |
|
2025 Annual Bonus(1) |
|
3/18/2025 |
|
$ |
560,625 |
|
|
$ |
1,121,250 |
|
|
$ |
2,242,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Stock Option Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,339 |
|
|
$ |
5.74 |
|
|
$ |
299,998 |
|
||||
|
|
RSU Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
52,264 |
|
|
|
|
|
|
|
|
$ |
299,995 |
|
|||||
Anthony Georgiadis |
|
2025 Annual Bonus(1) |
|
3/18/2025 |
|
$ |
540,000 |
|
|
$ |
1,080,000 |
|
|
$ |
2,160,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
RSU Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
97,996 |
|
|
|
|
|
|
|
|
$ |
562,497 |
|
|||||
Matt Faulkner |
|
2025 Annual Bonus(1) |
|
3/18/2025 |
|
$ |
189,750 |
|
|
$ |
379,500 |
|
|
$ |
759,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
RSU Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
84,930 |
|
|
|
|
|
|
|
|
$ |
487,498 |
|
|||||
Bret Kravitz |
|
2025 Annual Bonus(1) |
|
3/18/2025 |
|
$ |
184,250 |
|
|
$ |
368,500 |
|
|
$ |
737,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Stock Option Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,754 |
|
|
$ |
5.74 |
|
|
$ |
224,998 |
|
||||
|
|
RSU Award(2) |
|
4/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
39,198 |
|
|
|
|
|
|
|
|
$ |
224,997 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Notes:
53
Outstanding Equity Awards Table
The following table sets forth outstanding equity awards for the NEOs of the Company at fiscal 2025 year end.
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||||||||||||
Name |
|
Grant |
|
Number of |
|
|
Number of |
|
|
Equity |
|
|
Option |
|
|
Option |
|
|
Number |
|
|
Market |
|
|
Equity |
|
|
Equity |
|
|||||||||
Benjamin Kovler |
|
8/30/2018(1) |
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
11.28 |
|
|
8/30/2028 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2021(1) |
|
|
34,153 |
|
|
|
— |
|
|
|
— |
|
|
$ |
29.68 |
|
|
4/1/2026 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2022(1) |
|
|
88,265 |
|
|
|
— |
|
|
|
— |
|
|
$ |
19.10 |
|
|
4/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7/1/2022(2) |
|
|
38,759 |
|
|
|
— |
|
|
|
— |
|
|
$ |
7.98 |
|
|
7/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
7,466 |
|
|
$ |
60,027 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2023(1) |
|
|
111,110 |
|
|
|
55,556 |
|
|
|
— |
|
|
$ |
7.59 |
|
|
4/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
7,131 |
|
|
$ |
57,333 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2024(1) |
|
|
26,967 |
|
|
|
53,934 |
|
|
|
— |
|
|
$ |
14.96 |
|
|
4/1/2031 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
11/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
500,000 |
|
|
$ |
4,020,000 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2025(1) |
|
|
— |
|
|
|
94,339 |
|
|
|
— |
|
|
$ |
5.74 |
|
|
4/1/2032 |
|
|
|
52,264 |
|
|
$ |
420,014 |
|
|
|
— |
|
|
|
— |
|
|
Anthony Georgiadis |
|
8/30/2018(1) |
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
11.28 |
|
|
8/30/2028 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2021(1) |
|
|
23,907 |
|
|
|
— |
|
|
|
— |
|
|
$ |
29.68 |
|
|
4/1/2026 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2022(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2022(1) |
|
|
31,152 |
|
|
|
— |
|
|
|
— |
|
|
$ |
19.10 |
|
|
4/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7/1/2022(2) |
|
|
38,759 |
|
|
|
— |
|
|
|
— |
|
|
$ |
7.98 |
|
|
7/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
9/1/2022(1) |
|
|
76,219 |
|
|
|
— |
|
|
|
— |
|
|
$ |
13.29 |
|
|
9/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
16,469 |
|
|
$ |
132,411 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2023(1) |
|
|
61,274 |
|
|
|
30,637 |
|
|
|
— |
|
|
$ |
7.59 |
|
|
4/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2024(1) |
|
|
31,602 |
|
|
|
63,214 |
|
|
|
— |
|
|
$ |
14.96 |
|
|
4/1/2031 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
11/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
500,000 |
|
|
$ |
4,020,000 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2025(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
97,996 |
|
|
$ |
787,535 |
|
|
|
— |
|
|
|
— |
|
Matt Faulkner |
|
4/1/2021(1) |
|
|
11,953 |
|
|
|
— |
|
|
|
— |
|
|
$ |
29.68 |
|
|
4/1/2026 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
12/10/2021(1) |
|
|
6,619 |
|
|
|
— |
|
|
|
— |
|
|
$ |
21.95 |
|
|
12/10/2026 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2022(1) |
|
|
20,249 |
|
|
|
— |
|
|
|
— |
|
|
$ |
19.10 |
|
|
4/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7/1/2022(2) |
|
|
38,759 |
|
|
|
— |
|
|
|
— |
|
|
$ |
7.98 |
|
|
7/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
9/1/2022(1) |
|
|
41,920 |
|
|
|
— |
|
|
|
— |
|
|
$ |
13.29 |
|
|
9/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
9,416 |
|
|
$ |
75,705 |
|
|
|
— |
|
|
|
— |
|
|
|
1/1/2023(1) |
|
|
34,794 |
|
|
|
17,398 |
|
|
|
— |
|
|
$ |
8.85 |
|
|
1/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
13,175 |
|
|
$ |
105,927 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2023(1) |
|
|
49,019 |
|
|
|
24,510 |
|
|
|
— |
|
|
$ |
7.59 |
|
|
4/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
17,381 |
|
|
$ |
139,743 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2024(1) |
|
|
10,955 |
|
|
|
21,914 |
|
|
|
— |
|
|
$ |
14.96 |
|
|
4/1/2031 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
11/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
200,000 |
|
|
$ |
1,608,000 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2025(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
84,930 |
|
|
$ |
682,531 |
|
|
|
— |
|
|
|
— |
|
Bret Kravitz |
|
4/1/2021(1) |
|
|
7,470 |
|
|
|
— |
|
|
|
— |
|
|
$ |
29.68 |
|
|
4/1/2026 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2022(1) |
|
|
7,788 |
|
|
|
— |
|
|
|
— |
|
|
$ |
19.10 |
|
|
4/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7/1/2022(2) |
|
|
19,379 |
|
|
|
— |
|
|
|
— |
|
|
$ |
7.98 |
|
|
7/1/2029 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
8,475 |
|
|
$ |
68,139 |
|
|
|
— |
|
|
|
— |
|
|
|
1/1/2023(1) |
|
|
31,314 |
|
|
|
15,658 |
|
|
|
— |
|
|
$ |
8.85 |
|
|
1/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2023(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
10,980 |
|
|
$ |
88,279 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2023(1) |
|
|
40,849 |
|
|
|
20,425 |
|
|
|
— |
|
|
$ |
7.59 |
|
|
4/1/2030 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4/1/2024(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
6,685 |
|
|
$ |
53,747 |
|
|
|
— |
|
|
|
— |
|
|
|
4/1/2024(1) |
|
|
25,281 |
|
|
|
50,572 |
|
|
|
— |
|
|
$ |
14.96 |
|
|
4/1/2031 |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
11/1/2024(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
200,000 |
|
|
$ |
1,608,000 |
|
|
|
— |
|
|
|
— |
|
Notes:
54
Options Exercised and Stock Vested
The table below sets forth the number of shares acquired by our NEOs in fiscal 2025 as a result of the vesting of RSUs or the exercise of options awarded under our equity compensation programs.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||
Name |
|
Number of Shares |
|
|
Value Realized on |
|
|
Number of Shares |
|
|
Value Realized on |
|
||||
Benjamin Kovler |
|
|
— |
|
|
$ |
— |
|
|
|
261,030 |
|
|
$ |
1,830,125 |
|
Anthony Georgiadis |
|
|
— |
|
|
$ |
— |
|
|
|
269,960 |
|
|
$ |
1,877,070 |
|
Matt Faulkner |
|
|
— |
|
|
$ |
— |
|
|
|
133,548 |
|
|
$ |
930,957 |
|
Bret Kravitz |
|
|
— |
|
|
$ |
— |
|
|
|
124,103 |
|
|
$ |
867,986 |
|
Notes:
Potential Payments Upon Termination or Change in Control
The table below provides the estimated incremental compensation for our NEOs upon termination of employment in the event of a change-in-control or the individual’s death. The amounts shown for each event assume that each NEO ceased to be employed by the Company as of December 31, 2025 (the last trading day of 2025) and the price of one of our Subordinate Voting Shares was US$8.04 based on the closing price on the OTCQX Best Market.
Upon a “change-in-control” and loss of job within twelve months, other than a termination for “cause”, all unvested equity would become immediately vested pursuant to the terms of each applicable award agreement. Upon death, all unvested equity would become immediately vested.
Name and Benefits |
|
Termination in |
|
|
Termination |
|
||
Benjamin Kovler |
|
|
|
|
|
|
||
Stock Options |
|
$ |
187,164 |
|
|
$ |
187,164 |
|
RSUs |
|
$ |
4,718,435 |
|
|
$ |
4,718,435 |
|
Anthony Georgiadis |
|
|
|
|
|
|
||
Stock Options |
|
$ |
— |
|
|
$ |
— |
|
RSUs |
|
$ |
5,064,766 |
|
|
$ |
5,064,766 |
|
Matt Faulkner |
|
|
|
|
|
|
||
Stock Options |
|
$ |
— |
|
|
$ |
— |
|
RSUs |
|
$ |
2,596,952 |
|
|
$ |
2,596,952 |
|
Bret Kravitz |
|
|
|
|
|
|
||
Stock Options |
|
$ |
108,491 |
|
|
$ |
108,491 |
|
RSUs |
|
$ |
2,308,823 |
|
|
$ |
2,308,823 |
|
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the median annual total compensation of our employees to the annual total compensation of Mr. Kovler, our CEO. As of December 31, 2025, we had approximately 5,000 team members employed in roles across corporate, retail and cultivation and processing functions, in both full- and part-time capacities. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies
55
and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
For 2025,
For purposes of calculating its pay ratio, the Company used the annualized compensation of the same median employee in 2025 as it did in 2024. As is permitted under the applicable SEC rules, to identify our median employee among our employee population, we used “annualized base pay” (e.g., we have calculated the total amount that individuals would have received had they been employed for the full year) as a consistently applied compensation measure.
We calculated annualized base pay using annual base salary levels, except for hourly workers, for whom we used a reasonable estimate of hours worked during the year, determined based on payroll records, multiplied by their hourly wage to determine annualized base pay. After identifying the median employee based on annualized base pay, we calculated annual total compensation for that employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table.
56
Pay-versus-Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure describes the relationship between executive compensation and the Company’s performance with respect to select financial measures. For more information regarding the Company’s executive compensation program, please see “Compensation Discussion and Analysis” above.
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Value of Initial Fixed |
|
|
|
|
|
|
|
|||||||||||
Year |
|
Summary |
|
|
Compensation |
|
|
for non-PEO |
|
|
to non-PEO |
|
|
Total |
|
|
Peer Group |
|
|
Net Income |
|
|
Adjusted |
|
||||||||
2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
2021 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Notes:
Year |
|
Average Total |
|
|
Change in |
|
|
Change in |
|
|
Change in |
|
|
Change in |
|
|
Change in Fair |
|
|
Total Change |
|
|
Compensation |
|
||||||||
2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
2021 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Year |
|
Average Total |
|
|
Change in |
|
|
Change in |
|
|
Change in |
|
|
Change in |
|
|
Change in Fair |
|
|
Total Change |
|
|
Compensation |
|
||||||||
2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
2021 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
57
Description of Relationship between Pay and Performance
Given the emerging and federally illegal nature of our industry, our stock price is highly volatile and often not reflective of the financial or operating performance of the Company. The Company maintains a conservative approach to cash management and places a significant emphasis on equity compensation, which makes the price of our Subordinate Voting Shares the largest variable in the calculation of “compensation actually paid” (as defined by the SEC). As a result, “compensation actually paid” may not be highly correlated with Company performance as shown by the financial measures above at any particular date. However, the Company believes that potential future growth of our share price as our industry matures, and the use of Adjusted EBITDA, Normalized EBITDA, and Revenue as the financial metrics that determine the payouts under our Annual Bonus program (as described under “Compensation Discussion and Analysis – Elements of Compensation – Short-Term Incentive Awards” above) results in compensation for our NEOs that significantly reflects the Company’s overall performance.
Most Important Financial Measures Used to Determine Compensation
Below is an unranked list of the most important financial performance measures the Company used to link “compensation actually paid” to the NEOs for the year ended December 31, 2025 to Company performance.
|
|
Most Important Financial Measures |
• |
|
|
• |
|
|
• |
|
As discussed under “Compensation, Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards” above, the Compensation Committee believes that Revenue, Adjusted EBITDA, and Normalized EBITDA are the most appropriate financial measures to use in our incentive-based compensation elements for our NEOs. Although the Compensation Committee considers generally the Company’s overall financial performance, including with respect to Free Cash Flow, Cash Reserves, Gross Margin, and other metrics, no other measures are specifically or quantitatively tied to our NEOs’ compensation outcomes.
58
DIRECTOR COMPENSATION
Effective December 1, 2022, at the recommendation of the Compensation Committee, the Board adopted the following director compensation program for non-employee directors, with all elements to be paid in quarterly installments, as follows:
Under the director compensation program, quarterly compensation is paid on the first date of the third month of each calendar quarter and is prorated for individuals who join during the middle of a quarter based on the number of days served.
The following table sets forth all compensation paid to or earned by each of our non-employee directors during fiscal year 2025.
Name |
|
Fees Earned or |
|
|
Stock |
|
|
Option |
|
|
Non-Equity |
|
|
Change in |
|
|
All Other |
|
|
Total |
|
|||||||
Dawn Wilson Barnes |
|
$ |
75,000 |
|
|
$ |
174,981 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
249,981 |
|
Jeffrey Goldman(2) |
|
$ |
75,000 |
|
|
$ |
224,981 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
299,981 |
|
Ethan Nadelmann |
|
$ |
75,000 |
|
|
$ |
174,981 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
249,981 |
|
Richard Reisin(3) |
|
$ |
75,000 |
|
|
$ |
239,992 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
314,992 |
|
Hannah (Buchan) Ross |
|
$ |
75,000 |
|
|
$ |
174,981 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
249,981 |
|
Notes:
Name |
|
March 1, |
|
|
June 1, |
|
|
September 1, |
|
|
December 1, |
|
|
Total |
|
|||||
Dawn Wilson Barnes |
|
$ |
43,743 |
|
|
$ |
43,749 |
|
|
$ |
43,745 |
|
|
$ |
43,744 |
|
|
$ |
174,981 |
|
Jeffrey Goldman |
|
$ |
56,246 |
|
|
$ |
56,246 |
|
|
$ |
56,242 |
|
|
$ |
56,247 |
|
|
$ |
224,981 |
|
Ethan Nadelmann |
|
$ |
43,743 |
|
|
$ |
43,749 |
|
|
$ |
43,745 |
|
|
$ |
43,744 |
|
|
$ |
174,981 |
|
Richard Reisin |
|
$ |
59,999 |
|
|
$ |
59,998 |
|
|
$ |
59,996 |
|
|
$ |
59,999 |
|
|
$ |
239,992 |
|
Hannah (Buchan) Ross |
|
$ |
43,743 |
|
|
$ |
43,749 |
|
|
$ |
43,745 |
|
|
$ |
43,744 |
|
|
$ |
174,981 |
|
Compensation Committee Interlocks and Insider Participation
During fiscal year 2025, Jeffrey Goldman (Chair), Ethan Nadelmann, and Hannah (Buchan) Ross served as members of the Compensation Committee. Mr. Goldman had a consulting relationship with the Company for which he was last compensated in July 2022, as previously disclosed.
None of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as our director or on the Compensation Committee, during fiscal 2025. None of our executive officers served as a director of another entity, one of whose executive officers served on our Compensation Committee, during fiscal 2025.
59
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and any persons who beneficially own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. To our knowledge, based solely on a review of copies of such reports and representations received from our directors and executive officers, we believe that during the year ended December 31, 2025, our directors and executive officers and 10% shareholders complied with their Section 16(a) filing requirements on a timely basis.
60
APPROVAL
The contents and the sending of this proxy statement have been approved by the Board of Directors of the Company.
DATED as of April [•], 2026 By Order of the Board of Directors |
|
/s/ Benjamin Kovler |
Benjamin Kovler |
Chief Executive Officer, Chairman and Founder |
61
APPENDIX A
NON-GAAP FINANCIAL INFORMATION
The “Compensation Discussion and Analysis” and “2025 Pay-versus-Performance Table” sections of the preceding Proxy Statement of Green Thumb Industries Inc. include certain non-GAAP financial measures as defined by the Securities and Exchange Commission and applicable Canadian securities laws, including Adjusted EBITDA, Normalized EBIDTA and EBITDA. Adjusted EBITDA, Normalized EBITDA and EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Net Income Before Non-Controlling Interest |
|
$ |
116,053 |
|
|
$ |
73,851 |
|
|
$ |
37,419 |
|
Interest Income |
|
|
(11,377 |
) |
|
|
(9,074 |
) |
|
|
(6,697 |
) |
Interest Expense, net |
|
|
20,018 |
|
|
|
24,266 |
|
|
|
19,073 |
|
Provision for Income Taxes |
|
|
147,302 |
|
|
|
126,288 |
|
|
|
118,630 |
|
Total Other (Income) Expense, net |
|
|
(134,296 |
) |
|
|
9,094 |
|
|
|
16,207 |
|
Depreciation and Amortization |
|
|
145,449 |
|
|
|
113,210 |
|
|
|
100,790 |
|
Earnings Before Interest, Taxes, Depreciation and Amortization |
|
$ |
283,149 |
|
|
$ |
337,635 |
|
|
$ |
285,422 |
|
Goodwill Impairment Charges |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Write-off of Trade Names |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based Compensation, Non-Cash |
|
|
44,933 |
|
|
|
33,312 |
|
|
|
28,189 |
|
Acquisition, Transaction and Other Non-operating Costs (Income) |
|
|
13,507 |
|
|
|
371 |
|
|
|
12,228 |
|
Adjusted EBITDA (Non-GAAP Measure) |
|
$ |
341,589 |
|
|
$ |
371,318 |
|
|
$ |
325,839 |
|
|
|
|
|
|
|
|
|
|
|
|||
License Fee recorded in Cost of Sales |
|
|
6,801 |
|
|
|
— |
|
|
|
— |
|
Normalized EBITDA (Non-GAAP Measure) |
|
$ |
348,390 |
|
|
$ |
371,318 |
|
|
$ |
325,839 |
|
A-1
