Abner Kurtin
About Abner Kurtin
Abner Kurtin is Executive Chairman of Ascend Wellness Holdings, Inc. (AAWH), serving on the Board since 2018 and previously as CEO (2018–Sep 2022). He is 58, holds a B.A. from Tufts University and an MBA from Harvard University, and brings hedge fund and real estate leadership experience from K Capital Partners and Ca2 Group, as well as time at The Baupost Group . Company performance highlights used for incentive determinations in 2024 included net revenue of $561.6 million (+8% YoY) and Adjusted EBITDA of $116.2 million (+9% YoY), with positive cash from operations and free cash flow; adult-use expansion in Ohio drove ~3x sales increases at five dispensaries .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| K Capital Partners | Founder; led multibillion-dollar hedge fund | 2000–2009 | Built investment platform; capital markets and value creation experience |
| Ca2 Group (MA) | Managing member; high-end real estate development | 2010–2018 | Development/operations expertise; asset execution experience |
| The Baupost Group | Early career; Managing Director | Not disclosed | Institutional investing foundation; risk/return discipline |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts General Hospital | President’s Council member | Not disclosed | Community and healthcare governance engagement |
| Hill House | Chairman | Not disclosed | Non-profit leadership and governance |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Salary ($) | 963,157 | 3,103,846 | 280,000 (Exec Chairman agreement; fixed one-year term) |
| Bonus eligibility | Not disclosed | Prorated bonus per separation agreement, at Board discretion | Not eligible for performance bonus |
| LTIP eligibility | Not disclosed | Accelerated vesting of 2024 LTIP grant (see below) | Not eligible for LTIP |
Notes:
- 2024 “Salary” reflects separation-related payments pursuant to the 2024 separation and release under the prior 2021/2022 employment agreement .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Range | Vesting/Mechanics |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed | 2024 Adj. EBITDA $116.2M (+9% YoY) | 0–125% payout factor; 25% threshold, 50% at mid-point, 100% at target, 125% maximum | Annual cash incentive plan (AIP) for VPs+ in 2024 |
| Revenue | 30% | Not disclosed | 2024 net revenue $561.6M (+8% YoY) | Same as above | Same as above |
| Operating Cash Flow | 30% | Not disclosed | Positive in 2024 | Same as above | Same as above |
Notes:
- AIP structure applied broadly; specific 2024 payouts were disclosed for certain executives (Brill $50k; Perullo $50k; Nemchenko $175k) but not for Kurtin; his 2024 separation agreement contemplated a prorated bonus at Board discretion .
- Kurtin is not eligible for performance-based bonus or LTIP under the 2025 Executive Chairman Employment Agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Class A shares | 25,664,448 (12.5% of Class A outstanding) |
| Beneficial Class B shares | 50,629 (77.9% of Class B; each has 1,000 votes) |
| Aggregate voting power | 28.3% |
| Vested options (exercisable) | 949,209 shares underlying stock options |
| RSUs vesting within 60 days (as of 3/10/2025) | 30,000 Class A shares underlying RSUs |
| AGP Partners LLC holdings reflected | Includes 16,979,882 Class A and 40,021 Class B held by AGP; Kurtin owns 61.6% of AGP, has sole voting power over 100% of AGP shares, sole investment power over 61.6%, and shared investment power over 22.1% with Perullo |
| Ownership guidelines | Not disclosed |
| Pledging/hedging | Insider trading policy prohibits hedging (e.g., short sales, puts/calls); no pledging disclosure identified |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Instrument | Status | Quantity | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| 3/15/2022 | Stock options | Exercisable | 304,878 | $4.10 | 3/15/2027 | — | — |
| 5/16/2023 | Stock options | Exercisable | 644,330 | $0.85 | 5/16/2028 | — | — |
| 4/03/2024 | RSUs | Unvested | 120,000 | N/A | N/A | 120,000 | $45,600 (based on $0.38 close 12/31/2024) |
Notes:
- 2024 accelerated vesting of 625,868 options and 1,184,467 RSUs plus 1,096,492 RSUs (2024 LTIP grant) on March 29, 2024 per separation agreement .
Employment Terms
| Provision | Terms |
|---|---|
| 2024 Executive Chairman Employment Agreement (effective 3/30/2024) | Base salary $200,000; $150,000 RSU award vesting quarterly in arrears; superseded prior 2021/2022 employment agreement |
| Separation & Release (effective 3/29/2024) | Lump sum $19,231 final comp; termination compensation $3,300,000 (2x 2023 base + 2x 2023 earned bonus) over 12 months; prorated 2024 bonus subject to Board approval; accelerated vesting of all outstanding unvested equity (625,868 options; 1,184,467 RSUs; plus 1,096,492 2024 LTIP RSUs); confidentiality and non-disparagement obligations |
| 2025 Executive Chairman Employment Agreement (effective 3/31/2025) | Base salary $280,000; not eligible for performance bonus or LTIP; at-will, fixed one-year term; no severance entitlement; no additional Board compensation |
| Non-compete / non-solicit | Not disclosed |
Board Governance
- Role: Executive Chairman; Director since 2018; not independent under NYSE rules (Board applies NYSE governance standards) .
- Board leadership: Separate CEO and Executive Chairman roles; Lead Independent Director is Scott Swid; independent director sessions may be held and are facilitated by the LID .
- Committee memberships: Audit Committee member; Compensation and Corporate Governance Committee member; 2024 committee attendance 100%; Board met 7 times in 2024 (Audit: 4; Compensation & Corporate Governance: 5) .
- Committee chairs: Audit Committee Chair—Josh Gold; Compensation & Corporate Governance Committee Chair—Scott Swid .
- Director compensation: Officers (including Kurtin) are not paid Board fees; no director equity awards for Kurtin in 2024 .
Director Compensation
| Item | 2024 |
|---|---|
| Board cash fees ($) | 0 (officers are not compensated for Board service) |
| Board stock awards ($) | 0 |
Related Party Transactions and Conflicts
- Massachusetts secured promissory note: AAWH issued up to $4.1M funding to a retail dispensary license holder partially owned by an entity managed in part by Kurtin; interest 12.5% (as amended); $0.3M interest paid in 2024; principal outstanding $4.1M at 12/31/2024; ordinary-course transactions with the borrower’s dispensary; secured by borrower assets; revised maturity 12/1/2025 .
- Related Party Transaction Policy: Transactions >$120,000 involving related parties reviewed by the Compensation & Corporate Governance Committee, approved only if in stockholders’ best interests .
Compensation History (NEO Summary)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 963,157 | 3,103,846 |
| Stock Awards ($) | 1,775,012 | 1,880,734 |
| Option Awards ($) | 291,529 | — |
| Total ($) | 3,029,698 | 4,984,580 |
Compensation Structure Analysis
- 2025 shift to fixed cash pay only (no bonus/LTIP) as Executive Chairman reduces at-risk compensation and performance linkage going forward .
- 2024 separation accelerated large equity tranches (options and RSUs), which may increase potential insider selling capacity when trading windows permit; hedging is prohibited under AAWH’s policy, pledging not disclosed .
- Equity mix for NEOs in 2024 included both options and RSUs under LTIP to balance price-appreciation incentives and retention; Kurtin’s equity was accelerated under separation terms .
Equity Ownership & Control Considerations
| Item | Detail |
|---|---|
| Ownership concentration via AGP | AGP Partners LLC owns 13.5% of Class A and 100% of Class B; Kurtin controls AGP’s voting power and a majority of economic interests, contributing to 28.3% aggregate voting power for Kurtin personally . |
| Class B sunset | Class B automatically converts to Class A on May 4, 2026 (final conversion date) . |
Employment & Retention Risk
- Current term and eligibility: 2025 Exec Chairman agreement is fixed one-year, at-will, with no severance and no bonus/LTIP eligibility—lower contractual retention hooks but significant equity/control alignment through AGP and personal holdings .
- Prior separation economics: Material 2024 separation payments and full equity acceleration under prior agreement; no further severance under current agreement .
Performance & Track Record
- Strategic achievements used by the Compensation Committee for 2024 included multi-market revenue/EBITDA growth, FCF sustainability, Ohio adult-use expansion, brand leadership, and identified annualized $30M cost savings initiatives .
- Company governance structure emphasizes separate CEO and Executive Chairman roles; Lead Independent Director provides counterbalance .
Risk Indicators & Red Flags
- Related-party lending to dispensary tied to an entity managed in part by Kurtin (sizeable, secured, with clear terms and committee policy oversight) .
- Compensation Committee participation by Executive Chairman (Kurtin) in 2024 indicates insider presence; Committee chaired by independent director with no interlocks reported .
- Insider trading policy prohibits hedging; pledging not addressed explicitly; ownership guidelines not disclosed .
Investment Implications
- Alignment: High ownership and voting influence through AGP and direct holdings align Kurtin with equity value creation; however, 2025 compensation is largely fixed, reducing direct pay-for-performance linkage versus prior structures .
- Selling pressure: 2024 acceleration of significant RSU/option tranches increases potential supply near windows; monitor Form 4s and trading windows for execution risk; hedging prohibited; pledging not disclosed .
- Governance: Dual role as Executive Chairman and Compensation Committee member, with non-independence status, warrants ongoing scrutiny; mitigated by separate CEO role and Lead Independent Director oversight .
- Related-party exposure: The Massachusetts note ties capital allocation to a borrower connected to Kurtin-managed entities; terms are disclosed, secured, and overseen by policy—monitor repayment and any additional related-party activities .
- Performance backdrop: 2024 revenue and Adjusted EBITDA growth, adult-use expansion, and FCF sustainability support operational momentum for incentive frameworks, but pay structure changes for Kurtin in 2025 shift incentives toward governance/stewardship rather than direct variable comp .