Francis Perullo
About Francis Perullo
Co‑founder of Ascend Wellness Holdings (AWH), President since August 26, 2024, and Director since 2018; age 48; officer since 2019 . Career highlights include founding Novus Group (Principal) and Sage Systems (President), reflecting operational and regulatory expertise relevant to multi‑state cannabis operations . 2024 operating performance metrics referenced in the proxy: net revenue $561.6 million (+8% YoY) and Adjusted EBITDA $116.2 million (+9% YoY), with positive cash from operations and free cash flow; these metrics informed incentive decisions for executives including Perullo .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ascend Wellness Holdings | President | Aug 2024 – present | Returned to President role as the company streamlined leadership; eligible for LTIP starting FY2025 . |
| Ascend Wellness Holdings | EVP, Corporate Affairs | Mar 2024 – Aug 2024 | Led corporate affairs during cost‑savings and transformation initiatives . |
| Ascend Wellness Holdings | Strategic Advisor | May 2023 – Mar 2024 | Advisory role during leadership transition; prior agreement terminated and separation executed Mar 29, 2024 . |
| Ascend Wellness Holdings | President | Feb 2022 – May 2023 | Oversaw operations; later served as Interim Co‑CEO during 2022–2023 transition . |
| Ascend Wellness Holdings | Interim Co‑CEO | Sep 2022 – May 2023 | Co‑led the company through leadership change and operational initiatives . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Novus Group | Founder and Principal | 2015 – present | Advises government and commercial clients; public policy and regulatory acumen . |
| Sage Systems | Founder and President | 2002 – 2015 | Built leading web‑based campaign management software; data/tech operations grounding . |
Fixed Compensation
| Year | Base salary ($) | Stock awards ($, ASC 718) | Option awards ($, ASC 718) | Total ($) |
|---|---|---|---|---|
| 2024 | 2,572,116 | 1,186,866 | — | 3,758,982 |
| 2023 | 750,000 | 1,061,667 | 174,917 | 1,986,584 |
Notes:
- 2024 base salary terms: President base $550,000 effective Aug 26, 2024; earlier in 2024 served as EVP Corporate Affairs at $450,000 and Strategic Advisor at $750,000; 2024 pay also reflects separation payments under prior agreement executed March 29, 2024 .
- Executives are eligible for an annual incentive plan (AIP) in addition to base salary .
Performance Compensation
- Annual Incentive Plan (AIP) design for 2024 (VPs and above): metrics and weightings — Adjusted EBITDA 40%, Revenue 30%, Operating Cash Flow 30%; payout curve 0%–125% of target (threshold 25%, midpoint 50%, target 100%, max 125%) .
- 2024 discretionary outcomes cited by the Compensation & Corporate Governance Committee included revenue and Adjusted EBITDA growth, continued positive operating cash flow and free cash flow, footprint expansion, Ohio adult‑use expansion, brand performance, and cost‑savings execution .
- 2024 AIP payout to Perullo: $50,000 .
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed | 2024 Adj. EBITDA $116.2m (+9% YoY) | Included in $50,000 bonus |
| Revenue | 30% | Not disclosed | 2024 net revenue $561.6m (+8% YoY) | Included in $50,000 bonus |
| Operating Cash Flow | 30% | Not disclosed | Positive CFO; positive FCF (narrative) | Included in $50,000 bonus |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 10, 2025): 9,883,114 Class A shares (4.8%), 14,372 Class B shares (22.1% of Class B), representing 9.0% of aggregate voting power . Footnote: includes 569,525 Class A shares issuable under vested stock options; also includes interests held via AGP Partners, LLC (22.1% owned by Perullo) where he shares investment power over 22.1% of AGP’s shares with Abner Kurtin and has no voting power over AGP’s shares .
- Hedging prohibited by insider trading policy; no hedging transactions allowed (policy filed with 10‑K) .
- Director compensation: employee directors (including Perullo) receive no director fees .
| Ownership detail | Class A (shares) | Class A (%) | Class B (shares) | Class B (%) | Aggregate voting power |
|---|---|---|---|---|---|
| Francis Perullo | 9,883,114 | 4.8% | 14,372 | 22.1% | 9.0% |
Outstanding and accelerated equity (executive awards):
- Options outstanding (12/31/2024): 182,927 options @ $4.10 expiring 3/15/2027; 386,598 options @ $0.85 expiring 5/16/2028; RSU balance not shown (blank), consistent with March 29, 2024 acceleration .
- Acceleration on Mar 29, 2024 (under prior agreement): accelerated vesting of 381,412 options and 898,181 RSUs plus 657,895 RSUs representing his 2024 LTIP grant .
| Grant date | Instrument | Status at 12/31/2024 | # | Exercise price | Expiration |
|---|---|---|---|---|---|
| 3/15/2022 | Stock options | Exercisable | 182,927 | $4.10 | 3/15/2027 |
| 5/16/2023 | Stock options | Exercisable | 386,598 | $0.85 | 5/16/2028 |
| Various (see note) | RSUs | Accelerated 3/29/2024 | 898,181 | — | — |
| 2024 LTIP | RSUs | Accelerated 3/29/2024 | 657,895 | — | — |
Implication for selling pressure: Following the March 2024 acceleration, Perullo had no unvested RSUs disclosed at year‑end and all listed options are already exercisable, reducing near‑term scheduled vesting overhang; actual sales would still be subject to trading windows and insider policy .
Employment Terms
- President Employment Agreement (effective Aug 26, 2024): base salary $550,000; eligible for annual bonus based on target goals; LTIP eligibility starting FY2025; at‑will, no specific term; no additional Board compensation .
- Separation from prior 3/26/2024 agreement: paid $14,423 final compensation; termination compensation $2,475,000 (2x 2023 base + 2x 2023 earned bonus) in installments over 12 months; pro‑rated 2024 bonus subject to Board approval; accelerated vesting of noted options and RSUs on Mar 29, 2024; confidentiality and non‑disparagement continue .
- Termination/severance:
- Within two years (without Cause or resignation for Good Reason): final compensation plus one year of company medical/dental benefits continuation .
- After two years (without Cause or resignation for Good Reason): final compensation plus an amount equal to his base salary and benefits continuation for one year .
- Within 18 months after a Change of Control Event and terminated: lump‑sum cash equal to 100% of base salary and six months of benefits continuation (double‑trigger) .
Board Governance
- Board service: Director since 2018; not independent (only 3 of 7 directors were independent in 2024: Swid, Gold, Julie Francis) .
- Committee roles: Not a member of the Audit Committee or the Compensation & Corporate Governance Committee; 2024 Board attendance 100% for Board and for committees served by each director .
- Committee chairs/leadership: Josh Gold chairs Audit; Scott Swid chairs Compensation & Corporate Governance and serves as Lead Independent Director; Board leadership separated (Executive Chairman + CEO structure) .
- Compensation committee composition note: In 2024, the Compensation & Corporate Governance Committee included Executive Chairman Abner Kurtin and CEO Samuel Brill, indicating insider participation; the proxy reports no interlocks with other companies .
- Non‑employee director policy (context): for 2025, non‑employee directors receive $200,000 cash retainer; no incremental fees for committee roles or Lead Independent role (Perullo receives no director fees as an employee) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp skewed to cash due to separation payments under the prior agreement; equity awards (ASC 718 fair value) of $1.19m reflected, but RSUs largely accelerated in March 2024 per separation terms .
- Incentive metrics: AIP anchored to profitability and cash generation (Adj. EBITDA, revenue, operating cash flow), which is supportive of cash discipline; 2024 payout to Perullo was $50,000 .
- Governance red flag: insider participation on the compensation committee during 2024 could weaken perceived independence in pay decisions .
- Repricing/modification: proxy does not disclose any option repricing; equity grant timing policy designed to avoid MNPI windows; options granted at closing price on grant date .
Related Party and Other Governance Items
- Related party transaction (context): secured promissory note to a Massachusetts license holder partially owned by an entity managed in part by Executive Chairman Abner Kurtin; as of 12/31/2024, $4.1m principal and $0.3m interest receivable were outstanding; reviewed under the company’s Related Party Transactions Policy .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, AWH is exempt from holding a nonbinding say‑on‑pay vote; recent shareholder votes (2024 AGM) covered only director elections and auditor ratification .
Expertise & Qualifications
- Entrepreneurial operator with regulatory/campaign software pedigree (Sage Systems) and public policy consulting (Novus Group), aligned with cannabis regulatory complexity; extensive company‑specific operating tenure across strategy, corporate affairs, and executive leadership roles .
Investment Implications
- Alignment: Meaningful beneficial ownership (4.8% of Class A; 9.0% aggregate voting power) and shared investment power in AGP holdings tie Perullo’s incentives to equity value creation; insider hedging is prohibited, reinforcing alignment .
- Near‑term selling pressure: March 2024 acceleration eliminated disclosed unvested RSUs at year‑end and options shown are already exercisable, reducing mechanical vesting overhang; trading remains subject to policy windows .
- Pay‑for‑performance: AIP metrics emphasize Adj. EBITDA, revenue, and operating cash flow; 2024 outcomes (revenue +8%, Adj. EBITDA +9%, positive CFO/FCF) supported modest cash bonuses, suggesting discipline in variable pay during transition .
- Governance risk watch‑items: insider participation on the compensation committee in 2024 and concentrated voting power through dual‑class structure and AGP warrant ongoing monitoring by investors focused on governance independence and related‑party oversight .