Josh Gold
About Josh Gold
Independent director since November 2022 (age 54), Audit Committee Chair and designated “audit committee financial expert.” Background includes senior leadership across sell-side and buy-side firms; B.A. in Government & Law from Lafayette College. Tenure marked by oversight of auditor transition and full attendance at board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inverness LLC | General Partner | 2019–present | Private investment leadership |
| Blue Flag Partners LLC | General Partner | 2019–present | Private investment leadership |
| Three Bays Capital | Co-founder; Chief Operating Officer | 2013–2019 | Built operations for Boston-based fund |
| Jefferies & Co. | Managing Director; Head of Client Relationship Management; Equity Operating Committee member | 2010–2013 | Client leadership; equity operations oversight |
| Goldman Sachs & Co. | Various roles | 2000–2003 | Institutional sales/coverage |
| Donaldson Lufkin & Jenrette | Various roles | 2000 | Investment banking/sales support |
| DeMatteo Monness LLC | Various roles | 2003–2010 | Research-sales intermediary leadership |
| Bear Stearns & Co. | Various roles | 1993–1999 | Institutional equities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urbn Leaf (San Diego, CA) | Director | Recently served (not current) | Cannabis retail; private company |
| Managed Funds Association (Washington, D.C.) | Board of Directors; Executive Committee | Prior service | Industry advocacy; governance experience |
| The Rivers School (Weston, MA) | Investment and Finance Committees | Prior service | Oversight of endowment/investments |
| Team IMPACT | Co-Chairman of the Board | Current | Non-profit leadership |
| Boston Investment Conference | Co-founder | Current | Industry convening; network |
Board Governance
- Independence: Determined independent under NYSE corporate governance rules (company applies NYSE best practices).
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert;” members include Gold (Chair), Swid, Kurtin.
- Attendance and engagement: Board met 7 times in 2024; Audit met 4; Compensation & Corporate Governance met 5; each director attended 100% of applicable board and committee meetings.
- Lead Independent Director: Scott Swid; independent director meetings conducted as needed; executive sessions facilitated by Lead Independent Director.
- Auditor oversight: Chaired change from MGO to Withum; no disagreements or reportable events disclosed.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| RSU grant value | $110,383 | Aggregate grant-date fair value under ASC 718 |
| Total | $210,383 | Sum of cash and RSU value |
| 2025 policy (prospective) | $200,000 cash retainer | No additional fees for committee chairs or Lead Independent Director |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs (2024) | Quarterly RSUs for service in arrears | No performance metrics disclosed for directors | Fully vested on specified quarterly dates |
RSU grant detail (service quarters):
- Q1: 27,778 RSUs vested April 16, 2024.
- Q2: 30,242 RSUs vested July 16, 2024.
- Q3: 39,571 RSUs vested November 12, 2024.
- Q4: 75,000 RSUs vested January 20, 2025.
Other Directorships & Interlocks
| Company | Public/Private | Overlap with AAWH Stakeholders | Potential Interlock Risk |
|---|---|---|---|
| Urbn Leaf | Private | Cannabis sector participant; no AAWH related-party linkage disclosed | Low; no transactions disclosed |
| Managed Funds Association | Non-profit | Industry advocacy; not transactional | Low |
No compensation committee interlocks identified by the company for 2024–2025.
Expertise & Qualifications
- Financial services and capital markets expertise; prior sell-side and fund operations; audit committee financial expert designation.
- Governance and committee leadership across non-profits and industry bodies.
- Education: B.A., Lafayette College (Government & Law).
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 1,521,720 shares | Includes indirect holdings via funds and warrants; <1% of Class A |
| Ownership as % of Class A outstanding | <1% | Based on 204,561,879 Class A shares outstanding as of March 10, 2025 |
| Aggregate voting power | <1% | Class B not held; aggregate voting power de minimis |
| Indirect holdings | 889,410 shares | Through TBC 222, LLC (816,103 via 11.2% interest) and Seven Deuce, LLC (73,307 via 50% interest) |
| Warrants | 188,000 shares | Exercise price $2.64; expiry May 23, 2025 |
| Hedging/Pledging | Hedging prohibited by policy | Company insider trading policy prohibits short sales, puts, calls; pledging not explicitly disclosed |
Note: Director RSUs for 2024 were fully vested quarterly; no unvested director RSUs outstanding as of vest dates disclosed.
Governance Assessment
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Strengths
- Independence and financial oversight: Independent director; Audit Chair with audit committee financial expert designation; led orderly auditor transition with no disagreements.
- Attendance: 100% board and committee attendance, indicating high engagement.
- Transparent equity grant cadence: Quarterly RSU vesting for directors with clear dates; no option grants or performance-linked director pay that could incentivize short-termism.
-
Watch Items / RED FLAGS
- Board independence not majority: Only three of seven directors deemed independent; proposed slate reduces board to six with three independent (50%), below typical best-practice majority-independent boards.
- Compensation committee composition: Includes Executive Chairman (non-independent) alongside independent members; potential influence risks on pay decisions, despite disclosure of no interlocks.
- Shift in director pay mix: 2025 policy moves to cash-only $200,000 retainer with no incremental chair fees; reduction in equity could modestly lower ownership alignment signals for non-employee directors.
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Conflicts/Related-Party Exposure
- No transactions disclosed involving Josh Gold; related-party transaction noted involves borrower partially owned by entity managed in part by Executive Chairman (not Gold).
- Indirect holdings via investment entities disclosed with voting/investment power details; no AAWH-related transactions with those entities disclosed.
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Overall Implications
- Gold’s audit leadership and attendance support board effectiveness; however, the board’s independence profile and compensation committee composition warrant monitoring for governance risk, particularly around executive pay and strategic oversight.