Roman Nemchenko
About Roman Nemchenko
Roman Nemchenko, age 36, has served as Chief Financial Officer of Ascend Wellness Holdings (AWH) since August 26, 2024, after serving as Executive Vice President and Chief Accounting Officer from April 2020; he holds a CPA, a BS in Finance and Accounting (SUNY New Paltz), and an MS in Forensic Accounting (University at Albany) . His background spans IPO execution, M&A, restructurings, SEC reporting, and finance leadership roles at Acreage Holdings (Controller, Nov 2017–Apr 2020), Oscar Health (Apr 2016–Nov 2017), Fortress Investment Group (May 2015–Apr 2016), and PwC (Sep 2011–May 2015) . During 2024, AWH delivered net revenue of $561.6M (+8% YoY) and Adjusted EBITDA of $116.2M (+9% YoY), with continued positive cash from operations and free cash flow, aligning management bonuses to Adjusted EBITDA, revenue, and operating cash flow metrics for that year . In 2025, management emphasized cost discipline and liquidity while reporting Q1–Q3 net revenues of $128.0M, $127.3M, and $124.7M and Adjusted EBITDA of $27.0M, $28.6M, and $31.1M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascend Wellness Holdings (AWH) | Chief Financial Officer | Aug 2024–present | Leads finance with focus on margins, cash flow, balance sheet optimization |
| Ascend Wellness Holdings (AWH) | EVP & Chief Accounting Officer | Apr 2020–Aug 2024 | Built accounting/finance ops; led 2021 IPO; supported M&A and SEC/tax compliance |
| Acreage Holdings | Controller | Nov 2017–Apr 2020 | Financial reporting and controls at multi-state cannabis operator |
| Oscar Health Insurance | Leadership role (Finance/Accounting) | Apr 2016–Nov 2017 | Finance transformation and systems implementation |
| Fortress Investment Group | Leadership role (Finance/Accounting) | May 2015–Apr 2016 | Financial analysis and operations support |
| PricewaterhouseCoopers (PwC) | Audit/Consulting | Sep 2011–May 2015 | Audit and advisory; foundational accounting expertise |
External Roles
No external public company directorships or committee roles were identified for Mr. Nemchenko in the proxy or appointment 8-K reviewed .
Fixed Compensation
| Component | Detail | Period/Effective | Source |
|---|---|---|---|
| Base Salary | $450,000 | CFO Employment Agreement dated Aug 26, 2024 | |
| Target Bonus % | Not specified; eligible for annual bonus based on target performance goals (post-2024) | Ongoing after 2024 | |
| Actual Cash Bonus | $175,000 (guaranteed for FY2024; also disclosed as paid) | FY2024 |
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Terms |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed | Not disclosed | Part of $175,000 FY2024 bonus paid to Mr. Nemchenko | Cash bonus; plan payouts range 0%–125% of target |
| Revenue | 30% | Not disclosed | Not disclosed | ||
| Operating Cash Flow | 30% | Not disclosed | Not disclosed |
Notes: FY2024 AIP payout curve: threshold 25%, target 100%, maximum 125% . Committee cited 2024 achievements including net revenue of $561.6M (+8% YoY), Adjusted EBITDA of $116.2M (+9% YoY), positive cash from operations/free cash flow, and footprint expansion, among others .
Equity Incentives (Time‑Based)
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| RSUs (time‑based) | Aug 26, 2024 | 350,000 | 25% annually over four years | One‑time CFO RSU grant under the equity plan |
Implications: The four-year, time-based RSU schedule creates predictable vesting events that can prompt sales for tax coverage, contributing to periodic insider selling pressure absent 10b5‑1 planning .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Unvested RSUs (CFO grant) | 350,000 RSUs; time‑based vesting over 4 years | |
| Hedging Policy | Hedging transactions (e.g., short sales, options) are prohibited for insiders under the Company’s insider trading policy | |
| Related Party Transactions | 8‑K states no Item 404(a) related‑party transactions for Mr. Nemchenko |
Note: The 2025 proxy presents detailed beneficial ownership for directors/NEOs and 5% holders; Mr. Nemchenko was not among FY2024 NEOs and is not listed in the summarized named table excerpts provided. The filings reviewed did not disclose pledging by Mr. Nemchenko; the proxy emphasizes insider trading restrictions and grant practices .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Agreement | At‑will CFO Employment Agreement dated Aug 26, 2024 | |
| Base Salary | $450,000 | |
| FY2024 Bonus | Guaranteed $175,000 | |
| Annual Bonus (post‑2024) | Eligible based on achievement of target performance goals | |
| Equity | One‑time grant of 350,000 RSUs, vesting 25% annually over 4 years | |
| Death/Disability or Termination for Cause | Final compensation (earned but unpaid base and vacation, pro‑rated bonus at Board discretion, unreimbursed expenses) + 6 months medical/dental benefits continuation | |
| Termination without Cause or Resignation for Good Reason | Final compensation + cash severance equal to 50% of base salary + 6 months medical/dental benefits continuation | |
| Change of Control (within 18 months) | Lump sum cash severance equal to 100% of annual base salary; any unvested CFO RSUs vest | |
| Indemnification | Standard company indemnification agreement executed |
Structure signals: Modest severance (0.5x base) for a standalone termination suggests moderate retention protection; CoC terms (1.0x base + full acceleration of CFO RSUs within 18 months) provide meaningful sale/transaction alignment without multi‑year cash guarantees .
Performance & Track Record
| Period | Net Revenue | Adjusted EBITDA | Commentary |
|---|---|---|---|
| FY2024 | $561.6M (+8% YoY) | $116.2M (+9% YoY) | Second full year of positive operating cash flow and free cash flow; retail expansion and cost reductions highlighted |
| Q1 2025 | $128.0M | $27.0M (21.1% margin) | Positive operating cash flow; strengthened liquidity position |
| Q2 2025 | $127.3M | $28.6M (22.4% margin) | Debt paydown and refinancing; 10th consecutive quarter of positive operating cash flow |
| Q3 2025 | $124.7M | $31.1M (24.9% margin) | Margin expansion and mortgage financing to support expansion; CFO commentary on disciplined cost management and capital base |
Mr. Nemchenko’s public remarks emphasize cost control, liquidity, and capital structure actions (e.g., mortgage financing at 8.5% secured by Ohio assets) as levers to support retail densification and improve operating leverage .
Compensation Structure Analysis
- Mix and risk: CFO compensation combines moderate cash (base + AIP) with a time‑based RSU grant. Absence of PSUs in disclosed awards reduces direct linkage to multi‑year performance outcomes but aligns with share price via RSUs; 2024 AIP tied to EBITDA, revenue, and cash flow supports pay‑for‑performance at the annual level .
- Vesting supply: 350,000 time‑based RSUs vesting 25% annually create scheduled sell‑to‑cover events, a manageable, recurring supply over four years .
- Change‑of‑control economics: 1.0x base salary and full vesting of CFO RSUs within 18 months post‑CoC provide transaction alignment without outsized cash payouts, limiting “golden parachute” risk .
- Governance controls: Insider hedging prohibited; equity grant timing governed by policies to avoid information asymmetry and align with open windows/earnings releases .
Investment Implications
- Alignment vs. retention: The structure skews to moderate cash with time‑based equity; limited severance (0.5x base) suggests some retention risk in a volatile sector, partially offset by multi‑year RSU vesting and CoC acceleration .
- Pay‑for‑performance: Annual cash incentives are tied to EBITDA/revenue/cash flow, the same levers management highlighted in 2024–2025, supporting near‑term execution incentives; however, lack of disclosed PSUs dilutes multi‑year performance alignment .
- Selling pressure: Four‑year RSU vesting cadence likely results in periodic tax‑related share sales; plan accordingly around vesting anniversaries as potential short‑term technical overhangs .
- Execution focus: CFO’s track record in IPOs, restructurings, and liquidity actions aligns with AWH’s priorities (margin expansion, cash generation, balance sheet optimization). Continued delivery on cost control and funding of densification should support improving EBITDA margins evident in 2025 YTD .