Samuel Brill
About Samuel Brill
Samuel Brill, 51, is Chief Executive Officer of Ascend Wellness Holdings (AAWH) since August 26, 2024, and has served on the Board since May 2023 (previously Lead Independent Director) . He brings capital markets and operating experience (Seventh Avenue Investments; Weismann Capital; Amedia Networks; JDS Capital) and currently chairs Invacare Holdings Corporation’s Board and Audit Committee . Company operating performance cited by the Compensation Committee for FY2024 included higher revenue and Adjusted EBITDA versus 2023; TSR was not disclosed .
Company performance (as disclosed)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenue ($USD Millions) | $518.6 | $561.6 (+8% YoY) |
| Adjusted EBITDA ($USD Millions) | $106.5 | $116.2 (+9% YoY) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Seventh Avenue Investments (single-family office) | President & Chief Investment Officer | Aug 2017–Aug 2024 | Managed private equity for multibillion-dollar family office; led M&A, reorganizations, and financial planning |
| Weismann Capital (family office) | Chief Investment Officer & Portfolio Manager | Nov 2003–Aug 2017 (prior to joining SAI) | Led investment strategy and portfolio management |
| Amedia Networks (formerly TTR Technologies) | Chief Operating Officer & Director | Nov 2001–Nov 2003 | Operating executive at public technology company |
| JDS Capital Management (hedge fund) | Senior Financial Analyst | Feb 1998–Nov 2001 | First employee; analytical leadership at largest shareholder of TTR |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Invacare Holdings Corporation (OTC: IVCRQ) | Chairman of the Board; Audit Committee Chair | Feb 2024–present | Global medical products company |
| NewLake Capital Partners, Inc. (OTCQX: NLCP) | Investment Committee member | n/a | Cannabis REIT committee service (dates not specified) |
| Education | B.S. in Finance, Touro University | n/a | Academic credentials |
Fixed Compensation
| Component | FY 2024 Detail |
|---|---|
| CEO annual base salary rate | $550,000, effective Aug 26, 2024 |
| Salary actually paid in FY 2024 (partial year) | $169,231 |
Director compensation while independent director (pre-CEO appointment)
| Component | FY 2024 |
|---|---|
| Cash fees (Board/committee service) | $90,278 |
| Stock awards (RSUs) – director service | $72,291 |
| Policy update for FY 2025 (non-employee directors) | $200,000 annual cash retainer; no extra chair/committee fees |
Performance Compensation
Annual Incentive Plan (AIP) framework (FY 2024)
| Metric | Weighting | Payout range |
|---|---|---|
| Adjusted EBITDA | 40% | 0%–125% (threshold 25%, mid-point 50%, target 100%, max 125%) |
| Revenue | 30% | See above |
| Operating Cash Flow | 30% | See above |
FY 2024 AIP outcomes cited and CEO payout
| Item | FY 2024 Outcome |
|---|---|
| Highlights referenced by Compensation Committee (select) | Revenue $561.6M (+8% YoY), Adjusted EBITDA $116.2M (+9% YoY); positive cash from operations and free cash flow; four dispensary openings; Ohio adult-use ramp; wholesale growth across key markets; cost-saving/transformations targeting $30M annualized reductions; leadership team streamlined |
| CEO cash bonus paid | $50,000 |
Long-Term Incentive / Equity awards (CEO appointment grant)
| Award | Grant/Terms | Vesting | Performance condition |
|---|---|---|---|
| One-time CEO RSU Grant: 5,000,000 RSUs | Granted in connection with CEO appointment on Aug 26, 2024 | 1,000,000 vested Dec 31, 2024; 1,000,000 vest Dec 31, 2025 (time-based) | Remaining 3,000,000 RSUs vest upon achievement of “Stock Price Condition” per CEO Employment Agreement |
| Unvested RSUs outstanding at 12/31/2024 (time-based tranche) | 1,000,000; market value $380,000 (based on $0.38 close on 12/31/2024) | Vest on Dec 31, 2025 | n/a |
Notes:
- No CEO option awards were reported for 2024 .
- Target bonus % for CEO was not disclosed; CEO is eligible for annual bonus based on target performance goals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 866,457 Class A shares; <1% of Class A; <1% aggregate voting power |
| Vested/unvested breakdown (as of 12/31/2024) | Unvested RSUs: 1,000,000; market value $380,000 (at $0.38 close) |
| Options | None reported for 2024 |
| Warrants | 12,500 Class A warrants exercisable at $4.00, expiring Oct 15, 2025 |
| Hedging/pledging policy | Insider Trading Policy prohibits hedging transactions (e.g., short sales, puts, calls); no pledging disclosure provided |
Ownership context:
- In the prior year’s proxy (record date Mar 4, 2024), Mr. Brill’s beneficial ownership included shares and warrants held by Seventh Avenue Investments (SAI) while he served as its President/CIO; he resigned from SAI in Aug 2024, which aligns with the reduced beneficial ownership reported as of Mar 10, 2025 .
Employment Terms
| Term | CEO Employment Agreement (effective Aug 26, 2024) |
|---|---|
| Base salary | $550,000 |
| Annual bonus | Eligible based on target performance goals (target % not disclosed) |
| One-time equity grant | 5,000,000 RSUs (1,000,000 vested 12/31/2024; 1,000,000 vest 12/31/2025; 3,000,000 PBRSUs vest upon Stock Price Condition) |
| LTIP eligibility | Eligible beginning FY 2025 |
| Severance (Initial Term – first 18 months) | If terminated without Cause: cash equal to remaining base salary in Initial Term; immediate vesting of CEO Time-Vesting RSUs scheduled during Initial Term; pro-rated current-year bonus; continued medical/dental benefits through remainder of Initial Term |
| Severance (At-Will Period, post-Initial Term) | If terminated without Cause: 50% of prior full-year base salary over 6 months; vesting of any unvested CEO Time-Vesting RSUs; pro-rated current-year bonus; 6 months medical/dental benefits |
| Change-of-Control | If termination occurs within 18 months after a Change of Control during the At-Will Period: 100% of base salary lump sum; any unvested CEO Time-Vesting RSUs vest (performance RSUs not specified) |
| Board compensation | No additional Board pay while serving as CEO |
Board Governance (service history, committees, independence)
- Board service: Director since May 2023; Lead Independent Director from May 2023 to Aug 2024; appointed CEO Aug 26, 2024, and remains a director .
- Committee roles: In 2023, served as Chair of the Compensation & Corporate Governance Committee; in 2024, after becoming CEO, he and the Executive Chairman (Abner Kurtin) served on the Compensation & Corporate Governance Committee (a governance red flag under best practices) .
- Independence: AAWH deems only three of seven directors independent under NYSE rules (Swid, Gold, Francis); as CEO, Brill is not independent .
- Board leadership: AAWH separates Executive Chairman and CEO roles; Lead Independent Director is Scott Swid .
- Attendance: 100% Board and committee meeting attendance by all directors in 2024 .
Board/meeting attendance (disclosed)
| Metric | FY 2024 |
|---|---|
| Board meetings held | 7 |
| Director attendance | 100% |
Performance & Track Record
Selected 2024 operating achievements cited by the Compensation Committee:
- Revenue $561.6M (+8% YoY) and Adjusted EBITDA $116.2M (+9% YoY); second full year of positive cash from operations and free cash flow .
- Opened four dispensaries (Cincinnati, OH; Monaca, Cranberry, Whitehall, PA) and re-opened Detroit in Feb 2025; commenced adult-use sales in Ohio with >3x average sales uplift at five dispensaries .
- Sold >187,000 lbs of wholesale products; wholesale revenue grew across key markets; Simply Herb #1 brand in MA; Ozone #1 by units in IL/MA/NJ combined, #2 by sales .
- Transformation/cost actions targeting $30M annualized savings; streamlined leadership and reduced headcount .
No related-party transactions were reported for Mr. Brill under Item 404(a) .
Compensation Structure Analysis (alignment, risk flags)
- Strong equity alignment via 5M RSU CEO grant with significant performance-based component (3M RSUs vest only upon stock price condition), plus multi-year time-based tranches (Dec 31, 2024/2025) .
- 2024 AIP added operating cash flow to quantitative metrics (30%) alongside EBITDA (40%) and revenue (30%), improving cash discipline alignment versus the 2023 mix that skewed to EBITDA/revenue .
- Governance caution: Executive officers (CEO and Executive Chairman) served on the Compensation & Corporate Governance Committee during 2024, which can raise independence concerns for pay decisions .
- Near-term vesting/supply: 1,000,000 time-based RSUs vest on Dec 31, 2025 (potential event-driven liquidity consideration around that date) .
Equity Ownership & Trading Signals
- Current beneficial ownership is <1% of shares outstanding (as of Mar 10, 2025), with unvested RSUs of 1,000,000 due Dec 31, 2025; warrants of 12,500 at $4.00 expiring Oct 15, 2025 .
- Insider Trading Policy prohibits hedging (e.g., short sales, puts, calls), which supports alignment; no pledging disclosure provided .
Investment Implications
- Alignment/Retention: Large CEO RSU grant with explicit stock-price performance condition plus multi-year vesting supports retention and pay-for-performance; at-will and change-of-control severance provide downside protection but do not accelerate performance RSUs explicitly .
- Governance Discount Risk: 2024 compensation committee membership by executive officers (CEO and Executive Chairman) may draw governance scrutiny; however, the Board maintains an Executive Chairman/CEO split and a Lead Independent Director .
- Execution Momentum: 2024 achievements (revenue/EBITDA growth, Ohio adult-use ramp, brand leadership, cost savings) indicate operational traction into 2025 under Brill’s leadership team .
- Event Watch: Dec 31, 2025 vesting of 1,000,000 RSUs could create incremental trading liquidity; progress toward the Stock Price Condition for the 3,000,000 PBRSUs is a key longer-term catalyst for management incentives .