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Scott Swid

Lead Independent Director at Ascend Wellness Holdings
Board

About Scott Swid

Scott Swid (age 57) has served on the Ascend Wellness Holdings (AAWH) board since 2018 and is currently Lead Independent Director and Chair of the Compensation and Corporate Governance Committee. He is a finance professional who founded SLS Management in 1999 after roles at Kingdon Capital and Perry Capital, and he also serves as Managing Owner of Monaco Sports Group; he holds an MBA from Harvard Business School and a BA from Stanford University . He is designated independent under NYSE rules (which AAWH follows as best practice) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Kingdon Capital Management CompanySenior Portfolio ManagerPrior to 1999 Investment leadership
Perry CapitalAnalystPrior to 1999 Research/analysis
AAWHDirector; Lead Independent Director; Chair, Compensation & Corporate Governance CommitteeDirector since 2018; current roles per 2025 proxy Leads independent director sessions and liaison functions

External Roles

OrganizationRoleTenureNotes
SLS ManagementGeneral Partner & Managing MemberSince founding in 1999 Founder/operator of investment firm
Monaco Sports Group (formerly Venturi Grand Prix)General Partner & Managing OwnerNot disclosed Sports team ownership/management
Stanford Freeman Spogli InstituteAdvisory Council MemberNot disclosed Academic policy institute role
Henry Street SettlementBoard of Directors MemberNot disclosed Non-profit board
Council on Foreign RelationsMemberNot disclosed Policy organization membership

Board Governance

  • Independence and leadership

    • Independent under NYSE rules; one of three independent directors (with Josh Gold, Julie Francis) .
    • Lead Independent Director with responsibilities including presiding over independent director meetings and acting as liaison to Executive Chair/CEO; presides when Executive Chair is conflicted .
  • Committee assignments and expertise

    • Compensation & Corporate Governance Committee: Chair (members: Swid, Abner Kurtin, Julie Francis) .
    • Audit Committee: Member; financially literate; not designated as the audit committee financial expert (chair Josh Gold is the financial expert) .
  • Attendance and engagement (2024)

    • Board meetings held: 7; Audit: 4; Compensation & Corporate Governance: 5 .
    • Attendance: 100% at Board and assigned committees for all directors, including Mr. Swid .

Fixed Compensation

Component2024 Amount ($)Notes
Cash retainer (director fees)100,000 Paid quarterly in arrears
Policy change (2025) – Cash annual retainer200,000 No additional pay for committee chair or Lead Independent Director roles

Performance Compensation

Grant/PeriodInstrumentShares/UnitsVesting2024 Stock Awards Fair Value ($)
Q1 2024 serviceRSUs27,778 Fully vested 4/16/2024
Q2 2024 serviceRSUs30,242 Fully vested 7/16/2024
Q3 2024 serviceRSUs39,571 Fully vested 11/12/2024
Q4 2024 serviceRSUs75,000 Fully vested 1/20/2025
2024 total stock awards (fair value)110,383

Notes:

  • Director awards are time-vested and tied to quarterly service; no performance-vesting conditions are disclosed for directors .

Other Directorships & Interlocks

CategoryDetail
Current public company boardsNone disclosed for Mr. Swid .
Compensation committee interlocksCompany disclosed no compensation committee “interlocks” in 2024/2025 (i.e., no cross-board executive/director overlap at other companies) .
Insider participationIn FY2024, AAWH’s Compensation & Corporate Governance Committee included Executive Chairman Abner Kurtin and CEO Samuel Brill alongside Mr. Swid; current committee is Swid (Chair), Kurtin, Francis .

Expertise & Qualifications

  • Financial markets/investing background (founder of SLS Management; prior roles at Kingdon Capital and Perry Capital) .
  • Governance leadership (Lead Independent Director; chairs Comp & Corporate Governance Committee) .
  • Education: MBA Harvard Business School; BA Stanford University .

Equity Ownership

HolderClass A Shares Beneficially Owned% of Class AClass B SharesVoting Power %
Scott Swid4,767,285 2.3% 0 1.8%
Shares outstanding (context)204,561,879 Class A; 65,000 Class B as of 3/10/2025

Additional alignment/controls:

  • Insider trading policy prohibits hedging transactions (short sales, puts and calls) for directors and specified employees .
  • No disclosure of share pledging by Mr. Swid; no related-party transactions identified involving Mr. Swid in 2024 (related-party items disclosed pertain to other parties) .

Governance Assessment

  • Strengths

    • Clear independent leadership via Lead Independent Director role with defined responsibilities; strong attendance (100%) signals active engagement .
    • Mr. Swid chairs the Comp & Corporate Governance Committee and serves on Audit; he is financially literate; Audit chaired by a designated financial expert (Josh Gold) .
    • Material personal ownership (2.3% of Class A; 1.8% voting power) supports alignment with shareholders .
  • Watch items and RED FLAGS

    • RED FLAG: Compensation & Corporate Governance Committee independence. In FY2024, the committee included two executives (Executive Chairman and CEO), undermining perceived independence vs. best practice of fully independent membership; current membership still includes Executive Chairman Abner Kurtin alongside Mr. Swid and Julie Francis .
    • Compensation mix shift. Director pay moved from a cash+equity mix in 2024 ($100k cash; ~$110k stock for Swid) to an all-cash $200k retainer in 2025 with no incremental fees for chairs or Lead Independent Director. This reduces equity-linked alignment and increases guaranteed pay; investors may prefer an equity or deferred stock component to maintain alignment .
    • Concentrated voting control elsewhere at the company (Class B) is a broader governance consideration at AAWH, though Mr. Swid holds no Class B shares; Class B carries 1,000 votes per share and converts by May 4, 2026 .
  • Conflicts/Related parties

    • No related-party transactions disclosed involving Mr. Swid; the company’s 2024 related-party lending and ordinary-course transactions involved entities connected to the Executive Chairman, not Mr. Swid .

Board Governance (Detail Table)

TopicDetail
IndependenceIndependent under NYSE best-practice criteria
Lead Independent DirectorYes; presides over independent sessions; liaison to Chair/CEO; chairs discussions if Executive Chair is conflicted
CommitteesCompensation & Corporate Governance (Chair) ; Audit (Member; financially literate; not the designated financial expert)
Meetings (2024)Board: 7; Audit: 4; Comp & CG: 5
Attendance (2024)100% for Board and committees for all directors

Director Compensation (2024 Detail)

ComponentAmount
Fees Earned or Paid in Cash$100,000
Stock Awards (fair value)$110,383
Total$210,383
RSU Grants and Vesting (counts)Q1: 27,778 (vested 4/16/24); Q2: 30,242 (vested 7/16/24); Q3: 39,571 (vested 11/12/24); Q4: 75,000 (vested 1/20/25)

Compensation Structure Analysis

  • 2024 featured a balanced mix of cash and fully vested, quarterly RSUs (time-based), providing at least some equity linkage for non-employee directors .
  • In 2025, AAWH adopted an all-cash $200,000 retainer with no incremental fees for chairs or lead roles; no equity component is indicated, signaling a shift toward guaranteed compensation and away from at-risk/equity-based alignment for directors .

Other Disclosures Relevant to Governance

  • No cease-trade orders, bankruptcies, penalties or sanctions related to any director nominee in the past 10 years, per company disclosure (applies to all nominees) .
  • Insider trading policy bans hedging transactions for directors and relevant employees .

Summary Implications for Investor Confidence

  • Positive: Independent leadership, strong meeting attendance and engagement, and material personal share ownership support alignment and oversight quality .
  • Caution: Compensation & Corporate Governance Committee independence was compromised during 2024 by executive participation, and the 2025 all-cash director pay structure reduces equity linkage; both may draw governance scrutiny from investors focused on independence and alignment .