Thomas L. Harrison
About Thomas L. Harrison
Thomas L. Harrison, age 77, is AFCG’s Lead Independent Director and Class I director, serving since 2020. He is a Senior Operating Partner at Merida Capital Holdings and brings three decades of marketing and communications experience; he founded Harrison & Star (acquired by Omnicom) and served as President of Diversified Agency Services at Omnicom, later becoming Chairman Emeritus. Current board roles include MainStem, New Frontier Data, Narrative Strategies, Agenus Pharmaceuticals, ACTV8me, and Montefiore Health System, highlighting healthcare, cannabis ecosystem, and communications expertise . Earlier proxy disclosures emphasized similar credentials and noted prior roles including lead director at Fifth Street and committee leadership at Zynerba Pharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrison & Star Business Group (Omnicom) | Founder; acquired by Omnicom; Chairman Emeritus of Diversified Agency Services; President of DAS | Founded Oct 1987; acquisition 1992; appointed President Apr 1997 | Leadership of global marketing services; brand positioning expertise |
| Merida Capital Holdings | Senior Operating Partner | Since Apr 2019 | Cannabis ecosystem investing; operating leadership |
| Fifth Street Asset Management | Board; Lead Director | Not disclosed | Governance leadership at credit asset manager |
| Zynerba Pharmaceuticals | Chairman, Corporate Governance & Nominating Committee | Jan 2015–May 2019 | Governance oversight in cannabinoid therapeutics |
External Roles
| Organization | Role | Public/Private Status (as disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| MainStem | Board member | Not specified | Industry purchasing platform (cannabis) |
| New Frontier Data | Board member | Not specified | Cannabis consumer data platform |
| Narrative Strategies | Board member | Not specified | PR/PA/crisis firm |
| Agenus Pharmaceuticals | Board member | Not specified | Oncology biopharma |
| ACTV8me | Board member | Not specified | Advertising attribution tech |
| Montefiore Health System | Board director | Not specified | Health system governance |
| EighthICON Holdings | Board member | Not specified | Cannabis brand owner |
| Private Company A | Board member | Not specified | AFCG borrower; potential interlock/related-party exposure |
Board Governance
- Independence: Board deemed Harrison independent under Nasdaq rules; he serves as Lead Independent Director .
- Committee assignments: Compensation Committee Chair; Audit & Valuation Committee member. All standing committees composed solely of independent directors .
- Committee composition changes: Compensation Committee changed from Levy/Harrison/Bond (2024) to Sudnow/Levy/Harrison (2025); Bond resigned July 8, 2024 .
- Attendance and engagement: In 2024, the Board held 10 meetings; each director attended at least 80% of Board/committee meetings. Independent directors meet in regular executive sessions without management .
- Lead Independent Director engagement: Shareholder communications process provides for direct consultation with the lead independent director upon request .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees earned in cash | 75,000 | 75,000 |
| Stock awards (grant-date fair value) | 14,994 | 14,999 |
| Option awards | – | – |
| Total | 89,994 | 89,999 |
Director compensation policy rates (applies to all non-employee directors):
- Annual cash retainer $50,000; Lead Independent Director $15,000; Compensation Chair $10,000; Audit & Valuation Chair $25,000; Nominating & Corporate Governance Chair $5,000. No per-meeting fees; minimum 75% attendance requirement for compensation eligibility .
- Harrison’s 2024 fees include LID and Compensation Chair retainers .
Performance Compensation
| Equity Grant | Grant/Reference Date | Shares | Vesting Terms | Note |
|---|---|---|---|---|
| Restricted stock | 2023 cycle | 963 | Scheduled to vest Jan 3, 2024 (time-based) | Annual director grant under 2020 SIP |
| Restricted stock | 2024 cycle | 1,282 | Scheduled to vest Jan 2, 2025 (time-based) | Annual director grant under 2020 SIP |
| Restricted stock | 2025 cycle | 1,792 | Form 4 indicates vesting on one-year anniversary of Jan 2, 2025 (time-based) | Reflected as unvested RS in 2025 beneficial ownership |
- There are no disclosed performance metrics (e.g., TSR, EBITDA) tied to director equity; awards vest on time-based schedules under the 2020 Stock Incentive Plan .
- Company-wide clawback policy applies to officers for restatements; no director-specific clawback disclosed .
Other Directorships & Interlocks
| Relationship | Details | Governance Risk Note |
|---|---|---|
| Private Company A borrower | 2024 proxy states Harrison sits on the board of “one of our borrowers, Private Company A” | Potential conflict/interlock; Audit & Valuation Committee oversees related-party transactions and Management Agreement payments |
Expertise & Qualifications
- Leadership and marketing/communications expertise from founding and leading Omnicom’s Diversified Agency Services; cannabis ecosystem insight via Merida and multiple industry boards; healthcare governance via Montefiore and biopharma role at Agenus .
- Financial literacy affirmed for Audit & Valuation Committee membership (committee composed of financially literate independent directors) .
Equity Ownership
| Ownership Detail | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 23,673 | 25,465 |
| Ownership % of outstanding | <1% | <1% of 22,596,007 shares |
| Direct common shares | 17,273 | 17,273 |
| Options exercisable within 60 days | 6,400 | 6,400 |
| Unvested restricted stock | – | 1,792 |
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by insiders, supporting alignment and risk control .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Type | Shares | Note |
|---|---|---|---|---|
| Jan 25, 2024 | Jan 24, 2024 | Stock award (grant) | 1,282 | Annual director restricted stock grant; time-based vesting |
| Feb 27, 2025 | Feb 25, 2025 | Stock award (grant) | 1,792 | Restricted stock; vest on one-year anniversary of Jan 2, 2025 |
Governance Assessment
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Strengths
- Independent director with Lead Independent role and active chairmanship of Compensation Committee; member of Audit & Valuation Committee, ensuring participation in oversight of pay practices and related-party transactions .
- Strong attendance (≥80% of 2024 meetings) and regular independent director executive sessions, signaling engagement and oversight quality .
- Modest, balanced director pay mix (cash retainer plus modest annual RS grants), and prohibition on hedging/pledging, supporting alignment .
-
Concerns / RED FLAGS
- 2024 proxy disclosed Harrison as a board member of Private Company A, an AFCG borrower—an interlock that can create perceived or actual conflicts. Robust committee oversight and recusal practices are essential; no explicit recusal disclosures were provided .
- AFCG has extensive related-party arrangements with its Manager and affiliates (e.g., management fees, incentive compensation; AFC Agent LLC as administrative agent), elevating the importance of independent committee scrutiny. Harrison’s Audit & Valuation membership is positive but also requires vigilance due to any external cannabis-industry ties .
-
Shareholder Proposals/Say-on-Pay
- No say-on-pay proposal in 2024 or 2025 proxies; 2025 voting matters limited to election of one director and auditor ratification .
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Overall implication
- Harrison’s sector expertise and leadership roles bolster board effectiveness in AFCG’s niche lending domain, but interlocks with a borrower (as disclosed in 2024) warrant continued monitoring for independence, potential recusals, and robust related-party governance by the Audit & Valuation and Compensation Committees .