Armon Vakili
About Armon Vakili
Armon Vakili (age 33) has served on Agrify’s Board since November 5, 2024; he is Vice President of Mergers, Acquisitions, and Partnerships at Green Thumb Industries (GTI) and previously worked on M&A/advisory teams at Stericycle and KPMG; he holds a B.A. from Indiana University . He is not classified as an independent director under Nasdaq rules (the Board lists Holtzman, Mahoney, Shapiro, Tolia, and Varier as independent; Kovler and Vakili are not included), and he is not currently assigned to any standing Board committee at Agrify .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Thumb Industries (GTI) | VP, Mergers, Acquisitions & Partnerships | 2017–present | Leads external investments and strategic development |
| Stericycle, Inc. | M&A/Advisory Team | Prior to 2017 (not specified) | Transaction advisory |
| KPMG US LLP | M&A/Advisory Team | Prior to 2017 (not specified) | Transaction advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RYTHM, Inc. | Director | At least since Oct 8, 2025 (S-3 signatory) | GTI-related issuer; GTI owns ~35% and beneficially 49.99% via notes/warrants; Vakili is a GTI employee and RYTHM director |
| Green Thumb Industries (GTI) | VP, Strategic Initiatives & Partnerships | 2017–present | GTI is Agrify’s largest holder (49.99% beneficial), creditor, and service provider |
Board Governance
- Independence: The Board determined five directors are independent; Vakili is not listed among independent directors .
- Committees: Vakili is not a member of Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: In 2024, Agrify’s Board held 20 meetings; except for two former directors (Chan 23%, Drexler 71%), no director attended fewer than 75% of Board/committee meetings—Vakili met the 75% threshold during his late-2024 tenure .
- Risk oversight: Audit oversees financial reporting and related party transaction approvals; Compensation oversees pay and incentives; Nominating oversees independence and composition .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (policy) | $24,000 cash (paid quarterly) | Non-employee directors; plus committee retainers |
| Committee retainers (policy) | Audit Chair $5,000; Audit member $1,000; Compensation Chair $5,000; Compensation member $1,000; Nominating Chair $5,000; Nominating member $1,000 (each paid quarterly) | In addition to Board retainer |
| Vakili 2024 cash fees | $4,000 | Prorated for service starting Nov 5, 2024 |
Performance Compensation
| Award Type | Grant Value | Shares/Units | Vesting/Terms |
|---|---|---|---|
| RSUs (non-employee director, 2024) | $111,500 | 5,000 RSUs outstanding as of 12/31/2024 | Director RSUs eligible upon initial election; time-based vesting; directors do not receive non-equity incentives |
| Contingent RSUs (boardwide grants) | Directors (group) $616,775; 27,500 units (contingent) | Granted Nov 19, 2024 and Jan 31, 2025; contingent on 2022 Plan amendment approval | Vest on the earlier of one-year anniversary or next annual meeting, subject to shareholder approval |
| Equity plan constraints | 2022 Omnibus Plan; plan increase of 250,000 shares proposed due to limited capacity and outstanding unvested RSUs | Minimum one-year vesting generally; no single-trigger CIC; clawback applies to awards |
No options were outstanding for Vakili as of 12/31/2024 (Mahoney 31; Varier 44; none for Holtzman, Vakili, Drexler) . Directors do not receive non-equity incentive pay or pensions .
Other Directorships & Interlocks
| Company | Relationship | Specific Transaction(s) | Governance Risk Note |
|---|---|---|---|
| GTI → Agrify | GTI beneficial ownership 49.99% (7,021,863 shares incl. warrants), largest holder | Convertible senior note (RSLGH LLC) up to $20M at 10% interest; conversion price $3.158; matures Nov 5, 2025; subject to shareholder approval for conversion | Vakili is a GTI executive and Agrify director; related-party creditor and control influence risk |
| GTI (VMS) → Agrify | Shared Services Agreement; fees incurred $225,655 in 2024 | Corporate/operational support | Ongoing operational dependence on related party |
| GTI → RYTHM (Agrify’s renamed entity) | GTI noncontrolling interest, notes, warrants; 34–35% ownership; pre-funded warrants on maturity/conversions; multiple additional notes in 2025 | IP sales/licensing (incredibles brand and others); losses recorded; further notes modifications | Extensive interlocks: GTI executive leadership in RYTHM; Vakili on RYTHM Board |
Expertise & Qualifications
- Transactional/M&A leadership at GTI with cannabis/hemp industry exposure; prior advisory roles at Stericycle and KPMG .
- No indication he is the Audit Committee financial expert (Varier designated) .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Armon Vakili | 5,000 RSUs (may vest within 60 days of April 14, 2025) | <1% (starred as less than 1%) | No options outstanding; unvested RSUs noted |
| Shares outstanding (record date) | 1,952,014 (as of April 22, 2025) | n/a | Used for beneficial ownership calculations |
Insider Trading Policy prohibits hedging, short sales, and margining transactions; equity awards subject to clawback under Company policy and plan rules .
Governance Assessment
- Independence and conflict exposure (RED FLAG): Vakili is a GTI executive while GTI is Agrify’s largest shareholder, creditor (convertible notes), and service provider; he also serves on RYTHM’s Board where GTI has significant influence. This creates multi-layered related-party exposure and potential conflicts, though Agrify’s Audit Committee reviews related-party transactions and the Board maintains policies for conflict disclosure and approvals .
- Committee effectiveness: Vakili holds no committee assignments at Agrify, limiting direct role in audit or compensation oversight; committee membership is currently all independent directors .
- Attendance and engagement: He met the 75%+ attendance threshold in 2024; board activity was high (20 meetings), signaling enhanced oversight during a period of restatement and restructuring .
- Pay-for-alignment: Director compensation is modest and primarily time-based RSUs; no performance conditions are tied to director pay, but clawback provisions apply to awards and the plan enforces minimum vesting and no single-trigger CIC acceleration .
- Structural considerations: Combined Chair/CEO role (Kovler) is justified by Board policy; however, with two non-independent directors (Kovler, Vakili) amid GTI’s extensive influence, investors should monitor board independence and oversight of related-party deals closely .