Benjamin Kovler
About Benjamin Kovler
Benjamin Kovler (age 46) is Chairman and Interim Chief Executive Officer of Agrify Corporation (AGFY) and has served on the Board since November 5, 2024; he is founder, Chairman (since 2014) and CEO (2014–2017, and since August 2018) of Green Thumb Industries Inc. . He holds a BA in philosophy, politics and economics from Pomona College and an MBA in accounting and finance from The University of Chicago . AGFY’s proxy does not disclose company TSR, revenue growth or EBITDA growth targets or outcomes tied to Kovler’s compensation; there is no performance-based payout metric disclosed for his 2024 compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agrify Corporation | Chairman; Interim CEO | Director since Nov 2024; Interim CEO since Nov 5, 2024 | Led governance reset and compensation redesign focused on equity; instituted related-party financing and shared services support to stabilize operations . |
| Green Thumb Industries Inc. | Founder; Chairman; CEO | Founder 2014; Chairman since 2014; CEO 2014–2017; CEO since Aug 2018 | Built a scaled cannabis operator; brings industry expertise and transaction capability to AGFY through strategic and financing ties . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Springbig, Inc. | Director | Jan 2018–Dec 2022 | Cannabis marketing platform governance; exposure to cannabis tech ecosystem . |
| The Cann + Botl Company | Director | Dec 2020–Dec 2022 | Oversight of cannabis‑infused beverage company; consumer product insights . |
| Invest For Kids (non‑profit) | Co‑founder | Founded 2009 | Raised ~$23M for youth orgs; extensive network in Chicago investment community . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1 | Not disclosed | — | 1,115,000 | — | — | 1,115,001 |
| 2023 | — | — | — | — | — | — | — |
Notes:
- Kovler’s 2024 salary was set at $1; he received equity compensation as part of his fees for service as Chairman of the Board .
- No cash bonus, options, or other compensation disclosed for 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Time‑based RSUs (contingent) | N/A | N/A | N/A | 50,000 RSUs | Cliff vest 11/19/2025, subject to shareholder approval of 2022 Plan amendment | 2024 RSU grant to Kovler contingent on increasing plan share reserve by 250,000; directors’ contingency explained in “New Plan Benefits” . |
- No performance metrics (revenue/EBITDA/TSR) tied to 2024 payouts are disclosed; the company adopted a Nasdaq‑compliant clawback policy applicable to incentive compensation and determined no recoupment was required related to the Q1 2024 restatement because no outstanding incentive‑based comp was tied to restated measures .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Shares owned directly | 15,000 | Per beneficial ownership footnote; held by Kovler . |
| Indirect ownership (daughters) | 840 | Held by Kovler’s daughters . |
| Total beneficial ownership | 15,840; <1% of outstanding | Company says less than 1% ownership for Kovler; 1,952,014 shares outstanding as of Apr 22, 2025 . |
| Unvested RSUs | 50,000 | Granted 11/19/2024; vest 11/19/2025 contingent on plan amendment . |
| Options (exercisable/unexercisable) | None disclosed | No options listed for Kovler in outstanding awards table . |
| Shares pledged/hedged | Prohibited | Insider trading policy prohibits hedging, short sales, and margining/derivative transactions . |
| Ownership guidelines | Not disclosed | No executive or director ownership guideline disclosure noted in proxy . |
| Large related holder | Green Thumb: 7,021,863 shares/warrants; 49.99% cap | Includes 666,661 common + 6,169,702 warrant shares subject to 49.99% beneficial cap and 185,500 under 4.99% cap; GTI is controlled through affiliates; Kovler is GTI’s Chairman/CEO . |
| Recent insider purchase | 10,000 shares at $38.76 | Kovler purchased in 11/21/2024 private placement on same terms as other investors except pricing per Nasdaq rules . |
Employment Terms
| Term | Detail |
|---|---|
| Role start date | Interim CEO effective November 5, 2024; Board service since November 2024 . |
| Base salary | $1 as Interim CEO . |
| Bonus terms | Not disclosed . |
| Severance/change‑of‑control | As of 12/31/2024, none of the Named Executive Officers had agreements providing payments in connection with termination or change‑of‑control; plan has no automatic single‑trigger vesting on change‑of‑control . |
| Equity plan vesting/minimums | Minimum one‑year vesting generally; directors and limited exceptions allowed; no repricing/cash buyouts; no dividends on unvested RSUs; clawback applies . |
| Clawback policy | Adopted per Nasdaq standards; restated Q1 2024 10‑Q; Board determined no recoupment required due to lack of incentive awards tied to restated measures . |
| Non‑compete/non‑solicit | Not disclosed for Kovler; general policies and related party review processes described in proxy . |
Board Governance
- Role and independence: Kovler serves as Chairman and Interim CEO; Board maintains a majority of independent directors (Holtzman, Mahoney, Shapiro, Tolia, Varier) and committees are entirely independent . The Board has a flexible policy allowing combined CEO/Chair roles and currently views combination as advantageous for strategy and information flow, asserting it does not undermine independence given committee structure .
- Committee memberships: Current committee members exclude executive directors; Nominating & Corporate Governance (Holtzman—Chair; Mahoney; Shapiro; Varier), Compensation (Mahoney—Chair; Holtzman), Audit (Varier—Chair; Holtzman; Tolia; Mahoney) .
- Attendance: In 2024, Board held 20 meetings; committee meetings disclosed; directors’ attendance generally ≥75% except noted resigning directors; Kovler joined late 2024 (no specific attendance disclosed) .
- Director compensation: Non‑employee directors receive $24,000 annual cash retainer plus committee retainers ($5,000 chair; $1,000 member); equity via RSUs is utilized; no meeting fees; no pensions . 2024 director equity and cash amounts detailed for non‑employee directors (Kovler’s equity compensation as Chair is reflected separately in NEO table) .
Related Party Transactions and Interlocks
- GTI‑affiliated financing: RSLGH, LLC (GTI subsidiary) provided a secured convertible note maturing Nov 5, 2025; up to $20M facility with $10M advanced initially; 10% interest; conversion price $3.158 per share subject to stockholder approvals; ranks senior to all AGFY indebtedness .
- Shared Services Agreement: Vision Management Services, LLC (GTI subsidiary) provides corporate/operational support to AGFY; 2024 fees incurred $225,655; AGFY’s CFO joined March 24, 2025 and provides services via shared services agreement (while part of GTI’s financial team) .
- Insider purchase: Kovler bought 10,000 shares at $38.76 in 11/21/2024 private placement; same terms as others except price, pursuant to Nasdaq rules .
- Large holder structure: Green Thumb beneficial holdings via layered affiliates with 49.99% beneficial ownership limitation on warrants .
- Auditor transitions/governance: Marcum dismissed (June 20, 2024) with going concern explanatory paragraph; engagement moved to Matsuura (June 25, 2024) then merged into GuzmanGray (July 19, 2024); audit fees and pre‑approval processes disclosed .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Kovler is entirely equity‑based (RSUs) with de minimis cash salary ($1); this emphasizes alignment with equity value while deferring liquidity until vest date; no performance metrics disclosed for payout .
- Plan governance: Strong plan controls (no repricing, minimum vesting, clawback, no single‑trigger change‑of‑control) mitigate risk of opportunistic modifications; director RSU grants contingent on shareholder approval bolster pay‑for‑performance optics via shareholder gating .
- Potential supply events: 50,000 RSUs vest on 11/19/2025 contingent on plan amendment approval; Board sought +250,000 shares to avoid impairing new grants and settle outstanding contingent RSUs (77,500 total including Kovler’s award), indicating a discrete vesting/supply overhang tied to governance approvals .
Risk Indicators & Red Flags
- Financial reporting restatement (Q1 2024): Errors corrected in August 2024; clawback policy reviewed with no recoupment due to lack of incentive awards tied to restated measures .
- Auditor churn and going concern emphasis: Multiple auditor changes in 2024; prior audit reported going concern explanatory paragraph (Marcum) .
- Related‑party dependency: Material financing and services from GTI affiliates where Kovler is Chairman/CEO; potential conflicts managed through Board and Audit Committee oversight and related party review processes .
- Hedging/pledging: Company prohibits hedging, short sales, and margining/derivative transactions; reduces misalignment risk from pledging or hedging .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprises independent directors (Mahoney—Chair; Holtzman) .
- Consultant usage: Committee has retained a compensation consultant; CEO provides recommendations for other executives; decisions approved by Committee and director pay ratified by Board .
- Meetings/oversight: Two meetings and three written consents in 2024; interlocks/insider participation disclosures provided; no committee members were company officers .
Equity Compensation Plans and Vesting Mechanics
| Item | 2024 Status |
|---|---|
| Authorized shares (pre‑amendment) | 184,000 under 2022 Omnibus Plan; 11,798 remaining as of April 22, 2025 . |
| Proposed amendment | Increase available shares by 250,000; Board approved subject to stockholder approval; max plan shares become 434,000 plus recycling from 2020 plan . |
| Outstanding awards | 91,495 unvested RSUs; 90 options outstanding (weighted average exercise price $24,177; avg term 5.67 years) as of April 22, 2025 . |
| Contingent grants | 77,500 RSUs contingent on shareholder approval; 50,000 to Kovler; directors’ RSUs vest earlier of one year from grant or next annual meeting . |
Board Service History and Dual-Role Implications
- Service timeline: Kovler joined AGFY’s Board November 5, 2024; serves as Chairman and Interim CEO .
- Independence considerations: Board asserts combined CEO/Chair structure improves strategic execution and information flow; independence preserved via majority‑independent Board and fully independent committees; nonetheless, dual roles and GTI relationships elevate perceived control and conflict risks requiring robust committee oversight .
- Lead independent oversight: Not specifically disclosed; committee leadership by independent directors provides counterbalance .
Investment Implications
- Alignment and retention: $1 cash salary with substantial time‑based RSU grant emphasizes equity alignment; vesting contingent on shareholder approval creates a “governance gate,” potentially reinforcing disciplined equity issuance. The 11/19/2025 vest date is a key trading calendar marker for potential incremental float from RSU settlements .
- Governance and conflict risk: The deep related‑party ties to GTI—through financing (RSLGH note), shared services, and GTI’s 49.99% capped beneficial position—enhance strategic/financial flexibility but elevate conflict‑of‑interest risk; the Board’s independent committees and clawback/anti‑hedging policies help mitigate, but investors should track approvals, conversions, and services fees closely .
- Capital structure/dilution watchouts: The proposed 250,000‑share plan increase, potential future GTI conversions at $3.158, and contingent grants suggest ongoing share issuance needs; dilution and control dynamics warrant monitoring, particularly around annual meeting outcomes and debt‑to‑equity conversion events .
- Execution risk: 2024 restatement, auditor turnover, and prior going‑concern commentary signal internal control and liquidity challenges; while shared services and insider capital support stabilize operations, sustained improvements will be required to reduce risk premia .