Krishnan Varier
About Krishnan Varier
Independent director since June 2020 (age 45) with >20 years across investment banking, venture capital, and strategic advisory; currently Audit Committee Chair and designated “Audit Committee Financial Expert.” Education: B.A. in Economics (University of Texas at Austin) and MBA in Finance & Investment Management (UNC Kenan‑Flagler). Tenure on AGFY’s board: June 2020–present; independent under Nasdaq rules. Core credentials: capital markets leadership, cannabis industry expertise focused on ancillary businesses, and committee leadership in audit oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadian Capital Management | Managing Partner, CIO, Portfolio Manager | 2018–present | Led investments in >40 companies; portfolio management and capital raising |
| Varier Venture Consulting LLC | Founder | 2016–2018 | Advised early‑stage startups on growth and capital raising strategies |
| Cowen & Company | Investment Banker (Biotech coverage) | 2014–2016 | Advised clients; contributed to >$6B in completed capital markets/M&A transactions |
| Health Care REIT (Welltower) | Senior Investment Analyst | 2013–2014 | Real estate capital analysis for healthcare sector |
| BofA Merrill Lynch (Global CIB) | Investment Banker (Healthcare coverage) | 2011–2013 | Corporate client coverage; part of >$6B closed transactions |
| Morgan Keegan | Investment Banking | 2010 | Supported multi‑sector transactions |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Arcadian Capital Management | Managing Partner, CIO | 2018 | Early‑stage investor focused on ancillary cannabis/hemp; >40 portfolio companies |
Board Governance
- Independence: The Board determined Krishnan Varier is independent under Nasdaq listing standards.
- Committee assignments: Audit Committee (Chair), Nominating & Corporate Governance Committee member. In 2025, Audit Committee members: Varier (Chair), Holtzman, Tolia, Mahoney.
- Financial expert designation: Board determined Varier qualifies as an “Audit Committee Financial Expert” under SEC rules.
- Attendance: In 2024, Board held 20 meetings; Audit Committee held 5. No director on Varier’s committees attended <75% of meetings; exceptions disclosed were others (Chan 23% of Board; Drexler 71%).
- Audit remit includes pre‑approval of audit/non‑audit services, financial reporting oversight, internal controls, and review/approval of related‑party transactions.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (USD) | $22,500 | $57,167 |
| Annual cash retainer policy (non‑employee directors) | $24,000/year (monthly) | $24,000/year (quarterly installments in 2025 proxy) |
| Audit Committee Chair fee (policy) | $5,000/year | $5,000/year |
| Audit Committee member fee (policy) | $1,000/year | $1,000/year |
| Nominating & Corporate Governance Chair/member fees (policy) | Chair $5,000; member $1,000 | Chair $5,000; member $1,000 |
| Compensation Committee Chair/member fees (policy) | Chair $5,000; member $1,000 | Chair $5,000; member $1,000 |
Notes: Company does not pay meeting fees; no director non‑equity incentive plan, pensions, or ESPP participation disclosed.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards (USD) | $56,500 | $129,757 |
| Unvested RSUs outstanding (as of year‑end) | 89 (as of 12/31/2023, directors each) | 9,057 (as of 12/31/2024, Varier) |
| Unexercised stock options outstanding | 455 (as of 12/31/2023, Varier) | 44 (as of 12/31/2024, Varier) |
Performance metric design for directors:
- Non‑equity incentive plan compensation is not provided to directors (no performance metrics tied to director pay).
- RSUs generally time‑based; plan requires minimum 1‑year vesting with limited exceptions; awards subject to clawback policy; no automatic single‑trigger vesting on change‑in‑control under the 2022 Omnibus Plan.
- Equity grant timing practices are not used to time material non‑public information; clawback policy adopted per Nasdaq rules.
Contingent grants:
- In aggregate, directors and employees received 77,500 RSUs approved on Nov 19, 2024 and Jan 31, 2025, contingent on shareholder approval of plan share increase; director grants vest at earlier of one‑year anniversary or next annual meeting, subject to approval. (Director group total; individual allocation not itemized.)
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Varier. |
Governance context:
- Green Thumb Industries (GTI) is a 49.99% beneficial owner through affiliates; AGFY issued a senior secured convertible note to GTI subsidiary RSLGH; Shared Services Agreement with GTI subsidiary VMS; Board includes GTI’s Chairman (Kovler) and a GTI VP (Vakili). These are related‑party relationships overseen by the Audit Committee.
Expertise & Qualifications
- Capital markets and M&A (> $6B completed transactions in banking roles) and early‑stage investing (>40 Arcadian portfolio companies).
- Cannabis industry knowledge (ancillary focus), investor/advisor/mentor experience.
- Audit Committee Financial Expert designation under SEC rules.
Equity Ownership
| Category (as of Apr 14, 2025) | Shares/Units |
|---|---|
| Common shares held directly | 1,097 |
| Stock options exercisable within 60 days | 31 |
| RSUs that may vest within 60 days | 9,057 |
| RSUs vested but not settled | 2,782 |
| Total beneficial ownership | 12,960 |
| Ownership as % of outstanding | <1% (1,952,014 shares outstanding) |
Policies relevant to alignment:
- Anti‑hedging and short‑sale prohibitions; pre‑clearance required for transactions by covered persons.
- Awards under 2022 Omnibus Plan subject to clawback and minimum vesting standards.
Governance Assessment
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Strengths
- Independent director with audit chair responsibilities and SEC “financial expert” designation; clear remit over auditor selection, pre‑approvals, and related‑party oversight.
- Active committee workload and acceptable attendance; Audit Committee met 5x in 2024; no attendance shortfall disclosed for Varier.
- Mixed compensation structure (cash retainer + equity), enhancing alignment; significant RSU holdings and vested/unsettled units reinforce skin‑in‑the‑game without excessive concentration.
-
Risks & RED FLAGS (monitoring items)
- High related‑party complexity: GTI is near‑control holder (49.99% beneficial cap) with financing (RSLGH Note), services (VMS), and multiple GTI‑affiliated directors; requires robust Audit Committee scrutiny to mitigate conflicts.
- Financial reporting restatement (Q1 2024) signals internal control challenges; clawback policy applied but no recoupment triggered (no applicable incentive metrics). Continued oversight of controls is warranted.
- Auditor transitions in 2024 (Marcum→Matsuura→GuzmanGray) may increase audit risk; the Audit Committee documented diligence and independence considerations.
- Concentrated ownership can constrain minority shareholder influence; reinforces the importance of independent directors’ oversight in executive sessions and committee work.
-
Compensation structure observations
- Year‑over‑year increase in director equity awards (Varier: $56.5k→$129.8k) alongside cash retainer increase reflects heavier reliance on equity and committee leadership (Audit Chair), consistent with plan amendments and retention objectives; no performance‑based metrics for directors.
-
Alignment safeguards
- Anti‑hedging policy and clawback coverage for awards; minimum vesting and no single‑trigger CIC vesting reduce misaligned incentives.
Overall: Varier’s audit leadership and independence are positives for investor confidence amid complex related‑party dynamics; continued vigilance over auditor changes, control remediation, and related‑party approvals remains essential.