Peter Shapiro
About Peter Shapiro
Peter S. Shapiro (age 52) joined Agrify’s Board on January 31, 2025 as an independent director. He is an independent music entrepreneur known for owning/operating venues including Brooklyn Bowl (NY, Las Vegas, Nashville, Philadelphia), The Capitol Theatre, Bearsville Theater and Wetlands Preserve; he produced “Fare Thee Well: Celebrating 50 Years of the Grateful Dead” (2015) and, in 2024, co-produced the sold-out Soulshine Benefit at Madison Square Garden. He holds a BA from Northwestern University and has been repeatedly named to Billboard’s Power 100 list; roles include publisher of Relix magazine and founder/CEO of Dayglo Presents.
Past Roles
| Organization/Project | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Brooklyn Bowl (NY, Las Vegas, Nashville, Philadelphia) | Owner/Operator | Various years (not disclosed) | Brand building and venue operations |
| The Capitol Theatre (incl. Garcia’s) | Owner/Operator; exclusive partnership with Jerry Garcia family | Various years (not disclosed) | Venue revival and artist brand activation |
| Wetlands Preserve; Bearsville Theater | Owner/Operator | Various years (not disclosed) | Live music ecosystem development |
| Fare Thee Well (Grateful Dead 50th) | Producer | 2015 | Large-scale event execution at Levi’s Stadium and Soldier Field |
| Lockn’ Festival | Founder | Not disclosed | Multi-day festival creation (music + camping) |
| Jazz & Colors | Founder | Not disclosed | Experiential events at Central Park and The Met |
| Rock and Roll Playhouse | Originator | Not disclosed | Family concert series in 25+ US markets |
| U2 3D; All Access (IMAX concert films) | Producer | Not disclosed | Music content production |
| Soulshine Benefit (MSG) | Co-producer | 2024 | Fundraising for hurricane relief (NC, FL) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Relix magazine | Publisher | Current | Music media leadership |
| Dayglo Presents | Founder/CEO | Current | Live music/media company leadership |
| New York Public Radio | Board Member | Current | Civic/charitable governance |
| City Parks Foundation | Board Member | Current | Civic/charitable governance |
| Rock and Roll Hall of Fame Museum | Board Member (prior) | Prior service not dated | Also member of nominating committee |
| HeadCount | Chairman; Board Member | Chairman 2019–2024; Board member current | Youth voter engagement non-profit |
Board Governance
- Independence: The Board determined that Peter S. Shapiro is “Independent” under Nasdaq listing standards.
- Committee memberships: Shapiro serves on Nominating & Corporate Governance; he also joined the Compensation Committee on March 19, 2025.
- Committee landscape: Audit (Chair: Varier), Compensation (Chair: Mahoney), Nominating & Corporate Governance (Chair: Holtzman).
- Attendance: 2024 attendance metrics exclude Shapiro (joined 2025). In 2024, no director fell below 75% except Ms. Chan (23%) and Mr. Drexler (71%).
- Governance policies: Code of Conduct and Insider Trading Policy; directors required to attend annual meetings. Anti-hedging policy prohibits derivatives, short sales, and margining designed to offset declines.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $24,000 | Quarterly installments | Current policy per 2025 proxy |
| Audit Committee Chair | $5,000/year | Quarterly | Additional to board retainer |
| Audit Committee Member | $1,000/year | Quarterly | Additional to board retainer |
| Compensation Committee Chair | $5,000/year | Quarterly | Additional to board retainer |
| Compensation Committee Member | $1,000/year | Quarterly | Additional to board retainer |
| Nominating & Corporate Governance Chair | $5,000/year | Quarterly | Additional to board retainer |
| Nominating & Corporate Governance Member | $1,000/year | Quarterly | Additional to board retainer |
| Meeting fees | Not disclosed | — | No separate meeting fees disclosed |
2024 director compensation table excludes Shapiro (joined 2025).
Performance Compensation
| Award Type | Grant details | Vesting | Key Terms |
|---|---|---|---|
| RSUs (Directors) | Shapiro: 1,250 RSUs may vest within 60 days after April 14, 2025 | Directors’ contingent grants vest on earlier of 1-year from grant or next annual meeting, subject to shareholder approval of plan amendment | RSUs are subject to clawback; no dividends on unvested; minimum vesting generally 1 year; no automatic single-trigger vesting in change-in-control |
- Equity-based awards are used to align directors’ interests with shareholders; non-equity incentive plan compensation for directors is not provided.
Other Directorships & Interlocks
- Public company boards: None disclosed for Shapiro.
- Network/Interlocks: Agrify’s board includes Ben Kovler (Chairman & Interim CEO; CEO/Chair of Green Thumb Industries) and Armon Vakili (VP Strategic Initiatives at Green Thumb). Green Thumb beneficially owns ~49.99% of Agrify (via affiliated entities and warrants subject to ownership caps), indicating significant influence.
- Related-party ecosystem: Green Thumb subsidiary (RSLGH) provided a secured convertible note; Shared Services Agreement with a GTI subsidiary (VMS). These create potential influence vectors the board must oversee.
Expertise & Qualifications
- Branding, entertainment, and large-scale event production expertise applicable to consumer product positioning and market access.
- Non-profit governance and nominating experience (Rock Hall nominating committee) supports board process and stakeholder engagement.
- Independent perspective; no disclosed related-party transactions involving Shapiro since joining.
Equity Ownership
| Holder | Shares Owned | Derivatives/Units | Ownership % | Notes |
|---|---|---|---|---|
| Peter S. Shapiro | 50 (direct) | 1,250 RSUs that may vest within 60 days after April 14, 2025 | <1% | Total beneficial ownership: 1,300 shares |
- No options reported for Shapiro; no pledging disclosed; company anti-hedging policy in place.
Governance Assessment
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Strengths: Independent status; service on Nominating & Corporate Governance and Compensation Committees; strong brand/consumer engagement background beneficial to Agrify’s strategy; equity grants build alignment (subject to plan approval and clawback).
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Oversight context: Board uses independent committees; Audit Committee reviews related-party transactions; Shapiro’s roles position him to influence board composition and pay practices.
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Risks/RED FLAGS:
- Controlling influence: Green Thumb’s ~49.99% beneficial stake and financing arrangements (RSLGH Note; Shared Services Agreement) create potential conflicts of interest, information asymmetry, and dependency risk. The board must ensure rigorous independence and fair dealing.
- Financial reporting restatement in 2024 (Q1 interim) indicates prior control/accounting weaknesses; clawback policy did not trigger recoupment due to lack of incentive-based comp tied to restated measures.
- Combined Chairman/CEO roles: Agrify currently combines Chairman and CEO (Interim CEO), which can reduce board independence despite rationales stated; mitigated by majority independent directors, but still a governance consideration.
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Compensation structure signals: Director pay is modest cash plus RSUs; no non-equity incentives; plan prohibits repricing and single-trigger vesting—shareholder-friendly features.
Overall, Shapiro adds consumer and brand expertise with independent status; however, investor confidence hinges on robust management of related-party dynamics given Green Thumb’s significant ownership and service relationships, and continued strengthening of controls post-restatement.
Notes:
- Where “may vest within 60 days” is stated, vesting remains subject to shareholder approval of the Omnibus Plan amendment per proxy disclosures.
Appendix: Committee Assignments Snapshot
| Director | Nominating & Corporate Governance | Compensation | Audit |
|---|---|---|---|
| Peter Shapiro | Member | Joined 3/19/2025 | — |
| Max Holtzman | Chair | Member | Member |
| Timothy Mahoney | Member | Chair | Member |
| Sanjay Tolia | — | — | Member |
| Krishnan Varier | Member | — | Chair |