Sanjay Tolia
About Sanjay Tolia
Independent director of Agrify (AGFY) since January 31, 2025; age 46. Entrepreneur with institutional finance background: founded Bengal Capital (equity derivatives hedge fund focused on health and wellness), founded Marine Layer Capital LLC (structured notes/derivatives for wealth management clients) and served as Senior Advisor to Leaf VIP; prior board roles at Jetty Extracts and current boards at Sunday Goods & The Pharm; B.A. in economics from the University of Michigan . The Board has determined he is “Independent” under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bengal Capital LLC | Founder & Managing Director | Mar 2007 – Dec 2018 | Built equity derivatives hedge fund in health and wellness; M&A, IPOs, restructuring experience |
| Bengal Catalyst Fund LP | Founder | Jan 2018 – Mar 2023 | Investment vehicle in wellness sector; capital markets execution |
| Leaf VIP | Senior Advisor | Apr 2020 – Mar 2023 | Advisory in wellness brand ecosystem |
| Marine Layer Capital LLC | Founder | Since Mar 2023 | Structured notes & derivative products for wealth management clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunday Goods & The Pharm | Director | Since Nov 2020 | Cannabis/wellness brands; board oversight |
| Jetty Extracts | Director | Jan 2018 – Jun 2024 | Leading CPG in health/wellness; acquired by Canopy Growth |
Board Governance
- Independence: Board-designated independent director under Nasdaq standards .
- Committee assignments: Audit Committee member (joined March 19, 2025) .
- Committee composition: All Audit, Compensation, and Nominating & Corporate Governance members are independent; Audit chaired by Krishnan Varier; Tolia, Holtzman, Mahoney are members .
- Audit oversight scope includes financial reporting integrity, pre-approval of audit/non-audit services, and review/approval of related party transactions .
- Annual meeting attendance expectation: Directors required to attend; all then-current directors attended the 2024 Annual Meeting (Tolia joined 2025) .
- Shareholder support: Elected with 1,057,615 votes for, 1,574 withheld; broker non-votes 347,036 (plurality) at June 11, 2025 Annual Meeting .
| Committee | Role | Effective Date |
|---|---|---|
| Audit | Member | Mar 19, 2025 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $24,000 per year | Payable quarterly |
| Audit Committee member retainer | $1,000 per year | In addition to annual retainer |
| Meeting fees | None disclosed | Company does not disclose separate meeting fees |
| Pension benefits | None | No pension plan for directors |
Performance Compensation
| Award Type | Grant context/date | Units | Vesting | Conditions |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Directors received contingent RSU grants approved Nov 19, 2024 and Jan 31, 2025; Tolia beneficially holds RSUs | 1,250 units | Earlier of one-year anniversary of grant or next annual meeting (for director grants), subject to shareholder approval of Plan Amendment | Plan Amendment increasing 2022 Omnibus Plan by 250,000 shares approved June 11, 2025, enabling settlement of contingent awards |
- Equity plan features: Minimum vesting generally ≥1 year (director awards exempted), no repricing/cash buyouts of options/SARs, no dividends on unvested RSUs, clawback applies to incentive-based compensation and awards under the plan .
- Anti-hedging: Directors prohibited from hedging (options, puts/calls, security futures, derivatives) and short sales of company stock; insider trading policy requires pre-approval for transactions .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Sunday Goods & The Pharm | Private | Director | Cannabis sector exposure; potential industry overlap awareness required |
| Jetty Extracts | Private (acquired) | Former Director | Cannabis CPG sector; tenure ended Jun 2024 |
- Board-level interlocks at Agrify: Benjamin Kovler (Chairman/Interim CEO of Agrify; Chairman/CEO of Green Thumb Industries) and Armon Vakili (VP M&A & Partnerships at Green Thumb) serve on Agrify’s Board; Green Thumb beneficially owns 49.99% of Agrify (via warrants/stock) . Audit Committee (including Tolia) oversees related party transactions .
Expertise & Qualifications
- Capital markets, derivatives, structured products; deep M&A, IPOs, restructuring and corporate strategy track record .
- Cannabis/wellness sector operating and governance experience (Sunday Goods & The Pharm; Jetty Extracts) .
- Education: B.A., Economics, University of Michigan .
Equity Ownership
| Holder | Security | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Sanjay Tolia | RSUs (may vest within 60 days of Apr 14, 2025) | 1,250 | * (<1%) | As of Apr 14, 2025; settlement contingent on Plan Amendment (approved Jun 11, 2025) |
- Outstanding common shares as of Apr 22, 2025: 1,952,014 .
- Anti-hedging provisions and insider trading pre-approval reduce misalignment risk .
Governance Assessment
- Strengths:
- Independence and Audit Committee membership provide direct oversight of financial reporting and related party transactions; Audit Committee designated to review and approve RPTs .
- Significant capital markets/M&A background improves board effectiveness in financing and strategic transactions .
- Strong shareholder support in election (over 1.057M votes for) enhances legitimacy and investor confidence .
- Watch items / potential red flags:
- Concentrated ownership and multiple related party arrangements with Green Thumb (49.99% beneficial ownership; convertible note; shared services agreement) heighten conflict risk; requires rigorous Audit Committee oversight (where Tolia serves) .
- Combined Chairman/CEO role viewed by some investors as a governance negative; Board rationale disclosed, but continued monitoring of independent oversight is warranted .
- Signals:
- Equity compensation for directors via RSUs aligns incentives; contingent grants structured with minimum vesting and clawback features reinforce discipline .
- Anti-hedging/short sale prohibitions and insider trading controls support alignment and reduce risk of misaligned hedging strategies .