Andrew Glashow
About Andrew Glashow
Andrew Glashow is Chairman and Chief Executive Officer of CLS Holdings USA, Inc. (CLSH). He has served as a director since December 2017, President from March 1, 2019 to March 1, 2023, CEO since August 16, 2022, and Chairman since March 1, 2023; age 61; B.S., University of New Hampshire’s Whittemore School of Business and Economics . From June 1, 2022 to May 31, 2024, CEO compensation “actually paid” increased ~12% while total shareholder return decreased ~84% and net loss increased ~290%, highlighting weak pay-for-performance alignment over that span . As of September 13, 2024, he beneficially owned 2,735,237 shares (1.55% of 176,195,435 outstanding); as of April 16, 2025, he beneficially owned 1,235,237 shares with options excluded due to a proposed plan cancellation linked to a reverse split .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Star Associates, LLC | Partner | Mar 2018–Jul 2020 | Corporate finance for small/emerging growth; capital placement expertise |
| New World Merchant Partners LLC | Founding Partner, Managing Director | Sep 2009–2018+ | Microcap investment banking ($5–$50M); capital markets advisory; helped capitalize multiple companies as CEO/President |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple companies (not named) | CEO/President | Various | Led and capitalized companies; corporate finance and growth execution experience |
| University of New Hampshire | Alumnus | — | Business education foundation |
Fixed Compensation
| Component | Period | Amount | Notes |
|---|---|---|---|
| Base Salary | Mar 1, 2024–Feb 28, 2025 | $357,000 | Set in Feb 1, 2024 employment agreement |
| Base Salary | Mar 1, 2025–Feb 28, 2026 | $393,250 | Contractual step-up |
| Base Salary | Mar 1, 2026–Feb 28, 2027 | $432,475 | Contractual step-up |
| Base Salary (prior) | Effective Aug 16, 2022 | $262,500 | 3rd amendment upon CEO appointment |
| Base Salary (prior) | Effective Mar 1, 2023 | $325,000 | New 3-year agreement |
| Health allowance | Ongoing (monthly) | $1,500 | Health insurance/related expenses |
| Automobile allowance | Ongoing (monthly) | $1,200 | Automobile allowance |
| Home office allowance | Ongoing (monthly) | Amount provided | Monthly home office expenses (amount not specified) |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout / Grant | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (EBITDA-based) | Not disclosed | 2% of annual EBITDA | Not disclosed | Capped such that total annual cash comp ≤ $1,000,000 (incl. base) | |
| Annual options (EBITDA-based formula; legacy) | Not disclosed | 2% of EBITDA up to $42.5M; 4% above $42.5M; strike=fair market value at grant | Not disclosed | Company noted “not yet granted” under 2023 formula as of 2024 proxy; superseded by 2024 Plan grants | |
| Restricted Common Stock (2024 Plan) | Not disclosed | Not disclosed | Not disclosed | 1,000,000 shares awarded Feb 1, 2024 | |
| Stock Option (2024 Plan) | Not disclosed | Not disclosed | Not disclosed | 6,000,000 options awarded Feb 1, 2024; strike=fair market at grant | |
| Stock Option (2024 Plan) vesting | — | — | — | — | 1/36 per month over 36 months |
| Change-of-control vesting | — | — | — | — | All unvested stock-based awards under 2024 Plan vest immediately prior to a Change of Control |
Notes:
- The Compensation Committee (independent directors David Zelinger and Ross Silver) administers the 2024 Equity Incentive Plan; maximum share reserve 10,000,000; forfeitures recycle to plan .
- The Audit Committee did not meet separately in FY2024; Board discussed audit matters during meetings .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Vested/Unvested Breakdown | Options/RSUs | Pledged Shares |
|---|---|---|---|---|---|
| Sep 13, 2024 (176,195,435 outstanding) | 2,735,237 | 1.55% | Not disclosed | Includes shares acquirable within 60 days per SEC rules; plan awards outstanding | Company states no known pledges or pending arrangements that may lead to change in control |
| Apr 16, 2025 (164,734,517 outstanding) | 1,235,237 | <1% | Not disclosed | Table excludes vested stock options because plan would be cancelled if reverse split approved | Not disclosed |
Additional ownership history:
- Pre- and post-reverse split ownership snapshots across earlier proxies (2020, 2022) show Glashow below 1% ownership then rising; details in historical tables .
Employment Terms
| Agreement/Event | Effective Date | Term/Expiration | Key Economics/Provisions |
|---|---|---|---|
| Initial Employment (President/COO) | Mar 1, 2019 | 2 years + amendment | $175,000 salary; 1% EBITDA cash bonus; 1% EBITDA restricted stock; 500,000 signing RS (vested Mar 1, 2020 and Mar 1, 2021) |
| Amendment (CEO transition) | Oct 1, 2019 (amended Oct 14, 2019) | +1 year | Salary increased to $200,000; 2% EBITDA cash bonus (total annual cash comp cap $1,000,000 incl. base); annual options tied to EBITDA formula; change-of-control: up to 3 years base salary and bonuses up to $1,000,000 |
| CEO appointment salary adjustment | Aug 16, 2022 | — | Base increased to $262,500 |
| New CEO/Chairman agreement | Mar 1, 2023 | Through Feb 28, 2026 | Base $325,000; monthly $1,500 health, $1,200 auto, home office stipend; 2% EBITDA cash bonus (cap applies) |
| 2024 Employment Agreement (CEO/Chairman) | Feb 1, 2024 | Through Feb 28, 2027 | Salary schedule: $357,000; $393,250; $432,475; monthly $1,500 health, $1,200 auto, home office stipend; awarded 1,000,000 RS and 6,000,000 options vesting monthly over 36 months (2024 Plan) |
| Amended and Restated Agreement + Golden Parachute | Jun 12, 2024 | Through May 31, 2028 | Adds Golden Parachute Agreement (payments if terminated within 12 months post-Change in Control); board rationale to retain key management |
| Non-compete & confidentiality | Mar 1, 2023 | Non-compete during term + 1 year after | Confidentiality, invention assignment; at-will language in related agreement |
| 2024 Plan change-of-control vesting | Jan 30, 2024 | — | All unvested stock-based awards vest immediately prior to Change of Control |
Board Governance
- Board classification: three classes; terms staggered; Glashow is sole Class II director; Ross Silver Class I; David Zelinger Class III .
- Independence: Glashow is not independent due to officer roles; Silver and Zelinger are independent under Nasdaq/SEC definitions; company not listed on a U.S. national exchange .
- Committees: Audit Committee comprises Glashow, Silver, Zelinger; Glashow serves as Audit Committee Chairman and signed the 2024 audit committee report; committee did not meet separately in FY2024; company does not have an “audit committee financial expert” .
- Compensation Committee: established January 30, 2024; members are independent directors David Zelinger and Ross Silver; met once in FY2024; charter not yet adopted .
- Director compensation: historically, directors received no separate board compensation (2021 proxy); current retainer structure not disclosed in later filings .
Dual-role implications:
- CEO/Chairman combined role and simultaneous Audit Committee chairmanship concentrates oversight; independence mitigants include two independent directors and a separate Compensation Committee, though lack of an audit committee financial expert and limited separate Audit Committee meetings are governance risk factors .
Performance Compensation Analysis
- Cash bonus is purely EBITDA-based at 2% with a hard cap on total annual cash comp ($1,000,000 incl. base), creating alignment with profitability but potentially encouraging EBITDA over other value drivers; specific annual targets and actuals are not disclosed .
- 2024 equity awards include large, time-vested options (6,000,000, 1/36 monthly) and restricted stock (1,000,000), adding retention hooks and potential selling pressure upon monthly vesting; change-of-control accelerates vesting, increasing golden parachute value sensitivity to transaction timing .
- Pay vs performance: “compensation actually paid” to CEO increased ~12% while TSR fell ~84% and net loss rose ~290% from FY2022–FY2024; signals misalignment over this period .
Equity Ownership & Alignment Details
| Item | Status |
|---|---|
| Ownership guidelines | Not disclosed |
| Pledging/hedging | Company indicates no known pledges; no such arrangements flagged in ownership section |
| Options in-the-money value | Not disclosed; strike set at fair market value at grant; value depends on current price |
| Vested vs unvested breakdown | Not disclosed; options vest monthly; RS grant terms beyond award size not detailed |
Say-On-Pay & Shareholder Feedback
- At the November 16, 2020 annual meeting, say-on-pay was approved with 98.28% of votes cast; stockholders chose a three-year frequency for future say-on-pay votes .
Related Party Transactions and Compliance
- No related party transactions over $120,000 since June 1, 2022 (other than compensation); no family relationships among executives/directors; Section 16(a) compliance noted historically with one late filing by a holder in prior years .
Employment & Change-of-Control Economics Summary
| Provision | Economics |
|---|---|
| Legacy change-of-control (2019 amendment) | Up to 3 years’ base salary and bonuses up to $1,000,000 if resignation/termination in connection with change in control |
| 2024 Plan acceleration | Immediate vesting of all unvested equity awards prior to change of control |
| 2024 Golden Parachute Agreement | Provides payments if terminated within 12 months following change in control; specific amounts not disclosed in 8-K summary |
Investment Implications
- Incentive design leans heavily on EBITDA with a strict cash cap, while large time-vested option and RS grants plus change-of-control acceleration create retention but also potential monthly selling pressure and heightened M&A-linked payout sensitivity; pay-for-performance misalignment evidenced by negative TSR and widening losses versus rising CAP to CEO .
- Governance risk stems from combined CEO/Chairman role and Audit Committee chairing by the CEO amid absence of an audit committee financial expert and limited separate committee meetings, partially offset by two independent directors and a dedicated Compensation Committee administering the equity plan .
- Ownership is modest (<2%) with no disclosed pledging; golden parachute adoption and plan auto-acceleration are clear transaction levers; watch for Form 4s around monthly option vesting and any reverse split effects on option treatment given 2025 proxy comments .
- Historical shareholder support for compensation (98% in 2020) was strong, but subsequent performance deterioration may challenge future votes; monitor updated proxies for CAP-to-performance disclosures and committee charter formalization .