Mindy Garrison
About Mindy Garrison
Mindy Garrison is Chief People Officer at Charlotte’s Web Holdings and, since August 1, 2025, also serves as Corporate Secretary; she has held the CPO role since November 2021 . As a member of the company’s executive operations committee (the CODM), the Chief People Officer is included among the decision-makers the company identifies for resource allocation and performance assessment, indicating direct involvement in strategy and execution . Company performance context during her tenure: FY 2023 revenue was $63.2 million with a pre‑tax loss of $(23.3) million; FY 2024 revenue was $49.7 million with a pre‑tax loss of $(29.8) million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Charlotte’s Web Holdings, Inc. | Chief People Officer | Nov 2021 – present | Member of the CODM responsible for resource allocation/performance oversight ; supports administration of the Code of Ethics alongside General Counsel . |
| Charlotte’s Web Holdings, Inc. | Corporate Secretary (added responsibility) | Aug 1, 2025 – present | Corporate governance and disclosure role; appointed with no compensation or equity award changes; signs 8‑K filings . |
Fixed Compensation
- Not disclosed for Ms. Garrison in the latest proxy and 8‑K filings; she was not a 2024 named executive officer, and the company stated there were no compensation or equity changes upon her appointment as Corporate Secretary on Aug 1, 2025 .
Performance Compensation
| Feature | Detail |
|---|---|
| Annual bonus | Company uses performance-based cash bonuses for certain executives; payouts occurred in 2024 (company did not disclose Ms. Garrison’s specific bonus terms) . |
| RSUs (LTIP) | Time‑based RSUs generally vest evenly over three years from grant; fair value set at grant date market price . |
| Stock options (LTIP) | Options typically vest over up to four years; exercise price not below prior trading day or grant‑day close; no options granted in 9M’25 . |
| Change‑of‑control | Unless assumed/substituted, outstanding awards terminate at effective time; certain awards become fully vested and exercisable immediately before the effective time . |
| Clawback | Incentive compensation may be recouped for willful misconduct or fraud causing a material restatement when compensation would have been lower; after‑tax basis recovery . |
| Hedging/pledging | Hedging transactions (short sales, puts, calls) are prohibited under the Insider Trading and Reporting Policy; trading permitted only in prescribed windows . |
| Ownership guidelines | Stock ownership policy: CEO 3x base salary; CFO 2x; other designated officers 1x base salary; five years to comply (designation status per officer not specified in proxy) . |
Equity Ownership & Alignment
| Metric | Value/Policy |
|---|---|
| Beneficial ownership (directors and executive officers as a group) | 3,011,278 shares; 1.9% of class as of Apr 15, 2025 . |
| Equity overhang (as of Apr 15, 2025) | Legacy options outstanding equivalent to 985,011 shares; LTIP options 2,304,677; LTIP RSUs 5,839,649; total reserved across plans 15,776,223 (9.95% of outstanding); remaining LTIP capacity 6,646,885 (4.19%) . |
| Burn rate | LTIP burn rate: 5.02% (2022), 7.41% (2023), 1.94% (2024) . |
| Hedging | Prohibited for insiders (policy) . |
| Ownership guidelines | CEO 3x base salary; CFO 2x; other designated officers 1x (five‑year compliance window) . |
Vesting and potential supply dynamics:
- RSUs outstanding were 4,663,762 as of Sep 30, 2025; 1,126,913 shares vested YTD with 374,491 shares withheld upon vesting, indicating ongoing vesting-driven share issuance and withholding activity that can create periodic supply/demand effects .
- Options outstanding decreased to 3,189,744 as of Sep 30, 2025, with 2,982,939 exercisable; no options granted or exercised in 9M’25 .
Employment Terms
| Term | Detail |
|---|---|
| Start date at Charlotte’s Web | Chief People Officer since November 2021 . |
| Current roles | Chief People Officer; Corporate Secretary (effective Aug 1, 2025) . |
| Code of Ethics administration | Chief People Officer co‑administers Code of Ethics with General Counsel; reports to Audit Committee . |
| Compensation change on role expansion | None upon appointment as Corporate Secretary . |
| Change‑of‑control treatment (plan‑level) | Awards terminate at effective time unless assumed; certain awards that terminate accelerate immediately before closing . |
Performance & Track Record
Company performance during Ms. Garrison’s tenure (context for pay-for-performance and execution risk):
| Metric (USD $000s) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | 63,155 | 49,667 |
| Pre‑tax net income/(loss) | (23,267) | (29,807) |
Additional operating context in 2025:
- Q3 2025 press release highlighted SG&A down 23.6% YoY and targeted ~$9 million annualized cost savings in 2026, alongside manufacturing internalization and medical channel initiatives .
Compensation Committee & Governance Notes
- The Compensation Committee consists of independent directors; chair: Matthew E. McCarthy; members include Angela McElwee and Maureen Usifer .
- The committee used Pearl Meyer & Partners LLC in 2024 for certain executive/director compensation matters .
- As an Emerging Growth Company, Charlotte’s Web is not required to conduct “say‑on‑pay” advisory votes until it ceases to be an EGC (no say‑on‑pay data disclosed) .
Related Party Transactions (environmental governance considerations)
- Outstanding secured promissory note to founder Jesse Stanley; maturity extended to Nov 13, 2029; full reserve recorded due to collectability risk .
- DeFloria JV with AJNA and BAT; AJNA partially owned by a Company founder; governance oversight via related‑party disclosures .
Risk Indicators & Red Flags
- Clawback policy is in place and covers incentive compensation tied to restated financials resulting from willful misconduct/fraud .
- LTIP prohibits option repricing without shareholder approval among other amendments requiring shareholder vote .
- Insider policy prohibits hedging and restricts trading windows, reducing alignment risks from derivative use .
- 2024 acceleration of 2,927,313 RSUs may have contributed to concentrated vesting events (supply overhang), though not tied specifically to Ms. Garrison .
Investment Implications
- Alignment/retention: Ms. Garrison’s elevation to Corporate Secretary without incremental compensation suggests cost discipline and expanded governance responsibilities; retention risk appears moderate given policy-driven equity alignment (ownership guidelines, hedging ban, clawback), though her individual pay/ownership were not disclosed .
- Overhang and vesting: With ~10% equity overhang as of April 15, 2025 and ~4.66 million RSUs outstanding by Sep 30, 2025, continued vesting could create periodic selling pressure; however, option activity was muted in 2025 (no grants/exercises YTD) .
- Execution risk: Company revenues declined from 2023 to 2024, and pre‑tax losses widened, increasing pressure on the CODM (including the CPO) to deliver cost efficiencies and growth; management cites cost reductions and manufacturing internalization as 2026 catalysts .
- Governance: Prohibitions on hedging, ownership guidelines, clawback policy, and independent comp committee oversight support investor alignment; EGC status limits say‑on‑pay visibility in the near term .