James Kras
About James Kras
James E. Kras, age 56, is the Chairman, Chief Executive Officer, President, Treasurer, Secretary, and a director of Edible Garden AG Incorporated, serving as CEO and director since March 2020 and Board Chair at least as of 2024–2025 . He is a founder of Edible Garden and previously held senior marketing roles at Ajinomoto and The Bountiful Company, after starting his career in advertising at Grey Advertising and Carat (Dentsu) . Performance-linked disclosures in the proxy do not provide TSR, revenue growth, or EBITDA growth metrics tied to his pay; bonus determinations are based on compensation committee assessments and achievement of company goals without specific metric disclosure for 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edible Garden Corp. (subsidiary of Unrivaled Brands/Terra Tech) | President & Chief Marketing Officer | Mar 2016–Mar 2020 | Led brand and marketing; industry experience leveraged to scale CEA produce |
| Ajinomoto | Senior leadership in marketing | Not disclosed | Global food/biotech marketing expertise |
| The Bountiful Company (Nature’s Bounty) | Senior leadership in marketing | Not disclosed | Consumer health CPG marketing leadership |
| Grey Advertising; Carat Interactive (Dentsu) | Advertising/marketing roles | Not disclosed | Madison Avenue brand-building foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 261,538 | 300,000 | 300,000 |
| Target Bonus (%) | 100% of base (employment agreement) | 100% of base | 100% of base (no pre-set goals) |
| Actual Bonus Paid ($) | 500,000 | — | 200,000 (discretionary for May 23 and Sept 30, 2024 offerings) |
| Transaction Bonus ($) | — | — | 500,000 (paid following 2025 transactions; awarded in 2025 Employment Agreement) |
| Total Compensation ($) | 761,538 | 300,000 | 500,000 |
Key 2025 Employment Agreement terms (effective May 13, 2025): base salary $450,000; annual bonus target 100% of base; upfront RSU and option awards of $1,000,000 each contingent on 2025 Plan approval; and annual awards of at least $1,000,000 beginning 2026 .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Compensation committee assessment; achievement of company goals | Not disclosed | 100% of base | 2024: $200,000 discretionary bonus tied to completion of offerings | Not disclosed |
| Transaction Bonus (2025) | Completion of transactions with NaturalShrimp Farms and Streeterville Capital | Not disclosed | Not disclosed | $500,000 paid after transactions per Employment Agreement | N/A (cash) |
| RSUs (2025 upfront, contingent on plan approval) | Not specified; plan allows performance objectives | Not disclosed | Grant date FV $1,000,000 | To be granted if 2025 Plan approved | Immediate vesting on qualifying termination in change-of-control |
| Nonqualified Stock Options (2025 upfront) | Exercise at ≥ FMV; 10-year max term | Not disclosed | Grant date FV $1,000,000 | To be granted if 2025 Plan approved | Immediate vesting on qualifying termination in change-of-control |
Plan governance features:
- No option/SAR repricing or cash exchange without shareholder approval .
- Clawback/recoupment to comply with Exchange Act Section 10D and exchange rules; forfeiture for non-compete/non-solicit violations or misconduct; transfer restrictions prohibit pledging awards .
- Authorized shares under 2025 Plan: 10,000,000 with evergreen adding up to 5% of outstanding shares each Jan 1 from 2026–2035 .
Equity Ownership & Alignment
| Metric | As of Dec 23, 2024 | As of Jun 30, 2025 |
|---|---|---|
| Shares Beneficially Owned | 36,731; <1% | 3,643; <1% |
| Vested vs Unvested NEO Awards Held | None outstanding at FY 2024 | Not disclosed (new awards contingent on plan approval) |
| Options – Exercisable/Unexercisable | None at FY 2024 | Not disclosed |
| Shares Pledged as Collateral | Not disclosed at company-level; plan prohibits pledging of awards | |
| Ownership Guidelines | Not disclosed |
Additional context:
- Insider trading policy limits trading to window periods and prohibits trading on MNPI; event-specific blackouts may be imposed .
- Series B Preferred voting rights concentrated at Streeterville Capital (up to 9.99% votes at meeting), not convertible; highlights governance/vote dynamics .
Employment Terms
| Provision | Current Agreement (May 13, 2025) |
|---|---|
| Term and Auto-Renewal | Two-year term; auto-extends for one-year periods unless 90 days’ notice of non-renewal |
| Base Salary | $450,000 |
| Annual Bonus Target | 100% of base, based on comp committee assessment/goal achievement |
| Equity | Upfront RSU and NQOs, $1,000,000 FV each (subject to 2025 Plan approval); ≥$1,000,000 annual awards beginning 2026 |
| Severance (No Cause) | 200% of base salary + 200% of target bonus; 12 months of health premium equivalent |
| Change-of-Control (No Cause within -6 to +24 months) | 300% of base salary + 300% of target bonus; immediate vesting of equity; 36 months of health premium equivalent |
| Restrictive Covenants | Non-compete and non-solicit for greater of 2 years post-termination while receiving severance or 1 year post-termination |
| Golden Parachute Cutback | Benefits reduced to avoid 4999 excise tax; no tax gross-up |
Prior agreement context (superseded in 2025): two times base salary + pro-rata bonus + 12 months health premiums; equity vesting acceleration; similar non-compete framework .
Board Governance
- Board composition: James Kras (Chair), Pamela DonAroma, Mathew McConnell (Lead Independent), Ryan Rogers; DonAroma, McConnell, and Rogers are Nasdaq “independent” .
- Committees: all independent directors; Audit (Chair: McConnell; Audit Committee Financial Expert), Compensation (Chair: Rogers), Nominating & Governance (Chair: DonAroma) .
- Board meeting cadence: 9 meetings in 2024; all directors attended ≥75% of Board/committee meetings .
- Dual-role implications: Kras is CEO and Board Chair, with lead independent director presiding over executive sessions to mitigate independence concerns; noted family relationship—DonAroma is Kras’s aunt, disclosed in biography .
Director Compensation
| Component | FY 2024 (Non-Employee Directors) | 2025 Plan Proposal (Subject to Approval) |
|---|---|---|
| Cash Retainer | Up to $75,000 | Not specified (cash) |
| Equity | — (FY 2024) | Annual restricted stock grants $75,000 per non-employee director |
Performance & Track Record
- Executive tenure: CEO and director since March 2020; Board Chair as of 2024–2025 .
- Achievements and initiatives: bonus recognition tied to completion of 2024 best-efforts public offerings ; 2025 Employment Agreement and new equity plans to support retention and alignment .
- Specific operating KPIs (TSR, revenue, EBITDA) tied to pay: not disclosed in proxy; bonus metrics determined at committee discretion .
Compensation Structure Analysis
- Shift in cash vs equity mix: 2025 agreement introduces substantial equity components (RSUs and options, $2 million upfront; ≥$1 million annually from 2026) versus prior years with limited or no executive equity outstanding as of FY 2024 .
- Increase in at-risk pay: Bonus target remains 100% of base; equity awards contingent on shareholder approval and subject to performance/vesting per plan; change-in-control accelerators increase realizable pay .
- Discretionary bonuses: 2024 discretionary cash bonus paid related to capital markets activity, not pre-set operating metrics; indicates committee discretion .
- Anti-repricing safeguards: Plan prohibits repricing/cash exchange of underwater options without shareholder approval .
- Clawback/forfeiture: Robust recoupment and forfeiture provisions; transfer restrictions limit pledging of awards .
Risk Indicators & Red Flags
- Dual role and family relationship: CEO also serves as Board Chair; director DonAroma is Kras’s aunt—independence mitigated by lead independent director and independent committees but potential governance optics remain .
- Dilution risk: 2025 Plan authorizes 10,000,000 shares with 5% evergreen annual add from 2026–2035—potential for ongoing dilution .
- Limited personal share ownership: <1% beneficial ownership; alignment relies on future equity grants rather than existing ownership base .
- Change-of-control economics: 3x salary and 3x target bonus plus full equity vesting may create substantial payout triggers in sale scenarios .
Equity Ownership & Director/Officer Indemnification Policies
- Indemnification agreements for directors and officers, and Code of Ethics in place; insider trading policy enforces window periods and MNPI restrictions .
Investment Implications
- Alignment improving via 2025 equity-heavy package, but near-term alignment is modest given small current ownership; watch for timing/size of RSU and option grants upon plan approval and subsequent vesting schedules for potential selling pressure around unlocks .
- Retention risk appears contained by 2x/3x severance and non-compete duration, with significant CoC accelerators; however, rich CoC terms may influence strategic decisions in M&A scenarios .
- Governance quality is supported by independent committees and a lead independent director, but CEO/Chair dual role and family ties require monitoring of board independence and effectiveness, especially on compensation and related-party oversight .
- Shareholder-unfriendly features are limited by explicit anti-repricing provisions and clawbacks; shareholder-friendly 4999 cutback avoids tax gross-ups, but 5% evergreen could lead to recurring dilution—track future authorization usage and burn rates .