Michael Heinrich
About Michael Heinrich
Michael Heinrich is Executive Chairman and a non-independent director of Flora Growth Corp., appointed September 20, 2025; age 42 at appointment . He is Co‑Founder and CEO of 0G Labs since 2023, previously founded Garten (Oh My Green) in March 2014, and held roles at Microsoft, SAP, Bain & Company, and Bridgewater; he holds BA degrees from UC Berkeley and an MS in Management Science & Engineering from Stanford, with post‑graduate research at Harvard Business School . As Executive Chairman, his compensation is structured with high at‑risk equity linked to aggressive VWAP share price milestones, and base salary of $600,000; pay‑versus‑performance metrics such as TSR, revenue, and EBITDA growth specific to his tenure are not disclosed in company filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 0G Labs | Co‑Founder & Chief Executive Officer | 2023–present | Building decentralized AI infrastructure (Layer‑1) to make AI a public good |
| Garten (Oh My Green) | Founder | March 2014–n/d | Scaled near $100M contracted ARR; major enterprise clients (e.g., Apple) |
| Microsoft; SAP; Bain & Company; Bridgewater Associates | Various roles | n/d | Early career operating/consulting/investment experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Zero Gravity Labs Inc. (“Zero Gravity”) | Chief Executive Officer | 2025–present | Zero Gravity is party to FLGC’s September 2025 Securities Purchase Agreement; contributed 50,000,000 tokens; issued $150,000,000 convertible note; related‑party considerations |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $600,000 | Retroactive to appointment date as Executive Chairman; subject to Board increases |
| Director Cash Retainer | $0 | Company disclosed he will not receive compensation for service as a director |
Performance Compensation
| Instrument | Grant Sizing | Exercise Price | Term | Metric | Vesting Tranches | Payout Mechanics |
|---|---|---|---|---|---|---|
| Stock Options (subject to shareholder approval) | 3% of pro‑forma outstanding Common Shares (at approval date) | $27.20 per share | 10 years | Share price VWAP milestones | 20% vests at each VWAP: $40.80; $54.40; $68.00; $81.60; $95.20 | Options vest only upon achieving tranche VWAP on any trading day; cashless settlement permitted; SARs may be elected in lieu of options |
| Stock Appreciation Rights (alternative election) | In lieu of Options | n/a | n/a | Same VWAP structure as Options | Same tranches as above | Company permits SARs alternative; settlement flexibility |
Equity Ownership & Alignment
| Item | Amount/Status | As Of | Notes |
|---|---|---|---|
| Common Shares Beneficially Owned | 0 | October 27, 2025 | Percentage owned: 0.00% of 741,104 shares outstanding; excludes Zero Gravity Note Shares |
| Proposed Option Grant | 3% of pro‑forma outstanding | Upon shareholder approval | Subject to Proposal No. 4; VWAP‑based vesting; 10‑year term |
| Hedging/Pledging Policy | Prohibited | Policy adopted/affirmed | Insider Trading Policy prohibits hedging, short sales, options trading, margin purchases, and pledging company stock |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment Agreement | Indefinite term (entered Sept 20, 2025) | Role: Executive Chairman |
| Severance (without Cause / Good Reason) | 24 months base salary (lump sum) | Requires separation and release |
| Change‑in‑Control Protection | 30 months base salary (lump sum) | If terminated without Cause or resigns for Good Reason within six months before or after a Change‑in‑Control; effectively double‑trigger (termination + CoC window) |
| Equity Participation | Eligible to participate in senior executive equity plans | Options/SARs subject to shareholder approval |
| Clawback Policy | Adopted Oct 2, 2023 | Covers incentive compensation tied to financial reporting measures over prior 3 fiscal years per Nasdaq Rule 10D‑1 |
Board Governance
- Role: Executive Chairman and director; non‑independent director at appointment .
- Committee memberships: Company’s standing committees (Audit; Compensation; Nominating & Corporate Governance) were composed of independent directors in 2024‑2025; no committee roles disclosed for Heinrich as Executive Chairman .
- Independence and dual‑role implications:
- Executive Chairman role is not independent; Board previously noted leadership structure combining active executives and independent directors; independence for key committees maintained historically .
- Related‑party exposure: As CEO of Zero Gravity, Heinrich is connected to a convertible note transaction requiring shareholder approval under Nasdaq Rules 5635(c)/(d) due to potential equity compensation characterization and >20% issuance thresholds; dilution and governance scrutiny likely .
- 2024 Board/committee attendance: 100% attendance reported for directors in 2024; Heinrich was not on the Board during 2024 .
Director Compensation
| Component | Amount | Notes |
|---|---|---|
| Director Compensation | $0 | Company disclosed he will not receive compensation for his role as a director; compensation received as Executive Chairman under employment agreement |
Compensation Structure Analysis
- High at‑risk equity with price‑based vesting: 100% of proposed equity vests only upon achieving step‑up VWAP thresholds, aligning payout strictly to substantial share price appreciation (approx. 800% for full vest according to board rationale) .
- Mix shift to options/SARs: The 2025 awards favor options/SARs tied to stock price milestones versus time‑based RSUs, increasing alignment but also increasing risk if milestones are unattained .
- Governance controls: Clawback policy compliant with Nasdaq 10D‑1; hedging/pledging prohibited .
- Red flags to monitor:
- Equity award modifications/repricings: Company repriced SARs agreements in 2025 (historical practice); while not tied to Heinrich, this signals flexibility in equity terms that investors should watch .
- Related‑party transactions: Zero Gravity convertible note and token contribution linked to Heinrich’s external CEO role; shareholder approval sought due to equity compensation and >20% issuance thresholds—potential dilution and conflict risk .
Related Party Transactions
- Zero Gravity Convertible Note Proposal: Zero Gravity contributed 50,000,000 tokens valued at ~$150,000,000 ($3 per token); FLGC issued a convertible note with anti‑dilution adjustments; shareholder approval sought under Nasdaq 5635(c)/(d) for issuance of note shares and potential pricing below “Minimum Price.” Heinrich, as Executive Chairman of FLGC and CEO of Zero Gravity, is directly linked to this transaction .
Expertise & Qualifications
- Education: BA degrees in Political Economy and ISF/Cognitive Science from UC Berkeley; MS in Management Science & Engineering from Stanford; post‑graduate research at Harvard Business School .
- Technical/industry expertise: AI and cybersecurity leadership (0G Labs); entrepreneurial track record (Garten) with enterprise scaling experience .
- Recognition: Forbes 40 under 40, top Technologist, top Y Combinator company, best of iTunes U course, top Entrepreneur (as disclosed) .
Performance & Track Record
- Achievements: Built 0G Labs’ decentralized AI infrastructure platform; founded and scaled Garten to near $100M contracted ARR, with blue‑chip clients .
- FLGC‑specific performance metrics during tenure (TSR, revenue, EBITDA): Not disclosed in the special meeting proxy or 8‑K filings reviewed .
Equity Ownership & Alignment Details
| Category | Value/Status | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 0 shares; 0.00% | As of Oct 27, 2025; excludes Zero Gravity Note Shares |
| Options/SARs | Proposed Options sized at 3% of pro‑forma shares; SAR alternative permitted | Subject to shareholder approval; VWAP‑based vesting; $27.20 strike; 10‑year term |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging, margin, and hedging transactions |
Employment & Contracts
| Item | Detail |
|---|---|
| Start Date | September 20, 2025 (Executive Chairman) |
| Term | Indefinite; terminable per agreement |
| Severance | 24 months base salary; lump sum; separation agreement required |
| Change‑of‑Control | 30 months base salary if terminated within 6 months before/after CoC; lump sum; separation agreement required |
| Equity | Participation in senior executive equity plans; proposed 3% options; SAR alternative |
| Clawback | Nasdaq‑compliant policy adopted Oct 2, 2023 |
| Non‑Compete / Non‑Solicit | Not disclosed in available filings |
Board Service History and Independence
- Appointment and role: Appointed to the Board as a non‑independent director on Sept 20, 2025; concurrently Executive Chairman .
- Committees: Audit, Compensation, and Nominating committees comprised of independent directors around the 2024/2025 period; no committee chair roles disclosed for Heinrich .
- Independence dynamics: Executive Chairman + related‑party Zero Gravity transaction raises independence/dual‑role considerations; company sought shareholder approval to ensure Nasdaq compliance .
- Board composition change: August 2025 passing of independent director Harold Wolkin temporarily reduced board independence and audit committee membership below Nasdaq thresholds; company pursuing cure within allowed period .
Performance Compensation Detail
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| VWAP $40.80 | 20% of proposed options | VWAP ≥ $40.80 on any trading day | n/d | 20% options vest | Upon achieving target |
| VWAP $54.40 | 20% | VWAP ≥ $54.40 | n/d | 20% options vest | Upon achieving target |
| VWAP $68.00 | 20% | VWAP ≥ $68.00 | n/d | 20% options vest | Upon achieving target |
| VWAP $81.60 | 20% | VWAP ≥ $81.60 | n/d | 20% options vest | Upon achieving target |
| VWAP $95.20 | 20% | VWAP ≥ $95.20 | n/d | 20% options vest | Upon achieving target |
Investment Implications
- Alignment and retention: The VWAP‑based, multi‑tranche option structure creates strong alignment with long‑term share price appreciation and retention, as Heinrich realizes value only after substantial stock price increases; the Board explicitly targets transformation to >$1B market cap for full vesting .
- Governance and dilution risk: Heinrich’s dual role (Executive Chairman of FLGC; CEO of Zero Gravity) and the large Zero Gravity convertible note with anti‑dilution features present conflict‑of‑interest optics and potential significant dilution; shareholder approvals under Nasdaq rules are being sought to mitigate compliance risks .
- Cash severance leverage: A 24‑month severance (30‑month with CoC) creates notable fixed cash exposure on adverse separation—investors should weigh retention benefits versus potential costs in downside scenarios .
- Policy safeguards vs. historical flexibility: Clawback and anti‑hedging/pledging policies support alignment, but prior SAR repricings indicate the company may alter equity terms if necessary; monitor future amendments to maintain pay‑for‑performance integrity .