Barbara Sher

About Barbara Sher

Barbara Sher, 58, is Greenlane Holdings’ Chief Executive Officer (CEO) and a director. She became COO on November 14, 2023 and was appointed CEO effective May 27, 2024; she joined the Board thereafter (director since 2025) . Her background includes senior roles at Newfold Digital (SVP Retail Sales and SVP Business Development) and Web.com (VP Business Development); she holds an MBA from Seton Hall University and a B.A. in Communications from The College of New Jersey . For 2024, her disclosed compensation totaled $300,198 in salary, with no bonus or equity awards reported for the year; 2023 reflected $21,290 in salary .

Past Roles

External Roles

Fixed Compensation

• Current cash compensation terms (per employment agreement):
  • Base salary: $300,000; target annual bonus “up to 60% of base salary” (performance weighting: 60% company / 30% individual) .
  • One-year term with automatic one-year renewals unless either party gives 60 days’ notice prior to term end .
• Actual pay outcomes (reported):
  • 2024: Salary $300,198; Bonus $0; Total $300,198 .
  • 2023: Salary $21,290; Bonus $0; Total $21,290 .

Performance Compensation

• Annual bonus framework (metrics disclosed; outcomes not disclosed):

Note: The proxy describes weighting (60% company/30% individual) but does not disclose specific KPIs, threshold/target/maximum levels, or 2024 payout determinations for Ms. Sher; Summary Compensation Table shows no bonus paid for 2024 .

Equity Ownership & Alignment

• Beneficial ownership snapshot (very limited direct ownership; “less than 1%” throughout):

• Outstanding equity and option awards (key items):
  • As of 12/31/2023: 100 options exercisable at $39, expiring 7/1/2032 .
  • As of 12/31/2024: 10 options exercisable at $49, expiring 7/1/2032 (reflecting reverse split) .
  • New grant (10/23/2025): 1,120,000 options at $3.84 to Barbara Sher under the 2019 Plan; vesting terms not disclosed .

• Hedging/pledging policy:
  • Company prohibits short sales and derivatives by insiders, but permits pledging company securities for margin accounts (subject to policy compliance). This is a governance red flag if used, though no pledging by Ms. Sher is disclosed .

Employment Terms

Board Governance

• Independence and roles:
  • Sher is not independent by virtue of being CEO; the Board comprises a majority of independent directors; all standing committees are solely independent .
  • Governance separates CEO and Chair: Sher is CEO; Donald Hunter is Chairman .
  • Committee membership table shows Sher is not on Audit, Compensation, Nominating & Governance, or Digital Assets committees .
• Board service history and attendance:
  • Director since 2025; Board met 21 times in 2024; 100% attendance by directors then serving .
• Director compensation:
  • Independent directors’ base annual fee: $60,000; additional chair/meeting fees as disclosed. Sher receives no additional compensation for Board service .

Compensation Structure Analysis (alignment, retention, red flags)

• Cash vs. equity mix:
  • 2023–2024: Cash-heavy (no bonuses reported; minimal legacy options outstanding) .
  • 2025: Significant shift to equity risk via 1,120,000 stock options granted at $3.84; vesting not disclosed, introducing substantial option overhang and potential future selling pressure when vesting occurs .
• Performance linkage:
  • Bonus framework references 60% company/30% individual performance but lacks disclosed KPIs and 2024 payout determinations; 2024 bonus paid for Sher was $0, indicating de facto restraint or unmet discretionary criteria .
• Retention and protection:
  • One-year auto-renew term with nine months’ severance and four months’ COBRA provides moderate protection, but not excessive; no disclosed CoC acceleration for Sher (contrast with CLO/CFO Reeve) .
• Governance and policy:
  • Anti-hedging policy is standard; pledging allowed (oversight risk if utilized, none disclosed for Sher) .

Performance & Track Record (context under Sher’s tenure)

• Financing and strategy execution:
  • October 2025 financing: issued 3,328,012 common shares and pre-funded warrants for up to 25,294,068 shares; consideration included cash, USDT/USDC (~$19.0m), and ~55 million BERA (valued ~$110m then), shifting to a digital-asset treasury reserve (subject to Digital Assets Committee oversight) .
  • Net cash proceeds ~$24.3m (plus ~$19.0m USDT/USDC) .
  • Automatic exercise of pre-funded warrants upon stockholder approval could lead to substantial dilution (legacy holders potentially ~5.2% of post-issuance) .
• Management transitions:
  • Former CFO/Chief Legal Officer Lana Reeve resigned August 29, 2025; Vanessa Guzman Clark appointed CFO, and a new Chief Investment Officer role added—organizational shifts under the new strategy .

Director Compensation (for completeness)

• Independent director fees for 2024: base $60,000; additional chair and excess meeting fees (details table in proxy); Sher receives none for board service .

Equity Ownership Overhang and Trading Signals

• Large 2025 option grant to Sher (1,120,000 options at $3.84) is material relative to float and comes alongside an expanded equity plan and an “evergreen” replenishment feature, raising dilution risk and potential selling pressure at vest; vesting terms are not disclosed .
• Pre-funded warrants (exercise price $0.01) automatically exercise upon approval, causing immediate share issuance subject to beneficial ownership caps—this is a short-term supply/dilution catalyst .

Related Party Transactions

• Policy requires Audit Committee review/approval of related-person transactions; no related-party transactions specific to Ms. Sher are disclosed .

Say-on-Pay & Shareholder Feedback

• Not disclosed for the covered periods (smaller reporting company scaled disclosures) .

Expertise & Qualifications

• MBA (Seton Hall University); B.A. Communications (The College of New Jersey); >20 years in senior executive roles across public/private companies; IPO/reverse-IPO experience .

Employment Terms (detailed table)

Investment Implications

• Alignment and incentives: 2025 introduced a significant, option-heavy incentive (1.12M options at $3.84) that increases at‑risk upside for Ms. Sher but also creates notable dilution and potential selling pressure as tranches vest; lack of disclosed vesting and bonus KPIs weakens transparency around pay-for-performance rigor .
• Retention risk: Nine months’ severance and auto-renewal offer moderate retention protection without excessive golden parachutes; no disclosed CoC acceleration for Sher limits windfall risk .
• Trading signals: The automatic exercise of pre-funded warrants (and potential advisory warrants) materially expands share count if approved, pressuring valuation multiples; the large CEO option grant adds future supply risk tied to vesting and exercise behavior .
• Governance: Separation of Chair/CEO and fully independent committees mitigate dual‑role concerns; Sher is a non-independent director but does not sit on committees; pledging permitted under policy warrants monitoring .