Benjamin Isenberg
Greenlane HoldingsAbout Benjamin Isenberg
Benjamin Isenberg, age 27, is Chief Investment Officer of Greenlane Holdings (GNLN), appointed effective October 23, 2025, reporting to the Board and managing the company’s Berachain (BERA) digital-asset treasury strategy . He works remotely from Nassau, Bahamas and was brought in alongside a Board refresh and formation of a Digital Assets Committee to oversee the treasury strategy . Since the BERA pivot in late October, Greenlane reported Q3 2025 legacy distribution revenue of $0.74 million and a net loss of $8.9 million, while closing a $110.7 million private placement and holding approximately 54.2 million BERA as of October 23, 2025 . Education credentials are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BSQD Corp. | Founder & Principal | 2022–present | Leads market making and proprietary trading in digital assets; ongoing involvement disclosed and permitted with conflict controls |
| Tradias GmbH (BAFIN-regulated market maker) | Trader | 2021–2024 | Trading at a regulated Frankfurt-based market maker; relevant execution experience for crypto treasury |
| M Partners (Toronto) | Investment Banking (coverage: digital assets, technology, mining) | 2019–2021 | Transactional and capital markets exposure in sectors adjacent to GNLN’s pivot |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BSQD Corp. | Founder & Principal | 2022–present | Prior Business explicitly disclosed; continues under permitted framework with requested disclosures to manage conflicts |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | $400,000 annually; subject to annual review | |
| Signing Bonus | $200,000 one-time cash, paid within 3 days of execution | |
| Target Annual Bonus | 100% of base salary | |
| Bonus Payment Timing | Paid within 10 weeks after fiscal year-end, concurrent with other executives |
Performance Compensation
| Metric | Weighting | Target Setting | Actual/Payout Mechanics | Vesting/Other |
|---|---|---|---|---|
| Company financial metrics (e.g., revenue, EBITDA, other objective measures) | 50% of bonus | Set by Compensation Committee within first 30 days of each fiscal year | Tiered partial payout based on achievement; if terminated without cause/for good reason, pro-rated at 50% of maximum eligibility | Cash bonus; paid per plan timing |
| Individual performance goals (under CIO control) | 50% of bonus | Set by Compensation Committee with Employee input within first 30 days | Tiered partial payout based on achievement; same pro-rata treatment upon qualifying termination | Cash bonus; paid per plan timing |
Equity Ownership & Alignment
| Item | Terms | Source |
|---|---|---|
| Advisory Warrants | Part of aggregate 5,264,757 advisory warrants; exercisable at $0.01 per share; 10-year expiry; exercisable only upon stockholder approval; subject to vesting/forfeiture; beneficial ownership limit ≤19.99% | |
| Ben’s specific advisory warrant reference | Proxy footnote notes Benjamin Isenberg’s beneficial ownership excludes 520,833 shares issuable upon exercise of Strategic Advisory Warrants within 60 days of Oct 2, 2025 | |
| Pre-Funded Warrants mechanics (context) | Pre-funded warrants (not his comp) auto-exercise cashless upon approval; exercise price $0.01; with 4.99%/9.99% beneficial ownership caps | |
| Option grants (Oct 23, 2025) | Large option grants made to CEO and certain directors/CFO (not listed for Isenberg) at $3.84; 3,000,000 total options approved | |
| Anti-hedging / pledging | Insider policy prohibits short sales and derivatives, but permits pledging of company securities as collateral for margin accounts (compliance responsibility on insider) | |
| Lock-up agreements | Directors and officers agreed to 180-day lock-up post-offering |
Employment Terms
| Term | Details | Source |
|---|---|---|
| Role & Reporting | Chief Investment Officer; reports to Board; duties include managing BERA treasury | |
| Location & Travel | Remote from Nassau, Bahamas; travel up to 25% without prior consent; expenses reimbursed | |
| Contract Length | Initial term 30 months from Oct 23, 2025; auto-renewal in successive one-year terms unless 60-day notice | |
| Severance (No Cause / Good Reason) | Accrued obligations; prior-year earned bonus; pro-rated current-year bonus at 50% of max eligibility; 12 months base salary; 12 months COBRA premiums (subject to release and 409A) | |
| Equity Acceleration | Immediate vesting of all unvested equity awards (including token grants) upon No Cause / Good Reason termination or Change of Control (with carve-outs for crypto-strategy-related issuances, legacy spinouts, and BERA dispositions) | |
| Arbitration & Indemnification | JAMS arbitration in Wilmington, DE; company advances arbitration costs; separate indemnification agreement and D&O insurance coverage; legal fee reimbursement up to $15,000 for negotiation | |
| Conflict Management | Continued operation of Prior Business (BSQD) permitted with disclosure framework; compensation for facilitating financing disclosed | |
| Non-compete / Non-solicit | Not disclosed in reviewed agreement sections; confidentiality, IP assignment, and non-disparagement covenants are present |
Performance & Track Record
| Period | Corporate Metric | Value | Notes |
|---|---|---|---|
| Q3 2025 | Net sales (legacy distribution) | $0.74 million | Post-pivot quarter; inventory reserve of $5.0 million recorded |
| Q3 2025 | Net loss | $(8.9) million | Reflects restructuring and pivot costs |
| Oct 23, 2025 | Private placement closed | ~$110.7 million (cash, stablecoins, and BERA) | ~$24.3m net cash + ~$19.0m stablecoin; ~54.2m BERA held |
| Oct 23, 2025 | BERA holdings | ~54.2 million tokens | Company intends staking/yield management |
Related Party & Governance Considerations
- Prior Business operations and compensation for facilitating financing were disclosed; company states no Item 404(a) related-party transactions for Isenberg at appointment .
- Digital Assets Committee (independent directors Linton and Levy) oversees the treasury strategy; Isenberg appointed CIO pursuant to investor rights in the Subscription Agreements .
Compensation Structure Analysis
- Increased at-risk pay via 100% target bonus, split evenly between company financial metrics and individual goals, supports pay-for-performance if metrics are rigorously set and disclosed earlier in each fiscal year .
- Equity alignment primarily through advisory warrants subject to stockholder approval and vesting; immediate equity acceleration on termination or Change of Control may reduce retention friction but can weaken pay-for-performance if acceleration is broad .
- Anti-hedging policy permitting pledging presents alignment risk if used, though directors/officers are subject to a 180-day lock-up post-offering which tempers near-term selling pressure .
Risk Indicators & Red Flags
- Pledging permitted under insider policy (red flag for potential misalignment in stress scenarios) .
- Continued operation of a digital-asset trading Prior Business requires robust conflict oversight; disclosures are required but add execution and reputational risk if not tightly managed .
- Broad equity acceleration on termination/Change of Control (with carve-outs) could dilute performance linkage if triggered absent long-term value creation .
- Advisory warrant issuance to officers/directors requires stockholder approval under Nasdaq rules, reflecting heightened governance scrutiny around compensatory structures tied to the crypto treasury pivot .
Investment Implications
- Alignment: A high at-risk bonus and sizable advisory warrant exposure (footnote referencing 520,833 shares) indicate material equity linkage, but acceleration provisions and pledging allowances soften discipline around long-term performance .
- Retention: 12 months cash severance plus COBRA and pro-rated bonus create reasonable downside protection; arbitration/indemnification reduce personal legal risk, and continuation of Prior Business may limit switching costs—retention depends more on treasury strategy success than comp mechanics .
- Trading signals: 180-day lock-up reduces near-term insider selling pressure; subsequent behavior will hinge on advisory warrant vesting, stockholder approvals, and BERA treasury disclosures (staking yields, governance, risk controls) .