Michael C. Howe
Greenlane HoldingsAbout Michael C. Howe
Michael C. Howe (age 73) is an independent director of Greenlane Holdings, Inc. (GNLN), appointed to the Board on December 31, 2024 and standing for re‑election in 2025; his Board tenure began in 2025 per the company’s nominee table . He is a consumer/healthcare operator who led MinuteClinic’s rapid national expansion (from 19 to 530 clinics) and subsequent sale to CVS, and co‑founded The Good Clinic; earlier roles include Procter & Gamble, PepsiCo, and Arby’s, with business and accounting degrees from the University of Minnesota Duluth and four years of service in the U.S. Air Force . The Board has affirmatively determined he is “independent” under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MinuteClinic (CVS) | CEO, led national expansion | Joined June 2005; sale to CVS Sept 2006; remained through Sept 2008 | Expanded from 19 to >530 clinics; executed sale to CVS with ~6x investor return |
| The Good Clinic | Co‑founder; CEO | Not disclosed (post‑2008) | Developed brand foundation and initial expansion |
| Procter & Gamble | Various leadership roles | Not disclosed | Consumer brand operating experience |
| PepsiCo | Various leadership roles | Not disclosed | Consumer brand operating experience |
| Arby’s | Leadership role | Not disclosed | Fast‑food operations experience |
External Roles
| Organization/Activity | Role | Tenure | Notes |
|---|---|---|---|
| Startups/Early‑stage companies | Angel investor, board member | Post‑Sept 2008; not disclosed | Supported 11 groups to successful financial exits |
Board Governance
- Independence: The Board designated Howe as an independent director under Nasdaq/SEC standards .
- Committees: Howe is a member of the Audit Committee and chairs the Compensation Committee; all standing committees are fully independent .
- Board leadership and independence: Separate Chair (Donald Hunter) and CEO; independent directors meet regularly in executive session .
- Meetings and attendance: The Board met 21 times in 2024, with each director then serving attending at least 100% of applicable Board and committee meetings .
- Committee activity levels: Audit Committee met 6 times in 2024; Compensation Committee met 2 times in 2024 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Independent Director base annual fee (cash) | $60,000 | FY2024 | Paid quarterly to independent directors generally |
| Committee chair fee (cash) | $16,000 | FY2024 | For chairing Board or committee; paid quarterly |
| 2024 cash paid to Howe | $0 | FY2024 | Appointed Dec 31, 2024; no 2024 fees per table |
| Howe chair fee going forward | $16,000 | From appointment | Company states Howe “will receive” a base annual fee of $16,000 paid quarterly (context: chair compensation) |
No director meeting fees are standard; certain directors received additional fees for attending meetings exceeding 10 designated Board meetings (not applicable to Howe in 2024) .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise/Strike | Term/Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options (2019 Plan) | Oct 23, 2025 | 315,000 options to Howe | $3.84 per share | Not disclosed; plan options must be ≤10 years | Granted with broader 3,000,000‑option issuance to directors, officers, employees, and consultants |
Performance metrics tied to director equity awards or vesting conditions were not disclosed in the proxy; the plan allows various award types, but specific director PSU/RSU performance conditions were not provided .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Howe in the 2025 proxy .
- Interlocks: No related party transactions or advisor warrant participation disclosed for Howe; advisory warrants are directed to certain advisors and specific directors (Linton, Levy) and the CIO, not Howe .
Expertise & Qualifications
- Consumer/brand operator with health services innovation (MinuteClinic), scaling and go‑to‑market expertise; founder experience at The Good Clinic .
- Broad consumer goods and QSR background (P&G, PepsiCo, Arby’s) .
- Finance/operations literacy suitable for Audit/Compensation committee responsibilities; board designated committee independence .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Michael C. Howe | Not listed in the principal stockholders table | N/A | No individual line item provided; table lists other directors/officers and >5% holders as of Oct 28, 2025 |
Option holdings: Howe was granted 315,000 options on Oct 23, 2025 at $3.84; exercisability/vesting not disclosed .
Governance Assessment
- Committee influence and independence: Howe chairs the Compensation Committee and sits on Audit, placing him at the center of pay policy and financial oversight; committees are fully independent, which is positive for governance .
- Attendance and engagement: Board met frequently (21 meetings in 2024) with full attendance by serving directors, signaling active oversight; Howe’s 2024 appointment at year‑end implies engagement will be assessed from 2025 onward .
- Pay alignment and dilution risk: A large option grant (315,000) to Howe occurred alongside a broader 3,000,000‑option issuance and an evergreen provision that lifts the share reserve to 15% of outstanding, increasing potential dilution and placing more emphasis on equity‑linked incentives; investors should monitor pay‑for‑performance calibration and grant sizing over time .
- Conflicts/related‑party review: No Howe‑specific related‑party transactions disclosed; the Audit Committee reviews and approves related‑person transactions under a formal policy, mitigating conflict risk .
- RED FLAG — Anti‑hedging/pledging: The insider trading policy prohibits short sales and derivatives but permits pledging for margin accounts subject to policy compliance, which many investors view as a misalignment risk if pledging is used; no Howe‑specific pledging disclosed, but the allowance is a governance negative .
- Digital assets oversight concentration: A new Digital Assets Committee (established Oct 2025) is chaired and comprised by investor‑nominated directors, and the company adopted a treasury policy to hold BERA as a primary reserve asset—this introduces governance/strategy complexity and potential influence dynamics outside Howe’s committees; monitor interactions across committees and controls .
Section 16 compliance: Company reports directors/officers satisfied filing requirements for FY2024—no delinquent reports noted .
Fixed Compensation (Detail Table)
| Metric | FY2024 | Notes |
|---|---|---|
| Independent Director base annual fee (cash) | $60,000 | Paid quarterly; applies generally |
| Committee Chair fee (cash) | $16,000 | Paid quarterly; applies to chairs |
| Howe cash compensation | $0 | No 2024 cash per director table |
Performance Compensation (Detail Table)
| Metric | 2025 | Notes |
|---|---|---|
| Option grant (shares) | 315,000 to Howe | Part of 3,000,000 total options issued Oct 23, 2025 |
| Exercise price | $3.84 per share | Set at prior day’s closing price |
| Term | ≤10 years (plan limit) | Specific grant expiration not disclosed |
| Vesting schedule | Not disclosed | Plan supports various award types/terms |
Potential Conflicts or Related‑Party Exposure
- No transactions disclosed involving Howe; related‑party transactions must be vetted by the Audit Committee under a written policy .
- Advisory warrant issuances and investor governance rights were granted to certain advisors/directors (not Howe), with board composition and digital asset oversight influenced by Polychain nominations; monitor cross‑committee checks and independence .
Signals for Investors
- Equity‑heavy grants and an expansive evergreen plan elevate dilution risk; oversight discipline at the Compensation Committee (chaired by Howe) will be critical to align pay with performance and manage share usage .
- Allowance of pledging under insider policy is a governance weakness; consider engagement to tighten anti‑pledging/hedging provisions .
- Digital asset treasury and committee structure can add volatility and governance complexity; ensure robust controls and cross‑committee coordination (Audit/Compensation/Nominating) .