William Levy

About William Levy

William Levy is an Independent Director of Greenlane Holdings, Inc. (GNLN) and chairs the Nominating & Corporate Governance Committee. He is the CEO and Director of WP Labs Inc. and previously co-founded Virgin Gaming, SLANG WORLDWIDE INC., and Frequency Advisors, Inc.; he served as President of SLANG WORLDWIDE until 2020 and has led corporate strategy and technology-focused ventures . The Board affirmed his independence under Nasdaq and SEC rules; he joined the Board in 2025 at age 44 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Levy (along with Linton, Howe, Hunter) is independent under Nasdaq and SEC rules .
• Committee assignments:
  • Chair, Nominating & Corporate Governance Committee
  • Member, Digital Assets Committee
• Audit and Compensation committees: Not a member; Audit chaired by Donald Hunter; Compensation chaired by Michael C. Howe .
• Board structure and engagement: Separate Chair/CEO roles; independent directors meet regularly in executive session; the Nominating & Corporate Governance Committee coordinates Board and committee self-evaluations (chaired by Levy) .
• Attendance: In FY 2024 the Board met 21 times; directors then serving attended 100% of applicable meetings. Levy’s appointment was in 2025; attendance expectations include Annual Meeting attendance .

Fixed Compensation

• Independent Director base annual fee: $60,000 (FY 2024), paid quarterly .
• Chair fees: $16,000 for Board/committee chairs (FY 2024), paid quarterly .
• Meeting fees: Additional cash for attending more than 10 Board meetings (e.g., $10,000 for Hunter, $5,000 for LoCascio and Persofsky in FY 2024; prior board cohort) .

Performance Compensation

• Equity plan increase: The Board proposed an amendment to increase the 2019 Equity Incentive Plan to 3,000,000 shares; options were approved and issued on October 23, 2025 to select directors/executives (not including Levy), with a $3.84 strike price .
• Advisory Warrants: In connection with the October 2025 Offering and digital asset treasury strategy, the Company agreed to issue Advisory Warrants (aggregate up to 5,264,757 shares) to advisors including certain directors (Mr. Linton, Mr. Levy, and Mr. Isenberg), subject to stockholder approval; warrants have $0.01 exercise price, 10-year term, beneficial ownership limits, and are exercisable only upon stockholder approval with vesting/forfeiture terms .
• Strategic Advisory Warrant to Levy: Form 3 shows Levy was granted a Strategic Advisory Warrant for 520,833 shares at $0.01, becomes exercisable six months after issuance (04/23/2026), expires 04/23/2036; held indirectly via Plus 34 Holdings Inc.; granted as compensation for advisory services in connection with the October 2025 PIPE .

Other Directorships & Interlocks

• No other public company directorships are explicitly disclosed for Levy in the proxy; roles disclosed are in private companies/ventures (WP Labs, Frequency Advisors, SLANG WORLDWIDE INC., Virgin Gaming) .

Expertise & Qualifications

• Technology and consumer software leadership (WP Labs) and cannabis CPG operations (SLANG) .
• Strategy and corporate governance experience; Chair of Nominating & Corporate Governance Committee .
• Digital assets oversight via committee membership supporting treasury, risk, valuation, and internal controls .

Equity Ownership

• Principal stockholders table lists Levy and indicates less than 1% beneficial ownership; excludes 520,833 shares underlying Strategic Advisory Warrants not exercisable within 60 days of the record date .
• Indirect holding structure: Securities held by Plus 34 Holdings Inc.; Levy is sole director and may be deemed beneficial owner (disclaims except to extent of pecuniary interest) .

Insider Trades

Governance Assessment

• Committee leadership and independence: Levy is independent and leads the Nominating & Corporate Governance Committee, strengthening Board process oversight and self-evaluation; his Digital Assets Committee role positions him over emerging treasury, valuation, and control risks in crypto assets .
• Compensation and alignment: As an independent director, cash fees are modest ($60,000 base; $16,000 chair), supporting traditional pay-for-service alignment . However, receipt of advisory/strategic warrants creates equity-linked upside beyond typical director compensation, potentially diluting alignment with broad shareholder interests if warrants are not clearly tied to measurable outcomes and robust conflict controls .
• Related-party/conflict controls: Transactions with related persons must be reviewed by the Audit Committee per policy; Advisory/Financing proposals require shareholder approval under Nasdaq rules, mitigating change-of-control and equity compensation risks .
• Capital structure and dilution risk: If pre-funded warrants and advisory warrants are approved and exercised, dilution is substantial (e.g., 25,294,068 pre-funded warrant shares; Advisory Warrants up to 5,264,757 shares), materially impacting existing holders and the Board’s composition and committees per Subscription Agreements .

RED FLAGS

• Director receives Strategic/Advisory Warrants in connection with financing and treasury strategy (potential conflict of interest, compensation beyond standard director equity framework; reliance on shareholder approval under Nasdaq 5635(c)) .
• Material dilution from the Offering (pre-funded warrants equal ~1,824% of pre-offering shares), plus Advisory Warrants, with new board appointment rights tied to investors (governance and control risk) .
• Indirect warrant holding via Plus 34 Holdings Inc. introduces complexity in beneficial ownership transparency (though footnote addresses disclosure and pecuniary interest) .