Darren Lampert
GrowGenerationAbout Darren Lampert
Darren Lampert (age 64) is Co-Founder, CEO, and Chairperson of GrowGeneration since inception (2014) with tenure of 11.1 years on the board. He holds a BS in business administration (Ithaca College, 1982) and a JD (Bridgeport University School of Law, 1985); admitted to practice law in New York in 1986 and before the U.S. District Courts for SDNY/EDNY . Company performance disclosures show cumulative TSR from 12/31/2021 to 12/31/2024 of -87%, with Adjusted EBITDA of -$14.5M in 2024, -$5.6M in 2023, and -$16.7M in 2022, highlighting industry headwinds and restructuring impacts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lampert & Lampert (law firm) | Founding member/attorney (securities litigation, NASD/FINRA compliance, arbitration, corporate finance) | 1986–1999 | Brings legal, regulatory, and securities expertise useful for capital markets and governance |
| Various broker-dealer firms | Portfolio manager and proprietary trader | 1999–2014 | Deep capital markets experience; informs M&A, financing and investor relations |
| Private investor | Private investor | 2010–2014 | Investment acumen; perspective on shareholder value creation |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed for Lampert outside GRWG | — | — | — |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $493,031 | $500,000 |
| Target Bonus % of base | 50% target; 100% max (per employment agreement) | 50% target; 100% max (per employment agreement) |
| Actual Performance Bonus Paid | $0 (2023 plan missed) | $166,500 (paid March 2025) |
| Stock Awards (grant-date fair value) | $785,000 | $426,000 |
| All Other Compensation | $20,117 | $0 |
| Total Compensation | $1,298,148 | $1,092,500 |
Notes:
- Base salaries for CEO and President were set below market during the downturn; committee assessed retention risk as low given founder commitment .
- Company paused 401(k) matching in 2024; 2023 matching described; perquisites minimal and broadly available to employees .
Performance Compensation
Annual and Long-Term Cash Incentives (Design and 2024 outcomes)
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Adjusted EBITDA; same-store sales; emission-reduction program (non-financial) | Not disclosed | Not disclosed | Achieved resulting in payout | $166,500 (CEO) | Paid March 2025 |
| Long-Term Cash Incentive (2024–2026) | Proprietary brand sales as % of total company sales | Not disclosed | Not disclosed | In progress | Not disclosed | Annual awards based on multi-year metrics |
Equity Incentives (RSUs)
| Grant | Grant Date | Type | Shares | Grant-Date FV | Vesting |
|---|---|---|---|---|---|
| 2023 Employment Agreement (corrected) | 6/15/2023 (effective 1/1/2023) | RSUs | 200,000 | Included in 2023 stock awards $785,000 (total) | Equal installments on 6/15 & 12/15 through Dec 2024 |
| 2024 Employment Agreement (for 2025–2026 term) | 9/30/2024 | RSUs | 200,000 | $426,000 | Equal installments on 6/15 & 12/15 during agreement term through Dec 2026 |
Additional detail:
- In 2024, Lampert had 100,000 RSUs vest (value realized $207,500) .
- Company did not grant stock options to NEOs in 2024 or 2023 .
Equity Ownership & Alignment
| Ownership element | Amount | As of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,739,313 | Record Date; includes 50,000 in a charitable trust; excludes 88,474 in spousal trust (disclaimed) |
| Percent of shares outstanding | 2.92% | Based on 59,490,781 shares outstanding |
| Unvested RSUs (equity incentive awards) | 200,000 | Market value $338,000 at 12/31/2024 ($1.69 close) |
| Options (exercisable/unexercisable) | None | No options outstanding for Lampert |
| Shares acquired on vesting (2024) | 100,000 | Value realized $207,500 |
Alignment policies:
- Share ownership guidelines apply to directors and executive officers; director minimum is lesser of 25,000 shares or 100% of annual cash retainer. Executive officer guideline details exist but director-specific threshold disclosed; reviewed annually .
- Anti-hedging and anti-pledging policy for directors, executive officers, and insiders .
- Equity award grant policy prohibits backdating/spring-loading; limits grants around blackout periods and material disclosures .
Employment Terms
| Term | 2023–2024 Agreements | 2025–2026 Agreements |
|---|---|---|
| Base salary | $500,000 per year | $500,000 per year |
| Target/Max annual bonus | 50% / 100% of base | 50% / 100% of base |
| RSU grant | 200,000 RSUs (corrected from initial 100,000) | 200,000 RSUs |
| Vesting cadence | Equal installments on 6/15 & 12/15 | Equal installments on 6/15 & 12/15 |
| Severance (termination without Cause) | 3 months | 6 months |
| Change-in-control (CIC) cash severance | None | None |
| CIC equity treatment | If awards not assumed/substituted, all unvested awards fully vest; RSUs/PSUs deemed achieved at target | If terminated without Cause or demoted with pay cut within 3 months before to 12 months after CIC, full vesting and target-level RSU/PSU achievement |
| Clawback policy | Incentive Compensation Recovery Policy under Exchange Act 10D/Nasdaq; no restatement-triggered recoveries in last year | |
| Indemnification & D&O insurance | Company indemnifies to max extent; D&O insurance during term + six years thereafter (employment agreement exhibit) |
Board Governance
- Dual role: Lampert serves as Chairperson and CEO; Board adopted a Lead Independent Director Charter and appointed Eula Adams as Lead Independent Director to mitigate independence concerns and strengthen oversight .
- Board composition: Five members; majority independent (Adams, Aiello, Carter) .
- Committees and chairs (all independent): Audit (Chair: Eula Adams), Compensation (Chair: Stephen Aiello), Governance (Chair: Stephen Aiello); Starlett Carter sits on all three .
- Meetings/attendance: Board held nine meetings in 2024; no director attended less than 75% of board or committee meetings .
- Director compensation: Employee directors (Lampert, Salaman) receive no separate director pay; non-employee directors receive $2,000/month plus equity grants (2024: 20,000 shares; Audit Chair +5,000) .
Director Compensation (Board, not Lampert)
| Director | Cash Fees | Stock Awards (FV) | Total |
|---|---|---|---|
| Eula Adams | $24,000 | $52,250 | $76,250 |
| Stephen Aiello | $24,000 | $41,800 | $65,800 |
| Starlett Carter (partial year) | $14,364 | $41,800 | $56,164 |
Compensation Committee Analysis
- Members: Stephen Aiello (Chair), Eula Adams, Starlett Carter .
- Consultant use: Committee has authority to hire/fire consultants; no consultants used in FY 2024 .
- Benchmarking: Reviews aggregated survey data; considers market medians (50th percentile) among several factors; no fixed percentile target policy .
- Program shifts: In response to shareholder engagement, added 2025 performance-based stock components and established short- and long-term cash incentive programs to strengthen pay-for-performance .
Say-on-Pay & Shareholder Feedback
- 2025 proposals include Say-on-Pay advisory vote; Board recommends FOR; emphasizes pay-for-performance alignment amid macro challenges .
- Shareholder engagement (post-2024 meeting) led to: $6M 10b5-1 share repurchase authorization, equity grant timing policy, ICFR remediation, and performance-based incentive enhancements .
Related Party Transactions & Risk Indicators
- Related-party transactions: None >$120,000 during period; formal policy overseen by Governance Committee .
- Legal proceedings: No reportable legal issues for directors/executives in past 10 years .
- Hedging/pledging: Explicitly prohibited for insiders .
- Option repricing/backdating: Prohibited; grant policy addresses blackout windows and material disclosures .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Loss (USD, thousands) | $(163,747) | $(46,496) | $(49,510) |
| Adjusted EBITDA (USD, thousands) | $(16,693) | $(5,554) | $(14,501) |
| Cumulative Company TSR since 12/31/2021 | -70 (to 12/31/2022) | -81 (to 12/31/2023) | -87 (to 12/31/2024) |
Narrative:
- Management cited industry downturn; restructuring, impairments and consolidation weighed on results; committee designed incentives around Adjusted EBITDA and operational goals to adapt to volatility .
Investment Implications
- Alignment improving: Founders accepted below-market salaries and added performance-based equity and cash programs; anti-hedging/pledging and clawbacks are in place, and RSU vesting cadence (semiannual, June/December) creates periodic supply considerations but no options outstanding for Lampert reduces forced-selling risk .
- Retention risk: Low per committee assessment given founder commitment; employment agreement now provides 6 months’ severance; no CIC cash, but equity accelerates if not assumed or upon qualifying termination around CIC—monitor for deal-related windfalls at target performance .
- Governance: CEO/Chair dual role is mitigated by a strong lead independent director and fully independent committees; attendance solid; continued shareholder engagement translating into compensation/governance upgrades .
- Trading signals: Upcoming RSU vest dates (6/15, 12/15) and vest volumes (2024 vesting was 100,000 shares) may create episodic liquidity; pay-versus-performance disclosures show negative TSR and Adjusted EBITDA—performance re-rating likely contingent on executing proprietary brand growth, store consolidation, and EBITDA improvement embedded in incentive metrics .