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Eula Adams

Lead Independent Director at GrowGenerationGrowGeneration
Board

About Eula Adams

Eula Adams (age 75) has served as an independent director of GrowGeneration since September 2021 and is the Board’s Lead Independent Director. He chairs the Audit Committee, sits on the Compensation Committee, and has been designated an “audit committee financial expert.” Mr. Adams is a CPA, holds a B.S. in Accounting from Morris Brown College, and an MBA from Harvard Business School; his board tenure was ~3.7 years as of April 29, 2025. He brings deep audit, accounting, and operating experience from prior executive roles at First Data (now Fiserv), StorageTek, and Sun Microsystems.

Past Roles

OrganizationRoleTenureCommittees/Impact
Touche Ross / Deloitte & ToucheAuditor → Audit Partner1972–1991Public company audit leadership; CPA credentials
First Data (now Fiserv)President, Merchant Services; President, Card Issuer Services; President, Teleservices1991–2003Scaled payments operations; P&L leadership
StorageTekSenior Vice President2004–2006Storage operations leadership (pre-acquisition)
Sun Microsystems (Storage Division)Senior Vice President2006–2008Post-acquisition storage leadership
Xcore CorporationChief Operating Officer2008–2013Operations leadership
Neuromonics, Inc.Chief Executive Officer and Director2013–2019CEO; board governance

External Roles

OrganizationRoleStatusNotes
White House Historical AssociationDirectorCurrentNon-profit board service
Transportation Commission of ColoradoCommissioner/DirectorCurrentPublic/commission governance
Harvest Health & Recreation Inc.DirectorFormerPublic company experience (cannabis)
Your Way Cannabis Brands Inc.DirectorFormerPublic company experience (cannabis)

Board Governance

  • Leadership: Combined CEO/Chair structure; Adams serves as Lead Independent Director with authority to liaise with management, set agendas with the Chair, call independent director sessions, and engage advisors.
  • Independence: The Board has a majority of independent directors; Adams is independent under Nasdaq rules.
  • Committees and roles:
    • Audit Committee: Chair (financial reporting, ICFR, auditor oversight, cybersecurity risk oversight). Met 5 times in FY2024.
    • Compensation Committee: Member. Met 2 times in FY2024.
    • Nominating & Corporate Governance Committee: Not a member. Met 2 times in FY2024.
  • Attendance: In FY2024 the Board met 9 times; no director attended fewer than 75% of Board or committee meetings on which they served.
  • Executive sessions and access: Independent directors conduct separate executive sessions as appropriate; directors have full access to management and advisors.
CommitteeAssignmentChairFY2024 Meetings
AuditMember [X] Yes 5
CompensationMember [X] No 2
Nominating & Corporate GovernanceNo 2

Fixed Compensation (Director)

Program structure for non-employee directors in FY2024:

  • Cash retainer: $2,000 per month ($24,000 per year).
  • Equity: 20,000 shares of Common Stock (immediately vesting RSUs) annually; Audit Chair received an additional 5,000 shares.
  • Reimbursement of reasonable travel and other meeting expenses.

FY2024 compensation for Eula Adams:

ComponentAmount
Fees Earned or Paid in Cash$24,000
Stock Awards (grant-date fair value)$52,250
All Other Compensation$0
Total$76,250

Note: Stock awards reflect immediately vesting RSUs valued per ASC 718 at grant; realized value depends on future stock price performance.

Performance Compensation (Director)

Performance ElementStructureFY2024 Detail
Performance-based equityNot used for directorsDirector grants were time-based, immediately vesting RSUs (no performance metrics)
Cash bonus metricsNot applicable to directorsNo director bonus program disclosed

Other Directorships & Interlocks

  • Current/Former public boards: Harvest Health & Recreation Inc.; Your Way Cannabis Brands Inc. (former).
  • Compensation Committee interlocks: None; all Compensation Committee members were independent, and none received consulting/advisory fees or were affiliates.
  • Related-party transactions: None >$120,000 involving directors, including Adams, were disclosed for the covered period.

Expertise & Qualifications

  • Financial expert: Identified by the Board as an “audit committee financial expert.”
  • Credentials: CPA; MBA (Harvard Business School); B.S. in Accounting (Morris Brown College).
  • Domain experience: Senior operating roles in payments, storage, and technology; CEO experience; extensive audit and financial reporting oversight.

Equity Ownership

HolderShares Beneficially OwnedOwnership %Notes/Breakdown
Eula Adams102,870 <1% 77,870 shares owned directly; 25,000 shares owned by The Eula Adams Trust
  • Ownership guidelines: Directors must attain/maintain the lesser of 25,000 shares or 100% of the annual cash retainer amount; the policy is reviewed at least annually.
  • Based on reported beneficial ownership (102,870 shares), Adams exceeds the 25,000-share guideline threshold.
  • Hedging/pledging: Company policy prohibits hedging and pledging by directors and insiders.
  • Section 16(a) compliance: No filing delinquencies noted for Adams in 2024 (one late Form 3 was for another director).

Governance Assessment

  • Positives:

    • Lead Independent Director with robust authorities, enhancing independent oversight under combined CEO/Chair structure.
    • Audit Committee chair and designated financial expert; committee met 5x and oversees ICFR, auditor independence, risk, and cybersecurity.
    • Strong attendance (≥75%) and active committee structure with all-independent membership.
    • Meaningful personal share ownership (102,870 shares) and director ownership guidelines support alignment; anti-hedging/pledging policy further aligns interests.
    • No related-party transactions disclosed involving Adams; committee interlocks/affiliate concerns absent.
  • Watch items / potential red flags:

    • Combined CEO/Chair persists; while mitigated by Adams’ Lead Independent Director role, some investors prefer an independent Chair.
    • Director equity grants were immediately vesting RSUs in 2024, which may reduce long-term retention incentives versus multi-year vesting; offset by ownership guidelines.
    • ICFR: Company remediated material weaknesses for its core business but noted ongoing issues in the Storage Solutions reporting segment; as Audit Chair, Adams’ continued oversight is critical.