Gregory Sanders
GrowGenerationAbout Gregory Sanders
Gregory Sanders, age 36, is Chief Financial Officer of GrowGeneration (since August 2022) and previously served nearly five years as Vice President and Corporate Controller. He began his career at Enterprise Holdings (2008), then held accounting roles at Arrow Electronics (2014–2015) and Machol & Johannes LLC (2015–2018). He holds a B.S. in Accounting from the University of Minnesota . Company performance during his tenure has been challenged: cumulative TSR from 12/31/2021 was -70% in 2022, -81% in 2023, and -87% in 2024, with net losses of $163.7M (2022), $46.5M (2023), and $49.5M (2024) and Adjusted EBITDA of $(16.7)M, $(5.6)M, and $(14.5)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GrowGeneration | Vice President & Corporate Controller | ~2017–2022 | Led accounting/finance; prepared for CFO succession |
| Machol & Johannes LLC | Director of Accounting | 2015–2018 | Led accounting, finance, HR, and admin functions |
| Arrow Electronics | Accounting Manager | 2014–2015 | Managed accounting for a large public distributor |
| Enterprise Holdings | Multiple roles incl. Accounting Manager | 2008–2014 | Progressively responsible roles at a large private company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $335,833 | $359,746 |
| Target Bonus (% of salary) | 50% target; 100% max (annual plan) | 50% target; 100% max (annual + long-term cash plans) |
| Actual Cash Bonus ($) | $0 (negative Adjusted EBITDA) | $117,000 (paid March 2025) |
| Other Compensation ($) | $23,134 (benefits) | $9,670 (benefits) |
| Total Reported Pay ($) | $753,767 | $486,417 |
Key governance notes:
- Executive cash bonuses in 2023 paid $0 due to negative Adjusted EBITDA under the annual plan .
- 2024 introduced both annual and long-term cash incentive programs alongside continued cost control measures .
Performance Compensation
Annual and Long-Term Cash Incentives
| Year | Metrics | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| 2022 | Gross Profit; Adjusted EBITDA; Cash from Operations | 40%; 40%; 20% | Company-set | Not detailed by NEO | Framework depicts multi-metric design |
| 2023 | Adjusted EBITDA (enterprise) | 100% | Positive Adj. EBITDA | $0 payout (negative Adj. EBITDA) | Single-metric for nimble response to industry pressure |
| 2024 | Adjusted EBITDA; Same-store sales; Environmental fleet emissions goal | Not disclosed | Company-set | $117,000 to Sanders (paid Mar 2025) | 3-year long-term cash plan tied to proprietary brand mix also launched |
Equity Awards and Vesting
| Award | Grant Date | Size | Vesting | Value/Notes |
|---|---|---|---|---|
| RSUs (superseding 2022 grant) | 6/15/2023 | 180,000 | 30,000 shares each six months beginning 6/15/2023; biannual vesting on 6/15 and 12/15 through 12/15/2025 | 2023 grant-date fair value $394,800 |
| RSUs (prior CFO agreement) | 8/9/2022 | 90,000 | Biannual over 3 years; 75,000 unvested canceled when 2023 agreement signed | Superseded by 6/15/2023 grant |
| RSUs (Controller) | 1/5/2022 | 15,000 | Annual through 12/2025 | Discretionary award |
| Stock Options | Legacy | 20,000 @ $3.84; exp. 10/14/2024 | Exercisable; expired/none outstanding by 12/31/2024 | Option inventory cleared by YE 2024 |
Detailed vesting schedule (180,000 RSUs, biannual 30,000):
- 6/15/2023: 30,000
- 12/15/2023: 30,000
- 6/15/2024: 30,000
- 12/15/2024: 30,000
- 6/15/2025: 30,000
- 12/15/2025: 30,000
Equity Ownership & Alignment
| Metric | 2024 (Record Date 4/22/2024) | 2025 (Record Date 4/21/2025) |
|---|---|---|
| Beneficial Ownership (shares) | 94,465* | 151,615* |
| Ownership % of Outstanding | <1% | <1% |
| Options Exercisable | 20,000 (vested) | — |
| RSUs Vesting Within 60 Days | Not broken out | Not broken out |
Breakdown and activity:
- 2024 year-end unearned RSUs: 120,000; options: 20,000 (exercisable); additional small tranches of unvested RSUs 2,500 and 7,500 .
- 2024 vesting realized: 66,250 shares vested, $137,313 value (closing price on vest dates) .
- 2024 year-end unearned RSUs declined to 63,750 with market value $107,738 at $1.69 closing price (12/31/2024) .
- Anti-hedging and anti-pledging policy applies to executives; no pledging reported .
Stock ownership guidelines:
- Executives must attain and maintain the lesser of 50,000 shares or 50% of base salary (CEO/President: 100,000 shares or 50% of salary) . Sanders’ reported holdings exceed 50,000 shares as of 2025 .
Employment Terms
| Provision | Details |
|---|---|
| CFO Employment Agreement (effective 6/15/2023) | Base salary $325,000 per year, increasing 10% annually on August 16; annual performance cash bonus target 50% and max 100% of then-current base; 180,000 RSUs vesting equally on 6/15 and 12/15 over three years beginning 6/15/2023; severance of 3 months if terminated without “Cause” . |
| Prior CFO Agreement (8/11/2022) | Base $325,000 with 10% annual increase; target bonus 50% (max 100%); $50,000 sign-on cash bonus; 90,000 RSUs (biannual over 3 years) plus annual additional award of similar value; 3 months’ severance if terminated without “Cause”; superseded by 6/15/2023 agreement . |
| Change-in-Control (Equity Plan) | Double-trigger acceleration: if a change-in-control occurs and the executive is involuntarily terminated or demoted with pay reduction within 3 months before to 12 months after, all outstanding options/RSUs accelerate at target; restrictions on restricted stock lapse . |
| Clawback Policy | Adopted per Exchange Act Section 10D and Nasdaq standards; no restatements triggering recovery reported . |
| Insider Trading & Equity Grant Policies | Anti-hedging/anti-pledging; grant timing aligned to avoid material nonpublic info issues; prohibits option backdating/repricing; minimum vesting periods set (180 days) . |
Compliance note:
- Late Form 4 filings were disclosed for executives, including Greg Sanders, related to a 12/15/2023 share issuance (filed 12/27/2023) .
Compensation Structure vs Performance Metrics
- Annual plan metrics have included Adjusted EBITDA (core), same-store sales, and environmental compliance (vehicle emissions), with bonuses zeroed out in 2023 due to negative Adjusted EBITDA and resumed in 2024 with multi-metric design and a long-term cash plan tied to proprietary brand mix .
- Equity shifted toward RSUs with added performance-vesting components beginning in 2025; plans prohibit repricing/backdating, include minimum vesting periods, and employ double-trigger CIC protection to avoid windfalls .
Compensation Mix and Trends
| Component | 2023 | 2024 | Direction/Comment |
|---|---|---|---|
| Cash Salary | $335,833 | $359,746 | Up modestly per agreement escalator |
| Annual Cash Bonus | $0 (negative Adj. EBITDA) | $117,000 | Reinstated under multi-metric plan |
| Equity Awards | $394,800 (grant-date fair value) | — (no new Sanders equity in 2024) | 2023 award superseded 2022 grant |
| Options | Legacy option position; expiring 10/14/2024 | None outstanding by YE 2024 | Options not repriced |
Equity Ownership & Alignment Details
| Detail | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Unearned RSUs (count) | 120,000 | 63,750 |
| Vested RSUs in year (count; value) | 66,250; $201,000 | 66,250; $137,313 |
| Options (exercisable) | 20,000 @ $3.84 exp. 10/14/2024 | — |
Ownership guidelines and pledging:
- Executives have share ownership guidelines (50k shares or 50% of salary minimum for non-PEO NEOs) .
- Anti-hedging and anti-pledging policy mitigates misalignment risk; no pledging disclosed .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (since 12/31/2021, index) | -70 | -81 | -87 |
| Net Income (Loss) ($000) | $(163,747) | $(46,496) | $(49,510) |
| Adjusted EBITDA ($000) | $(16,693) | $(5,554) | $(14,501) |
Board/compensation governance improvements relevant to executive incentives:
- Added minimum vesting, anti-repricing/backdating, double-trigger CIC, and expanded share authorization in 2024; included performance-vesting in 2025 equity .
- Broader shareholder engagement led to governance and compensation changes (lead independent director; ownership guidelines; clawback; plan reforms) .
- Operational initiatives: share repurchase program authorization ($6M 10b5-1), internal control remediation via third-party CPA and internal audit function .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited by policy; none disclosed .
- Option Repricing: Prohibited; no repricing reported in 2023–2024 .
- Legal Proceedings: None disclosed for executives over past 10 years .
- Section 16 Compliance: Late Form 4 filings in 2023 noted for executives, including Sanders (12/27/2023) .
- Change-of-Control Acceleration: Double-trigger mechanic mitigates single-trigger windfall risk .
Compensation Peer Group (Benchmarking Context)
Peer references used in prior Compensation Committee analyses included: Hydrofarm Holdings, e.l.f. Beauty, Funko, Quotient Technology, Duluth Holdings, Central Garden & Pet, Ollie’s Bargain Outlet, and At Home Group (pre-acquisition) .
Investment Implications
- Alignment and risk controls: Anti-pledging/hedging, clawback, minimum vesting, and double-trigger CIC structure reduce pay-for-failure risks; Sanders’ equity stake (>50k shares) and biannual vesting support ongoing alignment but create predictable selling windows that may impact liquidity around vest dates .
- Pay-for-performance: 2023 zero bonus underscores discipline; 2024 multi-metric and long-term cash plan payout indicates improved operational traction despite still negative Adjusted EBITDA. Continued emphasis on Adjusted EBITDA and proprietary brand mix provides measurable levers for future payouts .
- Retention risk: Modest base with 10% escalator, limited severance (3 months), and regular biannual vesting through 2025 concentrate value in equity and performance cash, balancing retention with shareholder alignment; absence of excessive CIC cash severance reduces change-of-control arbitrage risk .
- Trading signals: Biannual RSU vest dates (6/15 and 12/15) plus policy-driven trading windows may correlate with predictable insider activity and incremental float; monitor Form 4s around vest dates and earnings cycles to gauge selling pressure .