Michael Salaman
GrowGenerationAbout Michael Salaman
Michael Salaman, 62, is President and a Director of GrowGeneration, serving since the company’s inception in 2014 (tenure ~11.1 years). He holds a B.B.A. in business from Temple University (1986) and has a background in sales/marketing, digital media, and consumer products, including serving as CEO/Chair and President at Skinny Nutritional Corp. (2010–2014 CEO/President; Chair 2002–2014) . Company pay-versus-performance data show cumulative TSR of approximately -87% (2024), -81% (2023), and -70% (2022) since 12/31/2021, with net losses of $49.5M in 2024 (driven by ~$15.7M goodwill impairment); CAP analysis and SCT totals indicate restrained pay in the downcycle . He is a co-founder executive director; the Board is chaired by the CEO, with a Lead Independent Director charter to mitigate dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Media Corp. | VP, Business Development | 1985–1993 | Infomercial marketing expertise; commercialization and distribution skillset |
| Consultant | Consultant | 1993–1995 | Advisory/strategy roles bridging marketing and product distribution |
| American Interactive Media, Inc. | Founder/Operator (digital media/Web TV/ISP) | 1995–2001 | Product/technology commercialization; go-to-market in emerging consumer tech |
| American Interactive Media, Inc. | Principal Officer; marketing/distribution pivot | 2002–2005 | Strategic repositioning to enhanced water; brand-building capabilities |
| Skinny Nutritional Corp. | Chairperson | 2002–2014 | Board leadership; brand strategy and governance |
| Skinny Nutritional Corp. | CEO & President | 2010–2014 | Operational leadership; consumer product category growth initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skinny Nutritional Corp. | Chair; CEO & President | Chair: 2002–2014; CEO/President: 2010–2014 | Consumer brand stewardship; executive governance in CPG |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 493,031 | Reduced, reflecting downcycle cost discipline |
| 2024 | 493,214 | Below market per Compensation Committee commentary |
| 2025 (contract terms) | 500,000 | Per 2-year agreement effective Jan 1, 2025 |
| Year | All Other Compensation ($) | Composition |
|---|---|---|
| 2023 | 27,145 | Benefits incl. 401(k) match (plan match in 2023; stopped in 2024) |
| 2024 | 6,786 | Benefits; 401(k) match discontinued company-wide in 2024 |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA (annual plan) | Not disclosed | Not disclosed | Not disclosed | 166,500 (paid Mar 2025) | Annual cash; paid Mar 2025 |
| 2024 | Same-store sales (annual plan) | Not disclosed | Not disclosed | Not disclosed | Included in 166,500 | Annual cash |
| 2024 | Fleet emissions reduction program (non-financial goal) | Not disclosed | Program establishment | Not disclosed | Included in 166,500 | Annual cash |
| 2024–2026 | Proprietary brand sales as % of total sales (long-term cash) | Not disclosed | Not disclosed | In-progress | Not disclosed | 3-year performance period |
| 2025 plan | Adjusted EBITDA; revenue; compliance metrics | Not disclosed | Not disclosed | N/A | N/A | Annual plan for FY2025 |
| Year | Stock Awards ($) | Grant Detail | Vesting Schedule |
|---|---|---|---|
| 2023 | 785,000 | 200,000 RSUs per corrected agreement; initial clerical error at 100,000 then amended Jun 15, 2023 to 200,000 | 50,000 every Jun 15/Dec 15 through Dec 2024 |
| 2024 | 426,000 | 200,000 RSUs per employment agreement | 50,000 every Jun 15/Dec 15 through Dec 2026 |
| RSU Tranche Dates | Shares Vesting |
|---|---|
| Jun 15, 2023 | 50,000 |
| Dec 15, 2023 | 50,000 |
| Jun 15, 2024 | 50,000 |
| Dec 15, 2024 | 50,000 |
| Jun 15, 2025 | 50,000 |
| Dec 15, 2025 | 50,000 |
| Jun 15, 2026 | 50,000 |
| Dec 15, 2026 | 50,000 |
Notes:
- Options: No options granted to NEOs in 2023 or 2024 (option awards column; company-wide options minimal outstanding) .
- Target bonus: 50% of base; max 100% per employment agreements and annual plan design .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Ownership % of SO | Composition |
|---|---|---|---|
| Michael Salaman (President & Director) | 1,828,522 | 3.07% (SO = 59,490,781 shares) | 1,728,522 direct + 50,000 charitable trust; excludes 387,441 spousal trust (disclaimed) |
Alignment Policies:
- Insider trading policy includes anti-hedging and anti-pledging; stock ownership guidelines; incentive compensation clawback policy .
- Director-employees receive no separate director compensation (equity/cash) .
- Equity program relies primarily on time-based RSUs, creating biannual vest-related liquidity windows (June 15/Dec 15) .
Employment Terms
| Agreement Effective Date | Term | Base | Target Bonus | Max Bonus | Equity Grant | Vesting | Severance |
|---|---|---|---|---|---|---|---|
| Jan 1, 2023 (entered Sept 1, 2022; corrected Jun 15, 2023) | 2 years | $500,000/year | 50% of base | 100% of base | 200,000 RSUs (corrected from 100,000) | Equal tranches Jun 15/Dec 15 over two years | 3 months if terminated without Cause |
| Jan 1, 2025 (entered Sept 30, 2024) | 2 years | $500,000/year | 50% of base | 100% of base | 200,000 RSUs | Equal tranches Jun 15/Dec 15 during term | 6 months if terminated without Cause |
Other Terms:
- Compensation committee oversight; clawback administration; committees composed entirely of independent directors .
- No change-in-control economics disclosed in the cited sections; no tax gross-ups disclosed in SCT/compensation narrative .
Board Governance
- Service: Director since 2014; nominee for re-election at 2025 annual meeting .
- Committee roles: None; committees consist entirely of independent directors (Audit, Compensation, Governance) .
- Attendance: Board held 9 meetings in 2024; no director attended less than 75% of Board/committee meetings .
- Independence: Board majority independent; independent directors are Eula Adams, Stephen Aiello, and Starlett Carter; as President, Salaman is not independent .
- Board leadership: CEO also serves as Chair; Lead Independent Director charter implemented (Lead Independent Director: Eula Adams) to mitigate dual-role concentration .
- Director compensation (non-employee): $2,000/month cash; 20,000 shares of common stock; Audit Chair receives extra 5,000 shares; employee directors receive no director pay .
Compensation Structure Analysis
- Mix shift and discipline: 2023–2024 show heavy RSU use and no option grants; RSU grant sizes for CEO/President standardized at 200,000 with biannual vesting, emphasizing retention alignment while limiting option risk .
- Cash incentives reintroduced: No annual plan payout in 2023 (negative Adjusted EBITDA); 2024 payout of $166,500 reflects multi-metric design (Adjusted EBITDA, same-store sales, non-fin goals) .
- Below-market base salaries: Committee notes CEO/President salaries below market; views low retention risk due to founder commitment .
- Clawback/anti-pledging: Codified policies indicate pay-for-performance guardrails and alignment practices .
- Consultant usage: No compensation consultants in 2024; Committee retains authority to hire/fire and assess independence .
Investment Implications
- Alignment and potential selling pressure: Founder-level ownership (3.07%) and biannual RSU vesting cycles (June 15/Dec 15) are key trading dates; expect potential increased liquidity/selling around vest events absent 10b5-1 disclosures in the materials cited .
- Pay-for-performance calibration: 2024 bonus tied to multi-factor metrics amid industry downturn signals tighter discipline versus 2023; long-term cash tied to proprietary brand mix could influence merchandising and margin strategy through 2026 .
- Retention risk modest: Two-year agreements with six-month severance (2025 terms) and below-market salaries suggest founder commitment; clawback and anti-pledging further align incentives .
- Governance watchpoints: CEO as Chair remains a concentration of power; presence of Lead Independent Director and fully independent committees partially mitigates independence concerns; employee-director status means Salaman is not independent .
- Performance context: Negative TSR and 2024 net loss (with impairment) frame execution risk and the importance of proprietary brand mix and EBITDA turnaround targets highlighted in incentives .