Starlett Carter
GrowGenerationAbout Starlett Carter
Independent director of GrowGeneration Corp. (GRWG) since April 25, 2024; age 42 as of the 2025 proxy. Harvard Law School J.D. and University of Texas at Austin BBA (with honors). Background spans corporate law, governance, M&A, operations, and DEI leadership across major law firms and startups; currently serves in strategic advisory roles. Tenure on GRWG’s board ~1.0 year as of April 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weil, Gotshal & Manges LLP | Attorney | 2006–2014 | Complex corporate matters, transactions, governance |
| Sidley Austin LLP | Counsel | 2014–2017 | Senior legal counsel responsibilities |
| Hudson Advisors (Lone Star Funds) | Senior Associate Counsel | 2017–2018 | Corporate transactions, risk, governance |
| Kanarys, Inc. | Co‑founder, Director, COO, General Counsel | 2018–2022 | Built DEI tech platform; operational strategy |
| Legal Aid of Northwest Texas | Director; Chair (2017–2019) | 2013–2022 | Nomination Committee; Audit & Finance Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 10mK LLC | General Counsel & Strategic Consultant | Current | Corporate strategy advisory |
| Egon Zehnder (Dallas) | Leadership Advisor & Consultant | Current | Executive/leadership advisory |
Board Governance
- Independence: Determined independent under Nasdaq rules; serves on all three committees (Audit, Compensation, Governance) .
- Committee assignments: Member of Audit, Compensation, Governance; no chair roles (Audit Chair: Eula Adams; Compensation & Governance Chair: Stephen Aiello) .
- Attendance: Board held 9 meetings in FY2024; no director attended <75% of board or committee meetings (Carter was a director during that period) .
- Lead Independent Director: Eula Adams appointed under Board policy due to combined CEO/Chair roles (Darren Lampert) .
- Cyber/ESG oversight: Cyber risk primarily via Audit; ESG oversight via Governance Committee .
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Cash retainer | $14,364 | Standard $2,000/month for non-employee directors; partial year due to April 2024 start |
| Equity grant (RSUs/Stock) | $41,800 | Immediately vesting restricted stock units awarded in 2024; grant-date fair value |
| Total | $56,164 | Sum of cash and equity; no other compensation disclosed |
Director compensation program aims to be competitive and align interests via equity mix; Audit Committee Chair receives an additional 5,000 shares (not applicable to Carter) .
Performance Compensation
| Performance-Linked Elements | Status |
|---|---|
| Director performance-based pay or metrics | None disclosed for directors; equity grants immediately vest |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Carter .
- Related-party transactions or interlocks: None disclosed; Company states no transactions >$120,000 with directors; Item 404(a) confirms none for Carter at appointment .
Expertise & Qualifications
- Legal/Governance: Nearly two decades in corporate law, governance, M&A, risk management .
- Operations/Strategy: Executive operational leadership (COO/GC) at Kanarys; strategic consultant roles .
- DEI & Culture: Led DEI-focused initiatives and workplace culture programs .
- Education: Harvard Law School (J.D.), UT Austin (BBA, honors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Starlett Carter | 20,000 | <1% | Beneficial ownership per 2025 proxy |
| Director Ownership Guidelines | Minimum equal to lesser of 25,000 shares or 100% of annual cash retainer | Policy applies to directors; compliance status not disclosed |
Insider trading policy includes anti-hedging and anti-pledging restrictions .
Insider Filings/Trades
| Item | Date | Detail |
|---|---|---|
| Form 3 (Initial statement of beneficial ownership) | May 8, 2024 | Filed late relative to April 25, 2024 appointment as insider |
Governance Assessment
- Strengths
- Independent director serving on Audit, Compensation, and Governance committees; enhances oversight breadth .
- Attendance at least 75% in FY2024; Board met 9 times; Audit 5; Compensation 2; Governance 2—indicates engagement .
- No related-party transactions; clear related-party policy administered by Governance Committee .
- Ownership alignment mechanisms: share ownership guidelines; anti-hedging/pledging; clawback for incentive pay (executive policy) .
- Watch items / RED FLAGS
- Late Form 3 filing (administrative lapse); not uncommon but noted for compliance monitoring .
- Equity for directors immediately vests, with no performance conditions—alignment relies on share exposure rather than long-term vesting .
- Combined CEO/Chair structure persists; mitigated by formal Lead Independent Director role and fully independent committees .
Committee Assignments Snapshot
| Director | Audit | Compensation | Governance |
|---|---|---|---|
| Eula Adams | Chair | Member | — |
| Stephen Aiello | Member | Chair | Chair |
| Starlett Carter | Member | Member | Member |
Board determined Adams, Aiello, Carter are independent; Adams designated “audit committee financial expert” .
Notes on Board Signals Relevant to Investors
- Shareholder feedback led to: adoption of director/exec ownership guidelines; equity grant timing policy; clawback; broader performance-based elements for executives in 2025; internal control remediation—signals responsiveness and improving governance architecture (though primarily executive compensation-related) .
- No legal proceedings or sanctions disclosed for directors in past ten years .
Overall, Carter’s independent status, committee coverage, and attendance support board effectiveness; compliance processes are improving across GRWG, with a minor late Form 3 noted. The lack of director performance-based equity and the combined CEO/Chair construct remain governance considerations, partially offset by the Lead Independent Director structure and independent committees .