Stephen Aiello
GrowGenerationAbout Stephen Aiello
Stephen Aiello (age 64) is an independent director of GrowGeneration, serving since 2014 (tenure ~11.0 years). He chairs both the Compensation Committee and the Nominating & Corporate Governance Committee and is a member of the Audit Committee, bringing capital markets and cannabis/real estate investing experience; he holds a B.A. in Psychology (Ithaca College) and an MBA (Fordham University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montgomery Securities | Partner; managed institutional sales & trading desk | 1986–2001 | Capital markets execution; institutional relationships |
| 033 Asset Management | Trader responsible for day‑to‑day portfolio trading | 2001–2003 | Long/short equity trading discipline |
| Jones and Company | Partner | 2004–2008 | Operating leadership experience |
| Private investor (cannabis & real estate) | Principal investor | 2008–present | Sector expertise; real estate portfolio oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under Nasdaq rules |
| Committee assignments | Audit (Member), Compensation (Chair), Governance (Chair) |
| Lead Independent Director | Eula Adams currently serves as LID |
| Board size & structure | 5 directors; annual elections; CEO also Chair (combined) |
| Executive sessions | Independent directors hold sessions without management, as deemed appropriate |
Board meetings and attendance:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held (count) | 6 | 9 |
| Director board meeting attendance | All directors ≥75% | All directors ≥75% |
| Committee attendance (on served committees) | All directors ≥75% | All directors ≥75% |
Committee activity:
| Committee | Meetings FY 2023 | Meetings FY 2024 |
|---|---|---|
| Audit | 4 | 5 |
| Compensation | 2 | 2 |
| Governance | 1 | 2 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer (monthly $2,000) | $24,000 | $24,000 |
| Committee chair fees | Not specified (no cash chair fees disclosed) | Not specified (no cash chair fees disclosed) |
| Annual director equity grant | 20,000 shares of Common Stock | 20,000 shares of Common Stock (Audit Chair received +5,000 shares; not applicable to Aiello) |
| Stock awards (grant‑date fair value) | $58,800 | $41,800 (RSUs immediately vest) |
| Total director compensation | $82,800 | $65,800 |
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Director equity type | Time‑based restricted stock/RSUs (no performance metrics) | RSUs immediately vest (no performance metrics) |
| Options granted (director) | None disclosed for 2023 grants | None granted; Aiello held 16,666 vested options expiring May 11, 2025 |
| Equity plan safeguards | No option repricing/backdating; minimum vesting periods added to plan in 2024 | Second Restated 2018 Plan effective with anti‑repricing and minimum vesting features |
Note: Director equity awards are time‑based; performance metrics are applied to executive incentives, not director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed for Aiello (other directors listed separately) |
| Committee interlocks | None disclosed |
| Related party interlocks | None; no transactions >$120,000 involving directors/insiders disclosed for 2023–2024 |
Expertise & Qualifications
- Capital markets and institutional trading leadership; private investor in cannabis and real estate since 2008 .
- Governance leadership as Compensation Committee Chair and Governance Committee Chair; Audit Committee member .
- Education: BA Psychology (Ithaca College); MBA (Fordham University) .
Equity Ownership
| Metric | 2024 (Record Date: Apr 22, 2024) | 2025 (Record Date: Apr 21, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 572,729 | 692,729 |
| Ownership (% of outstanding) | <1% (noted “*”) | 1.16% |
| Direct shares | 394,977 | 514,977 |
| Trust/indirect holdings | 161,086 (Aiello Family Trust) | 161,086 (Aiello Family Trust) |
| Options (vested) | 16,666 | 16,666 (vested; expire May 11, 2025) |
| Shares pledged as collateral | None disclosed; anti‑pledging policy in Insider Trading Policy |
Ownership guidelines and alignment:
- Director stock ownership guidelines: minimum lesser of 25,000 shares or 100% of annual cash retainer amount .
- Compliance status: Aiello’s holdings substantially exceed the guideline threshold .
Insider Trades & Section 16
| Year | Filing | Detail |
|---|---|---|
| 2023 | Form 4 (late) | Aiello filed a Form 4 late on August 15, 2023 related to an August 10, 2023 share issuance |
| 2024 | Section 16 compliance | All reports timely filed for 2024, with the exception of Starlett Carter’s late Form 3; no Aiello exceptions listed |
Governance Assessment
- Committee leadership and governance responsiveness: As Compensation and Governance Chair, Aiello oversaw adoption of share ownership guidelines, an incentive compensation clawback policy, and plan features prohibiting option repricing/backdating with minimum vesting; the Board also added performance‑vesting components to executive equity and tightened equity award timing to mitigate MNPI concerns—positive for alignment and investor confidence .
- Independence and oversight: Independent director; all committees are fully independent; strong attendance across Board and committees supports engagement .
- Pay structure: Director compensation is modest cash plus equity; no meeting fees; equity is time‑based without performance metrics (common for directors); audit chair receives incremental equity, not applicable to Aiello .
- Ownership alignment: Material personal stake (1.16% in 2025) and long tenure; exceeds ownership guidelines; anti‑hedging/anti‑pledging policy further supports alignment .
- Conflicts and related‑party exposure: No related‑party transactions involving Aiello disclosed; related‑party policy administered by Governance Committee adds oversight .
- RED FLAGS to monitor:
- Late Form 4 in 2023 indicates a minor compliance lapse; no recurrence disclosed in 2024 .
- Combined CEO/Chair structure may elevate leadership concentration; mitigated by an active Lead Independent Director and fully independent committees .
Overall, Aiello’s committee leadership, independence, attendance, and significant share ownership are supportive of board effectiveness and alignment; policy enhancements and executive performance‑vesting strengthen pay‑for‑performance signals, while the isolated 2023 late filing warrants ongoing monitoring of Section 16 compliance .