Benjamin Kovler
About Benjamin Kovler
Benjamin Kovler founded Green Thumb Industries Inc. (GTI) in 2014, has served as Chairman since 2014, and as Chief Executive Officer from 2014–2017 and since August 2018. He is 46 and holds a BA in philosophy, politics and economics from Pomona College and an MBA in accounting and finance from the University of Chicago . In 2024, GTI delivered Revenue of $1,137M and Adjusted EBITDA of $370M under bonus plan metrics, and reported Net Income of $73.1M in the pay-versus-performance table . GTI’s TSR value-of-$100 measured in the proxy was $84.33 for 2024, with prior-year values shown below, highlighting sector volatility and the company’s emphasis on Adjusted EBITDA and Revenue for linking pay to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Green Thumb Industries Inc. | Founder, Chairman; CEO (2014–2017; 2018–present) | 2014–present | Founding leadership; strategic capital management and growth execution; industry thought leadership . |
| GTI | CEO | 2014–2017; 2018–present | Led capital management plan, debt refinancing, strategy for beverages/hemp-derived products in 2024 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agrify Corporation | Interim CEO and Chairman; principal executive; interim CFO until Mar 24, 2025 | Nov 2024–present | Strategic leadership amid brand/licensing transactions; public filings and capital structure oversight . |
| Springbig, Inc. | Director | Jan 2018–Dec 2022 | Cannabis marketing platform governance; industry network . |
| The Cann + Botl Company | Director | Dec 2020–Dec 2022 | Cannabis-infused beverage strategy insights . |
| Invest For Kids (non-profit) | Co-founder | 2009–present | ~$23M raised for youth; network and civic profile . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $345,013 | $345,013 | $345,013 |
| Special Recognition Bonus ($) | $0 | $0 | $300,000 (Nov 1, 2024) |
| Annual Bonus Target (% of Salary) | 200% | 200% | 250% |
| Annual Bonus Paid ($, Non-Equity Incentive Plan) | $545,652 | $627,719 | $1,225,569 |
Notes:
- In 2024, the Compensation Committee raised bonus targets acknowledging relatively low base salaries; total earned amounts capped at 200% of target .
Performance Compensation
| Incentive | Metric | Weight | Threshold | Target | Max | Result | Payout Factor | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Revenue | 50% | $935M | $1,100M | $1,265M | $1,137M | 113.5% | Cash paid; RSU above-target waived due to cash/repurchase plans |
| 2024 Annual Bonus | Adjusted EBITDA | 50% | $281M | $330M | $380M | $370M | 177.0% | Cash paid; RSU above-target waived |
| 2024 Annual Bonus | Total Company Performance | — | — | — | — | — | 145.3% | Cash paid |
| 2024 Annual Equity Awards | Options | — | — | — | — | — | — | Option vests one-third annually over 3 years |
| 2024 Annual Equity Awards | RSUs | — | — | — | — | — | — | RSUs vest one-third annually over 3 years |
| 2024 Special Retention Award | RSUs | — | — | — | — | — | — | One-time RSUs vest 1/3 on each of first three anniversaries of grant date (Nov 1, 2024) |
Additional design features include no payouts if both metrics fall below threshold; interpolated payouts between thresholds; and steeper payout gradients above 105% achievement up to 115% .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 15, 2025) | Amount | Alignment/Risk Notes |
|---|---|---|
| Subordinate Voting Shares owned | 714,868 | Represents 0.3% of SV shares; part of total beneficial ownership . |
| Super Voting Shares owned | 143,254 (69.3% of SVS class) | 34.0% of total voting capital stock; outsized voting control . |
| Total capital stock beneficially owned | 15,040,268 (6.3% of total capital) | Significant equity stake; multiple classes with differential voting . |
| Policy on hedging/pledging | Prohibited; no hedging, pledging, or short sales permitted | Reduces misalignment/forced sales risk. |
| Stock ownership guidelines | Not disclosed for executives in proxy | — |
Outstanding and 2024 Grants (selected for Benjamin Kovler):
| Grant Date | Instrument | Count/Exercise | Expiry | Vesting | Market/Grant Value |
|---|---|---|---|---|---|
| 8/30/2018 | Options (exercisable) | 50,000 @ $11.28 | 8/30/2028 | Legacy terms | — |
| 3/27/2020 | Options (exercisable) | 81,521 @ $6.55 | 3/27/2025 | Legacy terms | — |
| 4/1/2021 | Options (exercisable) | 34,153 @ $29.68 | 4/1/2026 | Legacy terms | — |
| 4/1/2022 | Options (exercisable/unexercisable) | 58,843 / 29,422 @ $19.10 | 4/1/2029 | One-third annually | — |
| 7/1/2022 | Options (exercisable) | 38,759 @ $7.98 | 7/1/2029 | Legacy terms | — |
| 4/1/2023 | RSUs (unvested) | 14,931 | — | One-third annually | $233,678 market value |
| 4/1/2023 | Options (exercisable/unexercisable) | 55,555 / 111,111 @ $7.59 | 4/1/2030 | Legacy terms | — |
| 4/1/2024 | RSUs (unvested) | 10,695 | — | One-third annually | $87,378 market value |
| 4/1/2024 | Options (unexercisable) | 80,910 @ $14.96 | 4/1/2031 | One-third annually | $639,998 grant date FV |
| 11/1/2024 | RSUs (special retention) | 750,000 | — | Vest 1/3 annually | $7,717,500 grant date FV |
Vesting and Exercise Activity (2024):
| Metric | Value |
|---|---|
| Options exercised (shares/value) | 57,311 / $749,199 |
| RSUs vested (shares/value) | 7,466 / $111,691 |
Implications:
- The 750,000 RSU retention grant creates ~250,000 RSUs vesting annually on Nov 1, 2025/2026/2027, a potential supply overhang if sold; policy prohibits hedging/pledging, mitigating alignment concerns .
Employment Terms
- At-will employment; no minimum base salary guarantees; executives sign “Confidentiality, Non-Compete, Non-Solicitation, Non-Disparagement and Invention Assignment Agreement” with a one-year post-termination non-compete and non-solicit, IP assignment, and arbitration requirement .
- Retirement: eligible to participate in Vision Management Services, LLC 401(k); no discretionary matching to date .
Termination and Change-in-Control:
- RSU and Option awards fully vest upon death or if terminated without cause within 12 months following a change in control (double trigger). Vested options remain exercisable for original term .
- Committee retains broad discretion to vest/cash-out/assume awards in corporate transactions; repricing of underwater options prohibited without shareholder approval .
Estimated Incremental Benefits (as of 12/31/2024; share price $8.17):
| Event | Stock Options ($) | RSUs ($) |
|---|---|---|
| Change-in-control + job loss (not for cause) | $68,889 | $6,367,898 |
| Death | $68,889 | $6,367,898 |
Clawback:
- All awards subject to recovery under company clawback policy and applicable law/stock exchange rules .
Board Governance
Board Service and Structure:
- Kovler is Chairman and CEO; Board leadership reviewed periodically and deemed appropriate at present .
- Director independence: four current directors are independent under NYSE/Canadian rules (Barnes, Nadelmann, Reisin, Ross). Goldman not independent until July 2025 due to prior consulting relationship .
- Board held six meetings in 2024; all directors attended at least 75% of applicable meetings; all directors attended the 2024 AGM .
Committees:
- Compensation Committee: Jeffrey Goldman (Chair since Jun 12, 2024), Ethan Nadelmann, Hannah (Buchan) Ross; held six meetings in 2024; oversees executive compensation and Stock & Incentive Plan .
- Audit Committee: Richard Reisin (Chair; “financial expert”), Barnes, Goldman, Ross; independent status as disclosed .
Director Compensation (non-employee directors):
- Program: $75,000 annual cash retainer; $65,000 Audit Chair and $50,000 Compensation Chair retainers (cash or immediately vested RSUs at election); $175,000 annual fully-vested RSUs; paid quarterly .
Dual-role implications:
- CEO + Chairman concentrates authority and may reduce the structural independence of board oversight; the company mitigates with independent directors and committee structures. Kovler is not independent; no Lead Independent Director is disclosed, and nominations handled by full Board (no separate nominating committee) .
Compensation & Incentives Details (Three-Year View)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $345,013 | $345,013 | $345,013 |
| Bonus ($) | $0 | $0 | $300,000 |
| Stock Awards ($) | $0 | $169,993 | $7,877,497 |
| Option Awards ($) | $999,989 | $679,997 | $639,998 |
| Non-Equity Incentive ($) | $545,652 | $627,719 | $1,225,569 |
| Total ($) | $1,890,654 | $1,822,722 | $10,388,077 |
2024 Grants detail:
| Grant | RSUs (#/$) | Options (#/Exercise/$) |
|---|---|---|
| Annual Award (Apr 1, 2024) | 10,695 / $159,997 | 80,910 @ $14.96 / $639,998 |
| Special Retention (Nov 1, 2024) | 750,000 / $7,717,500 | — |
Company Performance Metrics (context for pay-for-performance)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($) | $75,436,000 | $11,978,000 | $36,267,000 | $73,083,000 |
| Adjusted EBITDA ($) | $307,834,000 | $311,478,000 | $325,839,000 | $371,318,000 |
| TSR: $100 Investment Value | $228.29 | $94.50 | $120.12 | $84.33 |
| Peer Group TSR: $100 Value (Cresco, Curaleaf, Trulieve, Verano) | $119.75 | $46.02 | $43.79 | $14.94 |
Bonus Metric Outcomes (2024):
| Metric | Result | Outcome |
|---|---|---|
| Revenue ($) | $1,137M | Above target (payout 113.5%) |
| Adjusted EBITDA ($) | $370M | Above target (payout 177.0%) |
| Total Company Performance | — | 145.3% payout |
Risk Indicators & Red Flags
- Hedging/pledging/short sales prohibited; reduces misalignment signals and deleveraging risk .
- Options repricing prohibited without shareholder approval; mitigates shareholder-unfriendly practices .
- Double-trigger only change-in-control vesting; no single-trigger acceleration; no tax gross-ups disclosed; limited perquisites .
Compensation Peer Group (for TSR comparator)
Cresco Labs Inc., Curaleaf Holdings, Inc., Trulieve Cannabis Corp., Verano Holdings Corp. were used as the peer group in the pay-versus-performance table .
Equity Overhang & Insider Selling Pressure
- 2024 vesting/exercise: 57,311 options exercised ($749,199) and 7,466 RSUs vested ($111,691) by Kovler .
- Retention RSUs: 750,000 granted (one-time) vest in equal thirds over 3 years (Nov 1, 2025/2026/2027), potentially adding ~250,000 shares per year to tradable float upon vesting, depending on tax withholding and sales; above-target RSU requirement for 2024 bonus was waived and paid fully in cash .
Governance Independence and Board Service History
- Kovler is Chairman and CEO; Board concluded leadership structure appropriate; independent directors form the majority and chair committees; Goldman becomes independent in July 2025 .
- Board and committee activity: six Board meetings in 2024; Compensation Committee met six times; Audit Committee composition disclosed, with Reisin designated “financial expert” .
Investment Implications
- High variable pay mix (83% of Kovler’s target compensation) tied to Revenue and Adjusted EBITDA indicates pay-for-performance orientation; 2024 payout of 145.3% reflects strong operating execution, supporting alignment but introduces cash payout flexibility that may reduce equity-based retention effects in strong cash environments .
- Significant voting control (34% of voting capital via Super Voting Shares) and 6.3% total capital ownership provide strong founder alignment and control, but dual CEO/Chair role and lack of a disclosed Lead Independent Director present governance concentration risks .
- One-time 750,000 RSU retention grant vests over three years, enhancing retention but creating potential selling pressure at each anniversary; hedging/pledging prohibitions mitigate alignment concerns, and double-trigger CIC terms limit windfall risks .
- Change-in-control economics are predominantly equity acceleration (no single-trigger; limited severance), with estimated RSU value ~$6.37M under the proxy’s price assumption; options repricing is prohibited, reducing shareholder risk .