Bret Kravitz
About Bret Kravitz
Bret Kravitz is General Counsel and Secretary at Green Thumb Industries (GTBIF), appointed January 1, 2023 after serving as Chief Corporate Counsel since 2017. He holds a finance degree from the University of Colorado, an MBA from the University of Denver, and a JD from Lewis & Clark Law School; prior roles include attorney positions at Dickinson Wright PLLC and Baker Hostetler LLP . Company performance tied to executive pay in 2024: revenue of $1.1B (+8% YoY) and Adjusted EBITDA of $371M (+14% YoY), with cash from operations of ~$195M, informing NEO compensation outcomes . Age: 45 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Green Thumb Industries | Chief Corporate Counsel | 2017–2022 | Led legal work on acquisitions, partnerships, capital raises; built compliance architecture . |
| Green Thumb Industries | General Counsel & Secretary | 2023–Present | Oversees legal, regulatory, licenses; leads strategic legislative/legal initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dickinson Wright PLLC | Attorney | Not disclosed | Corporate legal practice; experience leveraged for in-house counsel effectiveness . |
| Baker Hostetler LLP | Attorney | Not disclosed | Corporate/legal experience supporting GTI’s transactions and compliance . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $310,000 (as of Apr 1, 2024); increased to $335,000 annualized effective Dec 1, 2024 . |
Performance Compensation
Annual Bonus Mechanics (2024)
| Metric | Weighting | Threshold | Target | Maximum | Result | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue | 50% | $935M | $1,110M | $1,265M | $1,137M | 113.5% |
| Adjusted EBITDA | 50% | $281M | $330M | $380M | $370M | 177.0% |
| Total Company Performance Payout Factor | — | — | 100% | 200% | — | 145.3% |
Key design features: payout determined by company and qualitative individual performance; amounts above target capped at 200%; above-target was to be paid in fully-vested RSUs, but the Committee paid all-cash given strong cash balances and share repurchases .
Individual Bonus Targets and Outcomes
| Year | Target Bonus % of Salary | Target ($) | Earned ($) | % of Target Earned |
|---|---|---|---|---|
| 2023 | 70% | $225,000 | $214,568 | 95.4% |
| 2024 | 85% | $263,500 | $365,316 | 138.6% |
Individual performance highlights (2024): led multiple complex legal transactions; culture of compliance leadership; managed legal/regulatory budgets and litigation; safeguarded licenses; represented GTI on strategic legislative initiatives; developed legal team strengths .
Equity Awards Detail (Grants and Vesting)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| RSU (Annual) | 4/1/2024 | 10,026 | — | $149,989 | 1/3 each on 4/1/2025, 4/1/2026, 4/1/2027 . |
| Stock Option (Annual) | 4/1/2024 | 75,853 | $14.96 | $599,997 | 1/3 each on first three anniversaries . |
| RSU (Special Retention) | 11/1/2024 | 300,000 | — | $3,087,000 | 1/3 each on 11/1/2025, 11/1/2026, 11/1/2027 . |
| RSU (Annual) | 4/1/2023 | 32,938 | — | $249,999 | 1/3 each on first three anniversaries . |
| Stock Option (Annual) | 4/1/2023 | 61,274 | $7.59 | $249,998 | 1/3 each on first three anniversaries . |
| RSU (Promotion) | 1/1/2023 | 25,423 | — | $224,994 | 1/3 each on first three anniversaries . |
| Stock Option (Promotion) | 1/1/2023 | 46,972 | $8.85 | $224,996 | 1/3 each on first three anniversaries . |
2024 exercises/vests: 9,374 options exercised ($132,957 realized); 20,762 RSUs vested ($279,076) .
2025 LTI change: Committee added a cash element equal to 25% of aggregate LTI, vesting 50% at six months and 50% at 18 months post-grant, to improve retention and engagement amid depressed share price .
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Security Class | Number Beneficially Owned | % of Class | Total Capital Stock Beneficially Owned |
|---|---|---|---|
| Subordinate Voting Shares | 298,038 | <1% | — |
| Multiple Voting Shares | 302 | <1% | — |
| Super Voting Shares | — | — | — |
| Total | 328,238 | — | 328,238 |
Includes options/RSUs exercisable or vesting within 60 days: stock options 132,083 for Mr. Kravitz .
Insider trading policies: hedging, pledging, and short sales are prohibited; insiders are barred from short selling or hedging GTI securities .
Outstanding Equity and Vesting (12/31/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Unvested RSUs (#) | Notes |
|---|---|---|---|---|
| Options (4/1/2021, $29.68) | 7,470 | — | — | — . |
| Options (4/1/2022, $19.10) | 5,192 | 2,596 | — | — . |
| Options (7/1/2022, $7.98) | 19,379 | — | — | Vested half at 6 and 18 months . |
| Options (1/1/2023, $8.85) | 15,657 | 31,315 | — | — . |
| Options (4/1/2023, $7.59) | 20,424 | 40,850 | — | — . |
| Options (4/1/2024, $14.96) | — | 75,853 | — | — . |
| RSUs (1/1/2023) | — | — | 16,949 | — . |
| RSUs (4/1/2023) | — | — | 21,959 | — . |
| RSUs (4/1/2024) | — | — | 10,026 | — . |
| RSUs (11/1/2024, Special Retention) | — | — | 300,000 | 3-year ratable vest . |
Employment Terms
- At-will employment; no minimum base salary contracts; NEOs subject to “Confidentiality, Non-Compete, Non-Solicitation, Non-Disparagement and Invention Assignment Agreement.” Non-compete and non-solicit covenants apply for one year post-termination; disputes resolved via arbitration .
- Change-in-control: double-trigger acceleration; all unvested equity vests upon change-in-control and employment loss within 12 months (other than for cause). Death also accelerates all unvested equity .
- Estimated incremental benefits (as of 12/31/2024, at $8.17 SVS price): Options $25,327; RSUs $2,875,495 for Mr. Kravitz, in either CIC+termination or death scenario .
- Perquisites: none >$10,000 in 2024 .
- Clawbacks, tax gross-ups: proxy highlights “What We Do Not Do” including no gross-ups and no repricing; hedging/pledging prohibited . Clawback specifics not disclosed.
Compensation Structure Analysis
- Shift toward higher variable pay: For NEOs, emphasis on bonus tied to Revenue and Adjusted EBITDA with payout variability; 2024 payout factor of 145.3% for company performance .
- Increased bonus leverage: Kravitz’s target bonus raised from 70% (2023) to 85% of salary (2024), with target $263,500 and earned $365,316 .
- Equity-heavy retention: One-time Special Retention RSUs of 300,000 units granted on 11/1/2024, vesting over three years, to strengthen retention .
- Introduction of cash LTI in 2025: 25% cash component with 6- and 18-month vest tranches increases guaranteed compensation and near-term liquidity for executives amid depressed share price .
- Governance practices: double-trigger CIC vesting; no hedging/pledging; no repricing; limited perquisites; pay design balances cash and equity .
Performance & Track Record
- 2024 company outcomes underpinning pay: revenue $1.1B (+8% YoY), Adjusted EBITDA $371M (+14% YoY), cash from operations ~$195M, share repurchases $43M; strong results despite price compression .
- Individual achievements (2024): leadership on complex legal transactions; compliance and license protection; budget/litigation management; strategic legislative representation; team development .
Compensation Committee Analysis
- Composition: Jeffrey Goldman (Chair, from June 12, 2024), Ethan Nadelmann, Hannah (Buchan) Ross .
- Meetings: six in 2024 .
- Benchmarking: no formal peer benchmarking or consultant engagement in 2024; reviewed public disclosures for market context .
Equity Ownership & Alignment Indicators
- Ownership level: <1% of Subordinate Voting Shares; total beneficial ownership 328,238 shares (including multiple voting shares), indicating moderate “skin in the game” relative to total outstanding .
- Upcoming vesting supply: material RSU tranches scheduled annually on 11/1 (2025–2027) and 4/1 (2025–2027), which may create periodic selling pressure upon vesting settlements .
- Policy alignment: prohibition on hedging and pledging reinforces alignment with shareholder risk .
Investment Implications
- Retention supported by large multi-year RSU schedules (300,000 special retention units plus 2023–2024 RSUs), but creates observable windows for potential insider selling pressure around 11/1 and 4/1 annual vest dates .
- Pay-for-performance linkage is clear: 2024 bonus outcomes were formulaically tied to Revenue and Adjusted EBITDA with a 145.3% corporate payout factor; Kravitz’s earned bonus was 138.6% of target, reflecting strong execution .
- Governance mitigants: double-trigger CIC vesting, prohibition on hedging/pledging, no gross-ups or repricing reduce red-flag risk typical in small/mid-cap issuers .
- Cash LTI introduction (25% with short-dated vesting) improves near-term retention but marginally weakens equity-alignment vs prior years; monitor 2025 award sizing and vest dates for cumulative cash/equity mix drift .
- Ownership remains <1% of SVS; alignment relies more on unvested equity exposure and option upside than large outright holdings—investors should track changes in beneficial ownership and Form 4 activity around vest/exercise events .