Dawn Wilson Barnes
About Dawn Wilson Barnes
Independent director at Green Thumb Industries (GTBIF), age 58, serving since 2023 and resident in Georgia, USA. Barnes is President and Founder of Aurora Bay Capital (since April 2004), with prior roles in private finance and wealth management at J.P. Morgan Securities and Goldman Sachs, and earlier audit experience at Honeywell; she passed the Uniform CPA Examination (Minnesota). Education: BBA in Accounting (University of Michigan); MBA in Finance and Entrepreneurial Management (Wharton); holds Series 7, 63, 66, 79, and 50 registrations and is a Registered Representative of Young America Capital, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurora Bay Capital | President & Founder | Since Apr 2004 | Institutional marketing/consulting for firms seeking growth capital |
| J.P. Morgan Securities, Inc. | Private Finance / Equities Division | Not disclosed | Financial services career foundation |
| Goldman Sachs & Co. | Vice President, Investment Management Division | Not disclosed | Managed $2B multi-asset portfolios in Private Wealth Management |
| Honeywell, Inc. | Corporate Financial Audit Dept. | Not disclosed | Financial/operational audits across U.S. and Europe; passed CPA exam in Minnesota |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Young America Capital, LLC | Registered Representative | Current | Holds Series 7, 63, 66, 79, 50 |
| None (public-reporting issuers) | — | — | Company discloses none of its directors currently serve on other reporting issuers |
Board Governance
- Independence: Determined independent under NYSE and Canadian NI 58-101 rules .
- Committee assignments: Audit Committee member; identified as financially literate . Not a committee chair (Audit Chair is Richard Reisin; Compensation Chair is Jeffrey Goldman) .
- Attendance and engagement: Board held six meetings in 2024; all directors attended at least 75% of applicable Board and committee meetings; all current Board members attended the 2024 annual meeting (June 12, 2024) . Audit Committee held seven meetings in 2024 .
- Board leadership: CEO Benjamin Kovler serves as Chair (combined role) .
- Ethics and conflicts: Code of Ethical Business Conduct overseen by Audit Committee; directors must disclose conflicts and refrain from voting on conflicted matters . Related party transactions are reviewed by Audit Committee per policy .
Fixed Compensation
| Component | Structure | Barnes 2024 Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000, paid quarterly | $75,000 |
| Committee chair fees | $65,000 Audit Chair; $50,000 Compensation Chair | Not applicable (not a chair) |
| Equity compensation | $175,000 annual fully-vested RSUs, paid quarterly | $175,000 (four grants of $43,750: Mar 1, Jun 1, Sep 1, Dec 1, 2024) |
| Meeting fees | None disclosed | None |
Performance Compensation
Directors do not have performance-based pay; equity awards for directors are fully vested RSUs and not tied to metrics . For governance context, the company’s 2024 executive annual bonus metrics (used for NEOs, not directors) were:
| Metric | Threshold (85% of Target) | Target | Maximum (115% of Target) | 2024 Result | Payout Factor |
|---|---|---|---|---|---|
| Revenue (50% weighting) | $935M | $1,100M | $1,265M | $1,137M | 113.5% |
| Adjusted EBITDA (50% weighting) | $281M | $330M | $380M | $370M | 177.0% |
| Total Company Performance | — | 100% | — | — | 145.3% |
Key plan guardrails: payout capped at 200% of target; revenue and Adjusted EBITDA equally weighted; qualitative individual assessment layered on top .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None (per company disclosure for all directors) |
| Interlocks / shared boards with competitors/suppliers/customers | None disclosed for Barnes |
| Prior public-company boards | Not disclosed for Barnes |
Expertise & Qualifications
| Area | Details |
|---|---|
| Education | BBA, Accounting (University of Michigan); MBA, Finance & Entrepreneurial Management (Wharton) |
| Credentials | Passed Uniform CPA Exam (Minnesota); Series 7, 63, 66, 79, 50 registrations |
| Technical expertise | Audit/accounting; finance; financial reporting; strategic planning; operating/management |
| Industry exposure | Cannabis industry governance; capital markets experience |
| Notable | Managed $2B portfolios at Goldman Sachs; founded Aurora Bay Capital |
Equity Ownership
| Holder | Subordinate Voting Shares | Multiple Voting Shares | Super Voting Shares | Total Capital Stock | % of Total Capital Stock | % Voting Capital Stock |
|---|---|---|---|---|---|---|
| Dawn Wilson Barnes | 42,811 | — | — | 42,811 | <1% | <1% |
Notes:
- No stock options, RSUs, or warrants scheduled to vest within 60 days for Barnes (table shows none) .
- Company prohibits hedging, pledging, or short sales; insider trading policy reinforces restrictions .
- Awards under the 2018 Stock and Incentive Plan are subject to clawback per company policy and applicable law .
Governance Assessment
- Board effectiveness: Barnes adds finance, audit, and capital markets rigor to the Audit Committee; she is deemed financially literate and independent, supporting robust financial oversight . Audit Committee met seven times in 2024, and all directors met at least the 75% attendance threshold—indicative of engagement .
- Alignment and incentives: Director pay tilts toward equity via quarterly, fully-vested RSUs ($175K), plus conservative cash retainer ($75K), creating ongoing share ownership but without performance conditions; beneficial ownership stands at 42,811 shares (<1%) .
- Conflicts/related party exposure: Related party transactions disclosed involve other insiders (e.g., leases with entities linked to prior director Wendy Berger; Agrify transactions linked to CEO Benjamin Kovler); no transactions or indebtedness disclosed involving Barnes—reducing conflict risk .
- Risk indicators: Company prohibits hedging/pledging; awards subject to clawbacks; no director indebtedness; Section 16 compliance reported timely—positive governance signals .
- Structural consideration: Combined Chair/CEO role persists, concentrating leadership; mitigated by independent audit oversight and presence of multiple independent directors including Barnes .
RED FLAGS: None specific to Barnes disclosed (no related-party transactions, indebtedness, or attendance issues). Structural risk persists at the board level via combined Chair/CEO role and dual-class voting structure, though these are broader to GTBIF rather than Barnes individually .