Ethan Nadelmann
About Ethan Nadelmann
Ethan Nadelmann, 68, has served as an independent director of Green Thumb Industries (GTBIF) since April 2023 and resides in New York, USA . He is a long-time drug policy expert: founder and former executive director of the Drug Policy Alliance (2000–2017), previously led The Lindesmith Center (1994–2000), and was a politics and public affairs professor at Princeton University (1987–1994) . He hosts and executive produces the PSYCHOACTIVE podcast and holds a BA, JD, and PhD from Harvard University and a master’s in international relations from the London School of Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton University | Professor of politics and public affairs | 1987–1994 | Academic leadership and policy scholarship |
| The Lindesmith Center (Open Society Institute project) | Director | 1994–2000 | Led drug policy research and advocacy |
| Drug Policy Alliance | Founder; Executive Director | 2000–2017 | Oversaw ballot initiatives and legislative efforts on cannabis legalization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSYCHOACTIVE podcast | Founder, host, executive producer | Current | Public discourse on cannabis and drug policy |
| Open Society Foundations – International Harm Reduction Development | Co-founder; Advisory board member | Various periods | Strategy and harm reduction advocacy |
| OSF Global Drug Policy Program | Advisory board member | Various periods | Global drug policy guidance |
Board Governance
- Committee assignments: Compensation Committee member (committee currently chaired by Jeffrey Goldman; other members Hannah Ross) .
- Independence: The Board determined Mr. Nadelmann is independent under NYSE and Canadian rules (one of four independent directors) .
- Attendance and engagement: In 2024 the Board held six meetings; all directors attended at least 75% of applicable Board and committee meetings; all current directors attended the 2024 AGM .
- Years of service on this board: Director since 2023 .
- Board leadership context: CEO also serves as Chair; Board periodically reviews leadership structure .
Fixed Compensation
Director compensation program (effective December 1, 2022):
| Component | Annual Amount | Notes |
|---|---|---|
| Cash retainer | $75,000 | Paid quarterly |
| Equity (RSUs) | $175,000 | Fully vested RSUs, paid quarterly |
Mr. Nadelmann’s 2024 director compensation:
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Ethan Nadelmann | $75,000 | $175,000 | $250,000 |
Quarterly RSU grant-date fair values:
| Quarter | RSU Fair Value |
|---|---|
| March 1, 2024 | $43,750 |
| June 1, 2024 | $43,750 |
| September 1, 2024 | $43,750 |
| December 1, 2024 | $43,750 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance conditions tied to director pay | None disclosed; director RSUs are fully vested upon grant and not subject to performance metrics |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None; “None of our directors are presently directors of any other reporting issuer.” |
| Compensation committee interlocks | No interlocks for Mr. Nadelmann; committee members in 2024 were Berger (through June 12, 2024), Goldman (chair from June 12, 2024), Nadelmann, Ross; related party relationships noted for Wendy Berger (leases) and Goldman’s prior consulting ended in 2022 |
Expertise & Qualifications
- Cannabis industry and drug policy expertise; extensive advocacy leadership and public policy credentials .
- Operating and management experience from leading non-profit organizations and initiatives .
- The Board’s skills matrix flags him for independence, cannabis industry expertise, operating/management experience, CEO experience, and community/social impact; he is not flagged for finance/accounting expertise .
Equity Ownership
| Holder | Subordinate Voting Shares Beneficially Owned | % of Total Capital Stock | Voting % | Options/RSUs/Warrants within 60 days |
|---|---|---|---|---|
| Ethan Nadelmann | 36,434 | <1% (*) | <1% (*) | None reported (no options/RSUs/warrants within 60 days) |
- Insider trading policy prohibits short selling and hedging by insiders (which include directors) .
- No indebtedness to the company and no company-guaranteed loans to directors reported for 2024 .
- Related party transactions disclosed involve other directors/executives; none involve Mr. Nadelmann .
Governance Assessment
-
Strengths
- Independence and attendance: Independent director with at least 75% meeting attendance in 2024; attended AGM .
- Relevant domain expertise: Deep cannabis policy and advocacy background, aligning board oversight with GTI’s regulatory environment .
- Pay structure and alignment: Modest cash retainer complemented by fully vested RSUs; 2024 total $250k, consistent with program .
- Ownership: Direct beneficial ownership of 36,434 shares, providing some alignment; no options/warrants within 60 days; policy prohibits hedging .
- Oversight roles: Active on Compensation Committee; Board has related-party transaction review through the Audit Committee and a formal policy .
-
Watch items / potential risks
- Skills coverage: Not flagged for finance/accounting expertise in the Board matrix; he serves on the Compensation Committee where market benchmarking and pay governance are critical .
- External consultants: The Compensation Committee did not use an external compensation consultant or formal benchmarking in 2024, increasing reliance on internal judgment amid a complex sector .
- Board leadership: Combined CEO/Chair structure places greater importance on independent director oversight; continued monitoring of independent governance practices is warranted .
- Dual-class voting structure: Company-wide governance consideration (not specific to Nadelmann) with Super and Multiple Voting Shares affecting voting power distribution .
-
Red flags
- None identified specific to Mr. Nadelmann: no related-party transactions, no indebtedness, and compliance with insider trading restrictions noted .
Clawback: All awards under the Stock and Incentive Plan (including director RSUs) are subject to clawback pursuant to company policy and applicable law .