Hannah (Buchan) Ross
About Hannah (Buchan) Ross
Hannah (Buchan) Ross, age 31, has served as an independent director of Green Thumb Industries (GTBIF) since September 2023; she resides in California. She is COO of Edie Parker (since 2022) and Partner at Beehouse LLC (since 2017), with prior interim CEO experience at Lowell Herb Co. and an investment banking start at Goldman Sachs. She holds a BA, magna cum laude, from the University of Pennsylvania and is a Forbes 30 Under 30 (2022), bringing finance, capital markets, cannabis industry, and operating expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edie Parker | Chief Operating Officer | 2022–present | Led growth initiatives in fashion/cannabis lifestyle brand |
| Beehouse LLC | Partner | Dec 2017–present | Cannabis-focused investing; capital markets perspective |
| Lowell Herb Co. | Interim Chief Executive Officer | Sep 2020–Feb 2021 | Operating leadership in cannabis CPG |
| Goldman Sachs | Investment Banking Division (early career) | Not disclosed | Foundation in finance and analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beehouse Justice Initiative | Board member | Since Sep 2019 | Non-profit focused on harms of cannabis prohibition |
| Edie Parker Foundation | Board member | Since Sep 2022 | Non-profit; social impact in cannabis |
None of GTI’s directors currently serve as directors of any other reporting issuer (public company), reducing interlock risk .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (Comp Committee held six meetings in FY2024) .
- Chair roles: Not a chair; Audit chaired by Richard Reisin; Compensation chaired by Jeffrey Goldman (chair as of June 12, 2024) .
- Independence: Determined independent under NYSE and Canadian NI 58-101; Audit Committee lists her as independent and financially literate .
- Attendance and engagement: Board held six meetings in FY2024; all directors attended at least 75% of applicable Board and committee meetings and all current Board members attended the 2024 AGM (June 12, 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; standard for non-employee directors |
| Committee chair fees | $0 | Not a chair; Audit Chair $65,000; Compensation Chair $50,000 (program terms) |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
| 2024 Cash Earned | $75,000 | Director compensation table |
| 2024 Quarterly RSU Awards (Grant-Date Fair Value) | Mar 1, 2024 | Jun 1, 2024 | Sep 1, 2024 | Dec 1, 2024 | Total |
|---|---|---|---|---|---|
| Hannah (Buchan) Ross | $43,750 | $43,750 | $43,750 | $43,750 | $175,000 |
| 2024 Director Compensation Mix | Cash Fees ($) | Stock Awards ($) | Options ($) | Non-Equity Incentives ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Hannah (Buchan) Ross | $75,000 | $175,000 | $0 | $0 | $0 | $250,000 |
Program structure: Non-employee directors receive $75k cash retainer and $175k annual award of fully-vested RSUs, paid quarterly; chair retainers available to Audit ($65k) and Compensation ($50k), payable in cash or immediately vested RSUs at recipient’s election .
Performance Compensation
- Director equity awards (RSUs) are fully vested on grant and not performance-based; no PSUs or director options disclosed for Ross in 2024 .
- Company-wide incentive metrics (for NEOs) emphasize Revenue and Adjusted EBITDA; not tied to director compensation .
| Performance Metrics Used (NEO Incentives; for context) | Metric |
|---|---|
| Most important measures | Revenue; Adjusted EBITDA |
Other Directorships & Interlocks
- Current public boards: None; GTI states none of its directors are directors of other reporting issuers (public companies) .
- Compensation Committee interlocks: FY2024 members included Berger (chair until June 12, 2024), Goldman (chair from June 12, 2024), Nadelmann, and Ross. Berger had related party relationships; Goldman had prior consulting (ended 2022), affecting independence until July 2025. No related-party disclosures noted for Ross .
Expertise & Qualifications
- Qualifications matrix indicates Ross brings independence, finance/financial reporting and analysis, capital markets, accounting/auditing, operating/management, cannabis industry, and marketing/branding expertise .
- Biography highlights capital allocation and operating roles across cannabis brands and investing, plus UPenn magna cum laude education and Forbes 30 Under 30 recognition .
Equity Ownership
| Holder | Subordinate Voting Shares | % of SVS | Multiple Voting Shares | % of MVS | Super Voting Shares | % of SVS (Super) | Total Capital Stock Beneficially Owned | % of Total Capital Stock | % of Voting Capital Stock |
|---|---|---|---|---|---|---|---|---|---|
| Hannah (Buchan) Ross | 39,924 | <1% | — | — | — | — | 39,924 | <1% | <1% |
- Vested vs. unvested breakdown not disclosed for director holdings.
- Pledging/Hedging: Stock and Incentive Plan prohibits pledging of unvested awards; insider trading policy prohibits short selling and hedging for insiders (policy references employees classified as insiders, including NEOs; directors are typically insiders though the text addresses employees) .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) with financial literacy; consistent attendance; meaningful personal share ownership; equity-heavy director pay aligns with shareholder outcomes over time .
- Alignment nuances: RSUs are fully vested on grant, limiting enforced holding periods; however, Ross has beneficial ownership of ~39.9k shares, signaling skin-in-the-game despite no formal director ownership guideline disclosure .
- Conflicts/Interlocks: No related-party transactions disclosed for Ross; participation on Compensation Committee alongside one non-independent director (Goldman until July 2025) warrants monitoring of pay decisions; Berger’s prior related-party relationships highlighted by the company but do not implicate Ross .
- Risk indicators:
- Independence confirmed; no concurrent public company directorships .
- Insider compliance: Company asserts timely Section 16 filings for directors/officers; hedging/short selling prohibited for insiders, supporting alignment (policy text addresses employees; directors presumed covered by “insiders”) .
- No pledging allowed for awards under the incentive plan; no director pledging disclosures noted for common shares .
RED FLAGS to monitor
- Compensation Committee composition included a non-independent member (Goldman) through mid-2025; Ross’s committee role increases importance of robust processes and independent oversight .
- Immediate vesting RSUs for directors reduce retention hooks; absence of director ownership guidelines disclosure could weaken formal alignment standards .
- External investing role at Beehouse LLC within cannabis industry raises potential for perceived conflicts if portfolio companies interact with GTI; no related-party transactions disclosed for Ross, but continued monitoring advisable .
Signals of board effectiveness
- Audit and Compensation Committee charters and activity levels (Audit oversight; Compensation met six times in 2024) indicate active governance; Ross is financially literate on Audit and engaged on Compensation .
- Board risk oversight framework and independence determinations support governance quality; Ross is one of four independent directors .