Mathew Faulkner
About Mathew Faulkner
Mathew Faulkner (age 52) is Chief Financial Officer at Green Thumb Industries (GTBIF). He joined GTI on May 7, 2018, served as SVP Accounting and the first Chief Accounting Officer (Aug 2020), and became CFO in January 2023; he led GTI’s U.S. IPO process and the transition from IFRS to U.S. GAAP reporting with the SEC . In 2024, GTI delivered revenue of $1.137B, +8% YoY, and Adjusted EBITDA of $371M, +14% YoY, driving a 145.3% company bonus payout factor; GTI’s 2024 TSR (value of $100 initial investment) was $84.33 . Education and credentials: B.S. in Accounting (University of Toledo), MBA (Northern Illinois University), CPA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walgreens Boots Alliance | Senior Director, Retail & Finance Transformation | 2016–2018 | Led finance transformation initiatives supporting retail operations and systems |
| Walgreens Boots Alliance | Retail Accounting Controller | 2012–2016 | Directed retail accounting, controls, and reporting for large-scale operations |
| Green Thumb Industries | SVP Accounting; Chief Accounting Officer | 2018–2023 | Facilitated U.S. IPO, transitioned reporting to U.S. GAAP, strengthened controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company board roles disclosed for Faulkner |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $345,013 | $345,013 | $345,013 |
| Bonus ($, one-time) | — | — | — |
| Non-Equity Incentive Plan ($) | $288,186 | $288,186 | $517,980 |
| Stock Awards ($) | $0 | $549,990 | $3,476,992 |
| Option Awards ($) | $0 | $549,998 | $259,994 |
| Total ($) | $1,733,187 | $1,733,187 | $4,599,979 |
| Annual Bonus Design (2024) | Value |
|---|---|
| Target bonus (% of salary) | 110% |
| Target amount ($) | $379,500 |
| Actual payout ($) | $517,980 |
| Company payout factor | 145.3% (50% Revenue, 50% Adj. EBITDA) |
| Individual performance assessment | Strong execution in finance, reporting, IT, controls |
Performance Compensation
| Metric | Weighting | Threshold | Target | Max | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue | 50% | $935M | $1,100M | $1,265M | $1,137M | 113.5% |
| Adjusted EBITDA | 50% | $281M | $330M | $380M | $370M | 177.0% |
| Total Company Performance | — | — | 100% | — | — | 145.3% |
| Equity Awards (Grant details) | Type | Grant Date | Units/Value | Terms |
|---|---|---|---|---|
| Annual LTI (2024) | Options | 4/1/2024 | 32,869 options; $259,994 FV; $14.96 strike | 7-year term; vests in 1/3 on 11th, 23rd, 35th months |
| Annual LTI (2024) | RSUs | 4/1/2024 | 26,069 RSUs; $389,992 FV | Vests in 1/3 on 11th, 23rd, 35th months |
| Special Retention (2024) | RSUs | 11/1/2024 | 300,000 RSUs; $3,087,000 FV | Vests 1/3 annually over 3 years |
| Vesting & Payout Mechanics | Detail |
|---|---|
| Annual LTI vesting cadence change | Shifted to 11th/23rd/35th months to diffuse post–April 1 market supply given low trading volume and broad vesting events |
| 2024 bonus over-target form | Originally RSUs; paid fully in cash due to strong cash and buyback plans |
| Option pricing basis change | From CSE prior-day to OTCQX closing price for transparency (effective 9/9/2024) |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficially owned Subordinate Voting Shares | 262,833 |
| Beneficially owned Multiple Voting Shares | 1,814 (4.8% of MVS outstanding) |
| Beneficially owned Super Voting Shares | — |
| Total capital stock beneficially owned | 444,233 |
| Ownership as % of total capital stock | <1% (asterisk) |
| Voting power (%) | Not separately disclosed for Faulkner (group totals shown) |
| Shares pledged as collateral | Prohibited (no pledging per policy) |
| Hedging/short sales | Prohibited |
| Outstanding Equity (12/31/2024) | Grant | Unexercised Options (Exercisable) | Unexercised Options (Unexercisable) | RSUs Not Vested (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|
| Options (4/1/2021) | $29.68 exp. 4/1/2026 | 11,953 | — | — | — |
| Options (12/10/2021) | $21.95 exp. 12/10/2026 | 6,619 | — | — | — |
| Options (4/1/2022) | $19.10 exp. 4/1/2029 | 13,499 | 6,750 | — | — |
| Options (7/1/2022) | $7.98 exp. 7/1/2029 | 38,759 | — | — | — |
| Options (9/1/2022) | $13.29 exp. 9/1/2029 | 27,946 | 13,974 | — | — |
| Options (1/1/2023) | $8.85 exp. 1/1/2030 | 17,397 | 34,795 | — | — |
| Options (4/1/2023) | $7.59 exp. 4/1/2030 | 24,509 | 49,020 | — | — |
| Options (4/1/2024) | $14.96 exp. 4/1/2031 | — | 32,869 | — | — |
| RSUs (1/1/2023) | — | — | — | 18,832 | $153,857 |
| RSUs (4/1/2023) | — | — | — | 26,350 | $215,280 |
| RSUs (4/1/2024) | — | — | — | 26,069 | $212,984 |
| RSUs (11/1/2024) | — | — | — | 300,000 | $2,451,000 |
Additional alignment/ownership notes:
- Stock ownership guidelines for executives are not disclosed; director retainers include fully vested RSUs, but no executive ownership guideline detail is provided .
- 2024 exercises/vesting: 24,860 RSUs vested for Faulkner ($336,878 value) .
Employment Terms
- Employment status: At-will; no fixed-term employment agreements .
- Covenants: Confidentiality, invention assignment; 1-year non-compete and non-solicit post-termination; arbitration for disputes .
- Change-in-control: Double-trigger vesting (CIC + termination without cause within 12 months); full vesting upon death; options vested due to such termination exercisable through original term .
- Clawback: All awards subject to company clawback policy and applicable law/stock exchange rules .
- Severance multiples/tax gross-ups: No severance multiples disclosed; no tax gross-ups; no single-trigger vesting; no repricing/backdating permitted .
| Potential Payments (as of 12/31/2024) | Termination in connection with Change-in-Control (not for cause) | Termination due to Death |
|---|---|---|
| Stock Options (incremental value) | $30,392 | $30,392 |
| RSUs (incremental value) | $3,066,599 | $3,066,599 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation mix skewed to equity via large special retention RSUs (one-time), with strong performance-based cash bonus; 2025 LTI program adds a 25% cash-vesting component (half vests at 6 months, half at 18 months) to improve retention amid depressed share price despite strong financials .
- Annual bonus design: Formulaic dual-metric structure (Revenue and Adjusted EBITDA at equal weights), with steep slope >105% of target to reward exceptional performance; payouts capped at 200% .
- Equity award governance: No automatic single-trigger acceleration; shareholder approval required for any repricing; exercise price set at OTCQX closing (post-9/9/24) .
- Market supply management: Company dispersed vesting dates to mitigate concentrated selling pressure post-April 1 grants given low trading volume .
Risk Indicators & Red Flags
- Hedging/pledging/short sales: Prohibited under insider trading policy; supports alignment .
- Related party transactions: None disclosed involving Faulkner; broader related-party leases and Agrify transactions detailed, with Audit Committee oversight .
- Section 16 compliance: Executives and directors in compliance on timely ownership reporting in 2024 .
- Governance safeguards: Double-trigger CIC vesting; clawbacks; no tax gross-ups; no repricing/backdating; independent Audit Committee chair and composition .
Say‑on‑Pay, Peer Group, and Performance Context
- Say-on-pay: Advisory vote scheduled at the June 11, 2025 meeting (no results disclosed yet) .
- Peer group for TSR: Cresco Labs, Curaleaf, Trulieve, Verano .
- Pay-versus-performance (company selected measure): Adjusted EBITDA drives compensation actually paid; 2024 Net Income $73.1M and Adjusted EBITDA $371.3M .
Investment Implications
- High alignment with performance: CFO’s incentives are tied to revenue growth and EBITDA, with significant equity exposure and prohibited hedging/pledging—supporting shareholder alignment; vesting dispersion reduces concentrated selling risk .
- Retention and liquidity signaling: 2024 one-time retention RSUs and 2025 cash-vesting LTI component reflect proactive retention strategy and confidence amid constrained cannabis capital markets; watch ongoing dilution capacity as plan rises to 15% of outstanding shares subject to shareholder approval .
- CIC economics: Material unvested RSU value accelerates under double-trigger; governance mitigates windfall risk via no single-trigger and strict repricing prohibitions .
- Execution track record: Faulkner has delivered strong controls, timely filings, and finance/IT improvements, coinciding with resilient operating performance (cash from operations $195M; buybacks $43M), bolstering confidence in capital discipline amidst industry price compression .