John Lindeman
HYDROFARM HOLDINGS GROUPAbout John Lindeman
John “B. John” Lindeman (age 55) is Chief Executive Officer and Principal Executive Officer of Hydrofarm Holdings Group, Inc. (HYFM) since January 2025; he previously served as Executive Vice President since August 2022 and Chief Financial Officer since March 2020. He is a Chartered Financial Analyst, with a B.S. in Business Administration from the University of Mary Washington. Prior roles include CFO at Calavo Growers (2015–2020) and senior investment-banking leadership at Janney Montgomery Scott, Stifel, Legg Mason, and PwC. He currently serves on the boards of Utz Brands (since Sept 2020) and Calavo Growers (since June 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | Chief Executive Officer & PEO | Jan 2025–present | Leads transformation; took helm after CEO retirement; continued focus on proprietary brands and cost actions |
| Hydrofarm Holdings Group, Inc. | Executive Vice President | Aug 2022–Dec 2024 | Senior leadership preceding CEO role |
| Hydrofarm Holdings Group, Inc. | Chief Financial Officer | Mar 2020–Dec 2024 | Oversaw finance, accounting, IT, HR; guided public-company transition |
| Calavo Growers, Inc. | Chief Financial Officer & Corporate Secretary | Aug 2015–Mar 2020 | Led finance/IT/HR at global produce leader |
| Sageworth Trust Company | Managing Director | Mar 2015–Jul 2015 | Family office/private trust responsibilities |
| Janney Montgomery Scott | Managing Director, Co-Head Consumer & Retail | Aug 2009–Mar 2015 | Investment banking leadership |
| Stifel, Nicolaus & Co., Inc. | Managing Director | Dec 2005–Aug 2009 | Investment banking |
| Legg Mason | Principal | Oct 1999–Dec 2005 | Investment banking |
| PricewaterhouseCoopers LLP | Manager | Aug 1996–Oct 1999 | Assurance/finance |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Utz Brands, Inc. (NYSE: UTZ) | Director | Sep 2020–present | Committee assignments not disclosed in HYFM proxy |
| Calavo Growers, Inc. (Nasdaq: CVGW) | Director | Jun 2024–present | Committee assignments not disclosed in HYFM proxy |
Board Governance
- Status at HYFM: Not a director; serves as CEO. HYFM’s board consists of six directors across Classes I–III; independent directors are Chung, Denis, Moss (resigned effective prior to 2025 meeting), Persofsky, and Peters; Executive Chairman is William Toler .
- Committee structure and chairs (for context on governance quality): Audit Committee (Chair: Richard D. Moss; members: Melisa Denis, Renah Persofsky; Moss and Denis designated “audit committee financial experts”), Compensation Committee (Chair: Susan P. Peters; member: Patrick Chung), Nominating & Corporate Governance Committee (Chair: Renah Persofsky; member: Patrick Chung) .
- Attendance: In FY2024, the board met 7 times; committees met 11 times; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting. CEO attendance is not applicable as he is not a director .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $475,000 | $475,000 |
| Cash Bonus Paid ($) | $217,188 | $72,742 |
| All Other Compensation ($) | $33,189 | $37,568 |
| Total ($) | $903,503 | $704,061 |
Notes:
- 2024 base salaries were not increased for NEOs. In conjunction with promotion to CEO effective Jan 1, 2025, Lindeman’s 2024 target cash bonus was increased from $118,750 to $200,000 (from 50% to 67% of salary, pro-rated) .
Performance Compensation
| Grant/Type | Grant Details | Vesting Schedule | Earned/Status |
|---|---|---|---|
| PSUs (2024 grant) | 11,995 units (grant date April 5, 2024); grant-date fair value $118,751 | Vest in a single installment on April 5, 2025 subject to performance | Board determined 3,959 shares earned and vested on April 5, 2025; specific performance metrics not disclosed |
| RSUs (Aug 17, 2022) | 3,500 units | Vest in three equal annual installments beginning first anniversary | Ongoing per schedule |
| RSUs (Feb 25, 2022) | 1,000 units | Vest in three equal annual installments beginning first anniversary | Ongoing per schedule |
| RSUs (CEO appointment) | 25,000 units (granted in connection with CEO appointment) | One-third annually over three years from grant date | Ongoing per schedule |
Design features:
- Annual incentive bonus comprised of cash awards plus PSUs for NEOs in FY2024; performance conditions applied but specific metrics (e.g., revenue/EBITDA/TSR) are not enumerated in the proxy .
- Company ceased granting stock options as part of LTI beginning in 2022; no option awards to Lindeman in FY2024 .
Other Directorships & Interlocks
| External Board | Sector Overlap with HYFM | Potential Interlocks/Conflicts | Notes |
|---|---|---|---|
| Utz Brands (UTZ) | Consumer snacks; limited direct overlap with controlled-environment agriculture supplies | No related-person transactions reported; Audit Committee pre-approves any ≥$120k related-party transactions | HYFM reports no related party transactions since Jan 1, 2023 (other than Toler compensation as Executive Chairman) |
| Calavo Growers (CVGW) | Produce/produce logistics; some agriculture adjacency, but no disclosed transactions with HYFM | Same as above | Same as above |
Expertise & Qualifications
- Chartered Financial Analyst; deep finance and capital markets expertise from MD roles at Janney/Stifel/Legg Mason; PwC audit/finance foundation .
- Public-company CFO experience (Calavo Growers), plus multi-functional oversight (finance/accounting/IT/HR), aligning with HYFM’s operational restructuring priorities .
- Industry exposure to produce/food supply chains that can inform HYFM’s procurement, margin management, and distribution strategy .
Equity Ownership
| Ownership Metric (as of Mar 31, 2025) | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares | 32,695 | 28,736 common shares plus 3,959 shares vesting within 60 days; <1% of outstanding |
| Ownership % of Shares Outstanding | <1% | Based on 4,615,725 shares outstanding |
| Unvested PSUs (12/31/2024) | 11,995 | Single vest date April 5, 2025; 3,959 earned and vested thereafter |
| Unvested RSUs (12/31/2024) | 1,167; 334 | August 17, 2022 and February 25, 2022 grants, 3-year equal annual schedule |
| Options | None disclosed for Lindeman | Company ceased option grants as LTI beginning in 2022 |
| Stock Ownership Guidelines | CEO: 6x base salary | Executives are “making progress toward, or have met” guidelines as of Mar 31, 2025 |
Context: HYFM completed a 1-for-10 reverse stock split on Feb 12, 2025; share counts in proxy are post-split .
Fixed Compensation (Director-Specific)
Not applicable—Lindeman is not a director. Non-employee directors receive $75,000 annual cash fee; committee chair fees: Audit $25,000, Compensation $15,000, Nominating $10,000; plus annual equity awards with $125,000 grant-date value (RSUs), vesting after ~1 year .
Performance Compensation (Director-Specific)
Not applicable—Lindeman is not a director. Director annual equity grants (RSUs ~16,047 units each in 2024) vest ~June 6, 2025; directors maintain ownership guidelines equal to 5x annual cash retainer .
Insider Trades
- Section 16(a) compliance: HYFM records reflect all required insider ownership/change reports were filed timely; no delinquent reports noted .
Employment & Contracts (Severance/Change of Control)
| Provision | Standard Termination | Change-of-Control (within 18 months) |
|---|---|---|
| Cash Severance | Greater of $237,500 or 6 months base salary | Greater of $500,000 or 12 months base salary |
| Health Benefits (COBRA) | Not specified for standard in amended letter | 12 months COBRA premiums at current coverage if timely elected |
| Equity Treatment | Immediate vesting of awards scheduled to vest in 12 months post-termination; others forfeited | Immediate vesting of awards scheduled to vest in 12 months post-termination; others forfeited |
| Notes | Based on amended offer letter in April 2025; employment at-will | Applies to involuntary termination without cause (or resignation tied to base salary reduction) within 18 months post-COC under 2020 Plan definition |
Company-wide policies:
- Hedging/short sales/pledging prohibited; designated insiders must pre-clear trades; strict MNPI policy .
- Clawback policy applies to incentive-based compensation upon accounting restatement; applies regardless of misconduct .
Compensation Committee Analysis (Context)
- Compensation Committee: Chair Susan P. Peters; member Patrick Chung; both independent; Korn Ferry retained as independent compensation consultant in FY2024 .
- Executive pay philosophy emphasizes pay-for-performance, multi-metric incentives, stock ownership guidelines, no excise tax gross-ups, no option repricing, and prohibition on hedging/pledging .
Other Director Governance Signals (Context)
- Risk oversight and leadership: Board chaired by Executive Chairman William Toler; risk oversight distributed across full board and committees; CEO succession executed end of FY2024 with Lindeman appointed CEO .
Governance Assessment
- Independence and committee integrity: Lindeman is not a director; HYFM’s key board committees are fully independent, with experienced chairs and designated financial experts in Audit, supporting investor confidence in oversight of financial reporting and compensation .
- Alignment: Lindeman’s compensation mix includes material at-risk equity (PSUs and RSUs) with vesting and clawback provisions; hedging/pledging is prohibited; stock ownership guidelines for CEO at 6x base salary with reported progress toward compliance—positive alignment signals .
- External boards and conflicts: He serves on Utz Brands and Calavo Growers boards; HYFM reports no related-party transactions since Jan 1, 2023 (other than Toler’s executive chairman comp), and Audit Committee pre-approval governs any ≥$120k related person transactions—no current conflict red flags disclosed .
- RED FLAGS: None disclosed related to hedging/pledging, option repricing, tax gross-ups, related-party transactions, or delinquent Section 16 filings; performance metric specifics for PSUs are not disclosed, limiting transparency on pay-for-performance calibration .
Overall, Lindeman’s governance posture as CEO (not a director) shows alignment with shareholder interests through equity-based pay, ownership guidelines, and robust policies (clawback, trading restrictions), while the independent committee structure and lack of related-party transactions reduce conflict risk .