Mark Parker
HYDROFARM HOLDINGS GROUPAbout Mark Parker
Mark Parker, age 65, is President of Hydrofarm (effective January 1, 2025) after serving as EVP of Sales & Business Development since February 2022 and SVP of Business Development from May 2019–February 2022. He holds a B.S. in Economics from Wingate University and previously founded iQ Solutions and served as SVP of Trade Marketing, U.S. Soup Division at Campbell Soup Company, leading commercialization, packaging innovation, and in‑store execution initiatives . Company performance context: Hydrofarm’s net sales declined 16% in 2024 amid industry headwinds, with focus on higher‑margin proprietary brands; reported GAAP net losses were $(285.4)M in 2022, $(64.8)M in 2023, and $(66.7)M in 2024, and proxy TSR index values (value of $100 initial investment) were $5.48 (2022), $3.24 (2023), $2.05 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | President | Jan 2025–present | Executive leadership for sales/operations; compensation reset to align with growth priorities |
| Hydrofarm Holdings Group, Inc. | EVP, Sales & Business Development | Feb 2022–Dec 2024 | Led sales/business development; received RSU/PSU awards tied to performance |
| Hydrofarm Holdings Group, Inc. | SVP, Business Development | May 2019–Feb 2022 | Business development leadership; initial RSU/option awards |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iQ Solutions | Founder & Chief Executive Officer | ~9 years | Commercialization support; sales/marketing acceleration for clients |
| Campbell Soup Company (NYSE: CPB) | SVP, Trade Marketing – U.S. Soup Division | N/A | Launched “Soup to Go” packaging and “iQ Shelf” retail execution programs to drive category growth |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 Transition Details |
|---|---|---|---|---|
| Base Salary ($) | 324,923 | 330,000 | 330,000 | Increased to 370,000 effective upon appointment as President |
| Target Bonus (%) | Up to 50% of base (offer letter) | Up to 50% of base (offer letter) | Up to 50% of base; target cash bonus increased to $120,000 for FY2024 | 75% of base as President |
| Actual Bonus Paid ($) | 22,500 | 45,625 | 7,116 | N/A |
Performance Compensation
Annual Stock Awards (Grant-Date Fair Value)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 643,836 | 185,751 | 85,207 |
| PSU Max Grant-Date Value Assumption ($) | 94,881 | 123,751 | 85,207 |
Key Equity Grants and Vesting
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSU | Aug 8, 2023 | 50,000 | 3 equal annual installments beginning first anniversary | 16,667 vested 8/8/2024; remainder vest 2025–2026 |
| PSU | Mar 24, 2023 | 69,916 | Single installment on 3/23/2024 subject to performance | 12,061 earned and vested 3/23/2024 |
| RSU | Aug 17, 2022 | 25,000 | 3 equal annual installments beginning first anniversary | Continuing vesting through 2025 |
| RSU | Mar 23, 2022 | 20,966 | 3 equal annual installments beginning grant date | Ongoing vesting |
| RSU | Feb 25, 2022 | 5,000 | 3 equal annual installments beginning first anniversary | Ongoing vesting |
| RSU | Oct 31, 2020 | 14,831 | 25% at 10/31/2021; remaining 75% in 36 equal monthly installments | Historical grant |
| ISO | Jun 10, 2019 | 39,674 | 25% at 6/10/2020; remaining in 36 monthly installments; expires 6/10/2029 at $8.43 | 2025 proxy shows $84.28 exercise price; expiration 6/10/2029 |
| NQ Option | Jun 10, 2019 | 4,819 | Same schedule; expires 6/10/2029 at $8.43 | 2025 proxy shows $84.28 exercise price |
| RSU (President appointment) | Jan 1, 2025 (Effective Date) | 100,000 | 1/3 annually on each anniversary of Effective Date | One‑time grant tied to promotion |
| PSU | Apr 5, 2024 | 8,334 | Single installment on 4/5/2025 subject to performance | 2,751 earned and vested 4/5/2025 |
Performance metric details/weighting for PSUs were not specifically disclosed; awards vest based on “relevant performance metrics” determined by the board .
Near-Term Vesting Timeline and Potential Selling Pressure
- 2024 year-end unvested Parker RSUs included 3,334 (2023 RSU tranche), 834 (2022 RSU tranche), and 167 (2022 RSU tranche); these vest on their respective grant anniversaries in 2025, creating incremental deliverable shares that may increase selling capacity depending on tax withholding and liquidity needs .
- The 100,000 RSUs from the President appointment vest one-third annually beginning around the first anniversary of the Effective Date (expected 2026–2028), representing larger future delivery events .
- Options are far out-of-the-money relative to 2024 year-end price ($5.80 used for award valuation) with exercise price disclosed as $8.43 in 2023 proxy and $84.28 in 2025 proxy; practical exercise pressure appears limited absent significant price appreciation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 13,803 shares (<1%); comprised of 6,602 common shares, 2,751 shares to vest within 60 days (earned PSUs), and 4,450 shares issuable upon option exercise |
| Shares Outstanding Base | 4,615,725 as of March 31, 2025 |
| Stock Ownership Guidelines | CEO: 6x base salary; CFO: 4x; Executive Leadership Team: 2x base salary |
| Compliance Status | All named executive officers are making progress toward or have met guidelines; measured at acquisition/vesting or 20‑day average closing price at annual measurement date |
| Hedging/Short Sales/Pledging | Insider Trading Policy prohibits hedging and short sales; transactions must be pre‑cleared with CFO. Policy section titled “Hedging, Short Sales and Pledging Policies”; no pledging by Parker disclosed |
| Clawback | Mandatory recovery of incentive‑based compensation after any required accounting restatement; applies regardless of misconduct; filed as Exhibit 97.1 to 10‑K |
Employment Terms
| Provision | Terms |
|---|---|
| Role & Start | Offer letter March 2022; EVP Sales & BD. Appointed President effective January 1, 2025 |
| Base/Bonus (EVP) | Base $330,000; annual bonus up to 50% of base |
| Base/Bonus (President) | Base $370,000; annual target bonus 75% of base; 100,000 RSU one‑time grant |
| Severance | If terminated without cause or resigns for good reason and considered a “Separation from Service”: cash severance equal to 6 months base salary; COBRA reimbursement until earlier of 6 months, alternative coverage, or COBRA expiry; release required within 45 days |
| Change-of-Control | No individual Parker CoC multiple disclosed; Incentive Plans allow Board flexibility on treatment of options/awards (assumption/substitution, acceleration, cash‑out) upon Change of Control |
Compensation Structure Analysis
- Year-over-year shift toward lower grant-date stock value: Stock awards declined from $643,836 (2022) to $185,751 (2023) and $85,207 (2024), aligning with “smaller reporting company” constraints and industry cycle moderation .
- Promotion-linked increase in guaranteed pay and equity: Base raised to $370,000 and target bonus to 75% upon appointment as President; addition of 100,000 RSUs emphasizes retention and leadership continuity .
- PSU outcomes reflect tighter performance calibration: 69,916 PSUs granted in 2023 led to 12,061 earned (2024 vest); 8,334 PSUs granted in 2024 led to 2,751 earned (2025 vest), signaling conservative payouts under challenging industry conditions .
Equity Ownership & Vesting Schedules
| Date/Instrument | Shares | Status/Next Events |
|---|---|---|
| Beneficial ownership at 3/31/2025 | 13,803 | <1% of outstanding; includes 2,751 vesting within 60 days and 4,450 options exercisable |
| RSUs (Aug 8, 2023) | 50,000 | 16,667 vested 8/8/2024; remaining vest 2025–2026 |
| RSUs (Aug 17, 2022) | 25,000 | Tranche vesting annually; 834 unvested at 12/31/2024 |
| RSUs (Feb 25, 2022) | 5,000 | 167 unvested at 12/31/2024 |
| PSUs (Apr 5, 2024) | 8,334 | 2,751 earned and vested 4/5/2025 |
| PSUs (Mar 24, 2023) | 69,916 | 12,061 earned and vested 3/23/2024 |
| Options (Jun 10, 2019) | 39,674 ISO; 4,819 NQ | Vested; expiration 6/10/2029; exercise price disclosed as $8.43 (2023 proxy) and $84.28 (2025 proxy) |
| RSUs (President grant) | 100,000 | 1/3 vest annually from Effective Date anniversary (expected 2026–2028) |
Performance & Track Record
| Period | Highlights |
|---|---|
| FY2024 | Net sales down 16%; operational efficiency gains, footprint reduction, cost savings/restructuring; focus on higher‑margin proprietary brands despite industry compression |
| Pay vs Performance | Proxy TSR index for $100 initial investment declined from $5.48 (2022) to $3.24 (2023) to $2.05 (2024); GAAP net losses: $(285.4)M (2022), $(64.8)M (2023), $(66.7)M (2024) |
Risk Indicators & Red Flags
- Hedging and short sales prohibited; transactions pre‑cleared with CFO; no disclosed pledging by Parker .
- Mandatory clawback after restatement irrespective of misconduct; no restatements in 2023–2024 .
- No related‑party transactions disclosed for Parker in appointment 8‑K .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes advisory vote on NEO compensation; historical approval rates not disclosed in available excerpts .
Compensation Peer Group
- Not disclosed; company qualifies as “smaller reporting company,” and CD&A is abbreviated .
Employment & Contracts—Restrictive Covenants
- Severance contingent on release; policy references non‑competition and non‑solicitation compliance (general framework disclosed; specific durations/scope not provided for Parker) .
Investment Implications
- Alignment improved via ownership guidelines (2x base for executive leadership) and clawback policy; Parker’s stake is modest (<1%), but multi‑year RSU program and higher President‑level target bonus increase performance linkage and retention .
- Near-term selling pressure likely limited to routine RSU vesting tranches; options appear out‑of‑the‑money at 2024 year‑end valuation, reducing exercise-driven supply unless price inflects materially .
- PSU realizations (12,061 in 2024; 2,751 in 2025) indicate disciplined payout in a weak cycle; promotion‑linked 100,000 RSUs and higher bonus target suggest confidence in Parker’s execution to drive mix and margin improvements, but with industry risk and historical losses as a backdrop .