Melisa Denis - Director | HYDROFARM HOLDINGS GROUP (HYFM) Executive Profile & Compensation

About Melisa Denis

Melisa Denis (age 61) is an independent director of Hydrofarm Holdings Group, Inc. (HYFM), serving since November 20, 2020; she was nominated on February 28, 2025 to stand for re-election to a term ending at the 2028 annual meeting . Denis is a Certified Public Accountant with both an accounting degree and a master’s in accounting and tax from the University of North Texas; Hydrofarm’s board has designated her an “audit committee financial expert” under SEC rules . She is President of Miracle Pointe Development and holds external audit oversight roles, including Audit Chair at Smartkem, Inc. since November 2023 and Audit Chair for the University of North Texas System Board of Regents since January 2020 .

Past Roles

Organization	Role	Tenure	Committees/Impact
KPMG	Partner; National Tax Leader for Consumer Goods; Leader of Consumer & Industrial Market (Southwest)	1998–Oct 2020	Senior tax and market leadership; deep consumer goods expertise
Miracle Pointe Development	President	Current	Private real estate development leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Smartkem, Inc. (OTCMKTS: SMTK)	Director; Audit Committee Chair	Since Nov 2023	Audit chair oversight in electronics/display technology
University of North Texas System	Board of Regents member; Audit Committee Chair	Since Jan 2020	Public-sector audit leadership
Women Corporate Directors (Dallas/Fort Worth)	Co-Chair	Current	Governance network leadership
Miracle Pointe Development	President	Current	Executive leadership (private company)

Board Governance

Committees and roles: Member, Audit Committee; Member, Mergers & Acquisitions Committee (M&A Committee was suspended in 2023 but remains constituted; Chair is Richard D. Moss) . Hydrofarm designates Denis as an “audit committee financial expert” .
Independence: The board determined Denis is independent under Nasdaq rules .
Attendance and engagement: In FY2024, the board met 7 times and committees met 11 times; no director attended fewer than 75% of applicable meetings, and all directors attended the 2024 annual meeting .
Classification and tenure: Class II director with original term ending at the 2025 annual meeting; nominated on Feb 28, 2025 to serve until the 2028 annual meeting .
Board leadership and risk oversight: Board chaired by William Toler; board emphasizes ongoing risk oversight with independent directors including Denis .

Fixed Compensation

Component	FY 2024 Amount ($)	Notes
Annual Director Cash Fee	75,000	Standard non-employee director retainer
Committee Member Fees	—	Not disclosed; chair premiums only (she is not a chair at HYFM)
Audit Committee Chair Premium	—	$25,000 premium applies to chair; Denis is not HYFM audit chair
Compensation Committee Chair Premium	—	$15,000 premium applies to chair
Nominating Committee Chair Premium	—	$10,000 premium applies to chair

Director ownership guideline: Non-employee directors are expected to hold equity equal to 5x the annual cash retainer; no deadline, with committee monitoring for progress .

Performance Compensation

Equity Instrument	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting	Performance Metrics
RSUs (annual grant)	2024 annual grant cycle	16,047	125,001	Vests June 6, 2025	None (time-based; no performance criteria disclosed)

Hydrofarm’s director equity grants are time-based RSUs; no PSUs or option awards disclosed for Denis in FY2024 .

Other Directorships & Interlocks

Company	Industry	Role	Potential Interlock/Conflict Assessment
Smartkem, Inc. (OTCMKTS: SMTK)	Electronics/display technology	Director; Audit Chair	No HYFM-related transactions disclosed; no related-party transactions since 1/1/2023 other than noted for Executive Chairman; low conflict risk
University of North Texas System	Public-sector education	Board of Regents; Audit Chair	Public-sector role; not a HYFM customer/supplier; low conflict risk

Related-party oversight: HYFM’s Audit Committee pre-approves related-person transactions ≥ $120,000; none since Jan 1, 2023 (except Executive Chairman compensation narrative) .
Hedging/pledging: HYFM prohibits directors from hedging or pledging company stock; enhances alignment .

Expertise & Qualifications

CPA with advanced tax credentials; extensive financial and governance expertise, designated audit committee financial expert .
Senior tax leadership in consumer goods and broad market leadership at KPMG; relevant to HYFM’s consumer-oriented channels .
Audit chair experience across public/private boards; governance network co-lead (Women Corporate Directors DFW) .

Equity Ownership

Holder	Total Beneficial Ownership (Shares)	% of Outstanding	Breakdown
Melisa Denis	15,373	<1% (asterisked in proxy)	2,996 common shares ; 12,377 deferred RSUs settleable within 60 days
Shares Outstanding (as of Mar 31, 2025)	4,615,725	—	—

Section 16 compliance: All required insider ownership/change reports were filed timely in the last year .

Governance Assessment

Positive signals:
- Independent director and audit committee financial expert with strong tax and finance background; supports audit quality and risk oversight .
- Solid engagement: at least 75% attendance and participation across FY2024, full annual meeting attendance .
- Pay mix aligned: material portion of compensation in equity (annual RSU), with a 5x retainer ownership guideline; hedging/pledging prohibited .
- No related-party transactions involving Denis disclosed; timely Section 16 compliance .
- Company maintains a clawback policy for executive incentive pay and robust related-party transaction review via the Audit Committee .
Watch items:
- External audit chair commitments (Smartkem; UNT System) increase time demands; current HYFM attendance record mitigates concern .
- Audit Committee chair transition likely post–Mr. Moss’s resignation, which may entail committee reconstitution; monitor any changes to Denis’s committee duties and independence .
RED FLAGS:
- None identified in the proxy for Denis: no related-party transactions, no hedging/pledging, and compliant insider reporting .