Steven Przybyla
About Steven Przybyla
Chief Legal Officer since September 1, 2023 and Corporate Secretary since January 1, 2024; attorney with 10 years of regulated cannabis experience and ~5 years in nicotine/tobacco regulation. Former General Counsel and Corporate Secretary at 22nd Century Group (NASDAQ: XXII), where he helped secure the only FDA Modified Risk Tobacco Product approval for a combustible cigarette; early Jushi (CSE: JUSH) executive who helped scale to ~1,500 employees; prior roles include General Counsel at Dent Neurologic Institute and Seneca Development Corporation; began career at Phillips Lytle LLP. Education: B.A. Economics (Washington & Lee), J.D. (Columbia Law School) . Company performance context: Revenues rose from FY 2023 to FY 2024 then fell in FY 2025, while EBITDA losses widened over the same period (see table below) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 22nd Century Group, Inc. (NASDAQ: XXII) | General Counsel and Corporate Secretary | — | Helped secure FDA MRTP approval for combustible cigarette—a unique regulatory milestone . |
| Jushi, Inc. (CSE: JUSH) | Early executive; President, medical division | — | Helped build, scale, and take public; oversaw growth to ~1,500 employees . |
| Dent Neurologic Institute | General Counsel | — | Oversaw corporate legal initiatives . |
| Seneca Development Corporation | General Counsel | — | Oversaw cannabis and corporate legal initiatives . |
| Phillips Lytle LLP | Corporate and regulatory attorney | — | Foundational corporate/regulatory practice . |
External Roles
- No public company board memberships disclosed in the biography reviewed .
Fixed Compensation
| Component | FY/Status | Amount | Notes |
|---|---|---|---|
| Base Salary (current) | Agreement effective June 25, 2024 | $400,000 | At-will; can be increased but not decreased . |
| Target Bonus | Ongoing | 50% of base salary | Discretionary, Compensation Committee determined . |
| Salary (paid) | FY 2024 | $216,039 | Summary Compensation Table . |
| Bonus (paid) | FY 2024 | $40,000 | Summary Compensation Table . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (Committee judgment) | Not disclosed | 50% of base salary | $40,000 paid in FY 2024 | Cash (no vesting) . |
| Stock Options | Time-based service vesting | Not applicable | 100,000 options @ $9.76 strike | Grant-date fair value $553,790 (FY 2024) | 25% cliff at 1-year anniversary of 9/4/2023; remainder vests monthly (1/36) thereafter; expires 9/4/2033 . |
| RSUs | Time-based service vesting | Not disclosed | 336,705 RSUs (10/01/2024 grant) | Grant-date value $862,080 | Vesting terms not disclosed; unvested as of 6/30/2025 . |
- Change-of-control: Board agreed to accelerate vesting of options and restricted stock grants (including those to Mr. Przybyla) in the event of a change of control .
- Clawback policy: Adopted November 27, 2023 to recover erroneously awarded incentive compensation upon accounting restatements; compliant with Exchange Act Section 10D and Nasdaq listing standards .
Equity Ownership & Alignment
| As-of Date | Direct/Common Shares | Unvested RSUs | Options (Exercisable) | Options (Unexercisable) | Ownership % |
|---|---|---|---|---|---|
| May 9, 2025 | 80,005 | 336,705 (none vest within 60 days) | — | — | <1% . |
| June 30, 2025 | — | 336,705 | 43,750 | 56,250 | — . |
| September 15, 2025 | 416,710 | — | — | — | <1% of 57,277,874 shares outstanding . |
- Option economics: Strike $9.76 vs closing price $2.56 on June 30, 2025 (used for valuation) indicates the options were out-of-the-money at that date .
- Pledging/Hedging: No pledging or hedging disclosures located in reviewed sections; clawback policy in place .
- Ownership guidelines: Not disclosed in reviewed filings.
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; either party may terminate at any time . |
| Base Salary | $400,000; may be increased but not decreased . |
| Bonus Eligibility | Annual discretionary bonus; target 50% of base salary . |
| Benefits | Group health, 401k; company covers professional license maintenance costs . |
| Severance | If terminated without Cause or resigns for Good Reason: 12 months of then-applicable base salary plus immediate accelerated vesting of 50% of any unvested equity grants . |
| Change-of-Control | Board agreed to accelerate vesting of options and restricted stock grants in the event of a change of control . |
| IP/Confidentiality | Customary assignment of invention, indemnification, confidentiality . |
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | 115,605,536 | 151,908,691 | 127,494,304 |
| EBITDA ($USD) | -4,427,495* | -13,418,504* | -37,119,497* |
- Values marked with * retrieved from S&P Global.
Governance and Committee Context
- Compensation Committee: Christopher Robert Burch, Brent Cox (Chair), John Fargis; each meets Nasdaq independence requirements; Committee oversees executive compensation and equity plans .
- Nominating & Corporate Governance Committee: Tuanfang Liu (Chair, non-independent due to controlled company status), Brent Cox, John Fargis .
Investment Implications
- Pay-for-performance alignment: Annual bonus is discretionary (no disclosed financial/TSR metrics), and equity awards are primarily time-based; this structure offers retention but limited explicit performance linkage for the CLO role .
- Retention risk: Severance of 1x salary plus 50% acceleration of unvested equity on qualifying termination provides meaningful downside protection, reducing departure risk; CoC acceleration further enhances value if a transaction occurs .
- Selling pressure: As of June 30, 2025, options are out-of-the-money (strike $9.76 vs $2.56 close), suggesting limited pressure from option exercises; large unvested RSU tranche (336,705) represents future supply as vesting occurs .
- Alignment: Beneficial ownership increased from 80,005 shares (May 2025) to 416,710 (September 2025), but remains <1% of shares outstanding; alignment exists but is modest relative to float .
- Risk controls: A compliant clawback policy is in place; no hedging/pledging disclosures found in reviewed sections—a positive if absence reflects policy restrictions rather than omission .