Richard Proud
About Richard Proud
Richard Proud is Chief Executive Officer of iAnthus Capital Holdings, Inc. and a director since July 17, 2023; he is 45 years old and holds a B.A. from the University of Georgia . He brings ~20 years of leadership in cannabis and retail, including Curaleaf EVP of Revenue and senior planning roles at Grassroots Cannabis, Abercrombie & Fitch, Hollister, Garage, Groupe Dynamite, and American Signatures . The proxy does not disclose TSR, revenue growth, or EBITDA growth attributable to his tenure; skip.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curaleaf | Executive Vice President of Revenue | Not disclosed | Managed revenue and inventory strategies across retail and wholesale |
| Grassroots Cannabis | Head of Planning | Aug 2019–Sep 2020 | Planning leadership through acquisition by Curaleaf |
| Groupe Dynamite | Vice President, Merchandise Planning, Allocation and Product Strategy | Not disclosed | Led financial, inventory and logistical strategies across channels |
| American Signatures, Inc. | Senior Director, Merchandise Planning | Not disclosed | Led planning for major U.S. furniture retailer |
| Abercrombie & Fitch Co. | Senior Director, Merchandise Planning | Not disclosed | Directed planning across international apparel |
External Roles
- No current external public company directorships disclosed for Proud .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $219,231 | $475,000 |
| Target Bonus (% of salary) | 100% target; 50% guaranteed for first two years | 100% target |
| Actual Bonus Paid ($) | $337,500 (includes $237,500 guaranteed) | $532,000 |
| Signing Bonus ($) | $100,000 | — |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Individual and/or corporate performance criteria set annually by Board and CEO | Not disclosed | 100% of base; 0–200% range | $337,500 (2023) | Paid in cash | N/A |
| Annual Cash Bonus | Individual and/or corporate performance criteria set annually by Board and CEO | Not disclosed | 100% of base; 0–200% range | $532,000 (2024) | Paid in cash | N/A |
| Initial RSU Award | Time-based service vesting; 3 equal annual installments | N/A | 3% of outstanding shares at grant | Unvested RSUs 132,141,243 as of 12/31/2024 | $660,706 market value at 12/31/2024 | Scheduled vest Aug 31, 2025 and Aug 31, 2026 |
| Change-of-Control RSU | COC acceleration and additional RSU grant | N/A | Fully accelerated vesting of RSUs; additional $475,000 RSU grant | Not applicable unless COC | RSUs valued at $475,000 | Upon consummation of COC |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 46,437,948 common shares (as of May 21, 2025) |
| Unvested RSUs | 132,141,243 RSUs unvested as of 12/31/2024 |
| Market Value of Unvested RSUs | $660,706 at $0.005 per share (12/31/2024 close) |
| Shares Outstanding (reference) | 6,735,929,933 (as of May 21, 2025) |
| Ownership % of Outstanding | ≈0.69% (46,437,948 / 6,735,929,933; calculated from cited figures) |
| Insider Hedging/Pledging Policy | Company has not adopted a policy forbidding hedging; pledging not disclosed |
- Stock ownership guidelines for executives are not disclosed; skip.
- Options: None reported for Proud; only RSUs outstanding .
Employment Terms
| Provision | Term |
|---|---|
| Employment Start | Effective July 17, 2023 |
| Base Salary | $475,000 |
| Target Annual Bonus | 100% of base; 0–200% range; 50% of target guaranteed for first two years |
| Initial RSU Grant | RSUs equal to 3% of common shares outstanding at grant; vest in three equal annual installments; single-trigger full vesting upon COC |
| Severance (No COC) | If terminated without cause or resigns for Good Reason: lump-sum equal to 100% of base; RSUs accelerate; COBRA premiums for up to 12 months, subject to release; no payment if termination <180 days after COC |
| Change-of-Control (COC) | Double-trigger cash + single-trigger RSU acceleration: cash equal to 150% of base plus prior 12 months target bonus; RSUs accelerate; additional fully vested RSUs with FMV $475,000; COBRA for 18 months |
| Covenants | Confidentiality and non-solicitation of employees, contractors, vendors, clients and prospects |
| Clawback / Tax Gross-ups | Not disclosed; skip |
Board Governance
- Board Service: Proud has served as a director since July 17, 2023 . Independence: Proud “may not be considered independent” under NI 58-101 . Chairwoman of the Board is Michelle Mathews-Spradlin, not Proud, mitigating CEO/Chair dual-role concerns .
- Committee Roles: Audit (Cohen, Mathews-Spradlin, Shoghi) ; Compensation (Mathews-Spradlin, Shoghi, Gilbert) ; Nominating & Corporate Governance (Shoghi chair, Gilbert, Cohen) . Proud is not listed as a committee member .
- Attendance: Board met 12 times in 2024; each director participated in 100% of Board and committee meetings on which they served .
- Governance Structure: Investor Rights Agreement (IRA) provides significant nomination rights to major investors and voting caps through June 24, 2025, influencing board composition .
Compensation & Incentives Analysis
- Year-over-year pay mix: 2023 included signing and guaranteed bonuses plus large RSU grant; 2024 cash bonus increased to $532,000 while base rose to $475,000, with ongoing multi-year RSU vesting—shifting toward cash + time-based equity rather than options .
- Performance linkage: Annual bonus references individual/corporate criteria but specific metrics, weightings, and targets are not disclosed; Compensation Committee did not meet in 2024, which may reduce formal performance rigor .
- Equity risk/reward: Proud’s RSUs accelerate on a single-trigger upon COC, and he receives an additional $475,000 RSU grant at COC—aligns incentives with a transaction event rather than long-run operating KPIs .
- Hedging policy: Company does not forbid hedging by insiders, weakening alignment with shareholders .
Vesting Schedules and Potential Insider Selling Pressure
- Scheduled Vesting: Proud had 132,141,243 unvested RSUs as of 12/31/2024, scheduled to vest in equal annual tranches on August 31, 2025 and August 31, 2026, with $660,706 market value at the 2024 year-end price . Upcoming tranches could increase tradable float and create supply overhang around vesting dates .
Equity Ownership & Pledging
- Beneficial Ownership: 46,437,948 shares, ≈0.69% of outstanding, plus 132,141,243 unvested RSUs as of 12/31/2024 . No disclosure of shares pledged as collateral; skip.
Director Compensation (as a director)
- Proud is an employee director; the non-employee director compensation framework (cash retainers and RSU grants) applies to other directors (e.g., $50–$140k retainers; RSUs 33–45.5 million granted Nov 26, 2024) . No separate director fees disclosed for Proud .
Related Party Transactions and Legal/Risk Indicators
- Related Party: No related party transactions involving Proud requiring disclosure under Item 404(a) .
- Legal proceedings: None for current directors/executives over the past ten years, per proxy .
- Corporate events: Company restated Q3 2023 financial results (Feb 16, 2024) and executed significant recapitalization (June 24, 2022), with investor nomination rights influencing governance—context for execution risk and control dynamics .
Compensation Committee and Peer Group
- Committee Composition: Compensation Committee chaired by Mathews-Spradlin; members Shoghi and Gilbert .
- Meetings / Consultants / Peer Group: Compensation Committee did not meet in 2024; no peer group or consultant disclosures provided; skip .
Employment & Contracts Summary
| Topic | Detail |
|---|---|
| Contract Term | Not specified; Proud Employment Agreement effective July 17, 2023 |
| Auto-renewal | Not disclosed; skip |
| Non-compete | Not disclosed; skip |
| Non-solicit | Yes (employees, contractors, vendors, clients, prospective clients) |
| Garden Leave | Not disclosed; skip |
| Post-termination Consulting | Not disclosed for Proud; skip |
Investment Implications
- Alignment and incentives: Proud’s meaningful RSU holdings align him with equity upside, but single-trigger RSU acceleration and an additional $475,000 RSU grant upon COC may bias incentives toward strategic transactions versus sustained operational performance .
- Near-term supply overhang: Large RSU tranches scheduled for August 31, 2025 and 2026 could create selling pressure around vest dates, particularly given the company does not prohibit hedging .
- Governance and oversight: Proud is a non-independent CEO/director with no committee roles; investor nomination rights and a Compensation Committee that did not meet in 2024 may weaken pay-for-performance rigor and board independence, elevating execution and governance risk .
- Cash/equity mix trend: 2024 cash bonus increased alongside base pay, while equity remains time-based RSUs; absent disclosed performance metrics or clawbacks, investors should monitor discretionary payouts versus operating outcomes .