Benjamin Cross
About Benjamin Cross
Independent director of Jushi Holdings Inc. (JUSHF) since 2019; age 70; resident of Connecticut. Cross spent 20 years at Morgan Stanley’s Commodities division (London and New York), retiring as Managing Director in 2015; prior roles at Merrill Lynch and a commodities exchange. He holds a BS from Cornell University and previously served as a Board Advisor to Ursa Space. The board identifies him for financial markets and commodities expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley (Commodities) | Managing Director | 20 years; retired 2015 | Senior leadership in commodities trading/markets |
| Merrill Lynch | Commodities-related role | Not disclosed | Financial markets experience |
| Commodities Exchange | Prior role | Not disclosed | Market operations context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ursa Space | Board Advisor | Not disclosed | Geospatial intelligence; oil inventories focus |
Board Governance
- Independence: Cross is independent under Canadian NI 52-110; one of four independent directors on a five-member board .
- Committee assignments: Audit Committee member (Chair: Billy Wafford); Compensation Committee member (Chair: CEO James Cacioppo); Nominating & Corporate Governance Committee member (Chair: CEO James Cacioppo) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings on which they served (except CEO recused from certain compensation meetings) .
- Lead Independent Director: Stephen Monroe; independent executive sessions occur during regular meetings .
| Committee | Role | 2024 Meetings | Independence Note |
|---|---|---|---|
| Audit | Member | 4 | All members independent and financially literate under NI 52-110 |
| Compensation | Member | 3 | Chair is the CEO; Cross and Monroe independent members |
| Nominating & Corporate Governance | Member | 0 | Chair is the CEO; Cross and Monroe independent members |
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $70,000 | None (not a chair) | Not disclosed | Directors reimbursed for travel expenses |
Performance Compensation
Time-based equity; no director-specific performance metrics disclosed. In 2024, Jushi implemented a director option cancellation and regrant program; Cross elected to participate. Replacement options vest one year from grant (Sept 13, 2024) at $0.54 exercise price (fair market value on grant date) .
| Grant/Action | Date | Instrument | # Options | Exercise Price | Vesting | Grant-Date FV (USD) |
|---|---|---|---|---|---|---|
| Option cancellation & regrant (directors aggregate) | 2024-09-13 | Stock options | 394,758 (aggregate for all non-employee directors) | $0.54 | 1-year cliff from grant date | — |
| Cross—Option awards (reported value) | 2024 | Stock options | Not individually disclosed | — | — | $9,600 (grant-date FV per ASC 718) |
Note: Equity awards for non-employee directors in 2024 are time-based, not tied to specific revenue/EBITDA/TSR metrics in the proxy disclosures .
Other Directorships & Interlocks
- No other public company directorships disclosed in biography; prior advisory role at Ursa Space (private) .
- Compensation Committee Interlocks: The proxy notes “certain transactions” involving Cacioppo, Cross, and Monroe disclosed elsewhere; no specific related-party transactions for Cross beyond director options program are enumerated in the RPT section .
Expertise & Qualifications
- Financial markets and commodities expertise; 20-year MD tenure at Morgan Stanley .
- Financial literacy acknowledged via Audit Committee membership; Audit Committee composed entirely of independent, financially literate members .
- Education: BS, Cornell University .
Equity Ownership
| Holder | Beneficial Shares | Exercisable Options (≤60 days) | % of Shares Outstanding | Outstanding Options (Total) |
|---|---|---|---|---|
| Benjamin Cross | 419,080 | 180,000 | <1% | 260,000 (vested + unvested as of 12/31/24) |
- Anti-hedging and anti-pledging policy: Directors prohibited from hedging or pledging company stock .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
-
Strengths:
- Independent director with deep commodities and capital markets background; contributes to Audit oversight and compensation/nominating processes .
- Audit Committee exclusively independent and financially literate; external auditor oversight and pre-approval policies described .
- Anti-hedging/anti-pledging policy supports alignment with shareholders .
-
Concerns / RED FLAGS:
- Option repricing program included non-employee directors; replacement options at $0.54 reset vesting—often viewed as investor-unfriendly unless clearly performance-linked .
- Absence of formal written related-party transaction (RPT) policy; reliance on Audit Committee and Board review, with intent to adopt a formal policy later .
- CEO is both Chair and Chair of Compensation and Nominating Committees, concentrating power; compensatory matters handled with CEO recusal but structural risk persists .
- Nominating & Corporate Governance Committee did not meet in 2024, potentially indicating limited formal governance refresh activity .
- Historical 2021 management cease-trade order (auditor timing issue); Cross was on the board at issuance; not ongoing, but indicates prior reporting control challenges .
-
Engagement:
- Cross met the ≥75% attendance threshold for Board and committees in 2024 .
- Independent directors hold executive sessions during regular meetings .
-
Related-party exposure (company-level):
- 2024/2025 financings involved entities affiliated with the CEO and a founder; Audit Committee/Board applied MI 61-101 processes and separate approvals excluding insiders, but formal RPT policy remains pending .
Overall: Cross provides credible financial oversight and independent perspective, but governance optics are weakened by option repricing for directors, concentrated committee chairing by the CEO, and the lack of a formalized RPT policy. Ongoing monitoring of committee activity and future adoption of formal RPT procedures is recommended .