Marina Hahn
About Marina Hahn
Independent director (age 67) at Jushi Holdings Inc. since 2021; consumer brands operator/executive with prior leadership across beverages and CPG; Wellesley College graduate. Biography highlights: co-founded HOUSEOFLOVE (ready-to-drink beverages; currently General Manager), prior roles at Rotkäppchen‑Mumm (consultant, 2020–2021), co-founded ZX Ventures (growth arm of Anheuser‑Busch, 2018–2020), President of Consumer Division at Flex Pharma (2014–2017), and founder of SVEDKA Vodka; brings consumer brand-building expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HOUSEOFLOVE | Co‑Founder; General Manager | Current | Consumer brand operating experience relevant to retail/CPG strategy |
| Rotkäppchen‑Mumm | Consultant | 2020–2021 | European beverages market exposure |
| ZX Ventures (Anheuser‑Busch) | Co‑Founder (growth/venture arm) | 2018–2020 | Innovation, venture scaling in beverages |
| Flex Pharma | President, Consumer Division | 2014–2017 | Consumer health/CPG leadership |
| SVEDKA Vodka | Founder | Not stated | Brand creation, marketing, growth; exit to Constellation Brands |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Prior public company boards | None disclosed in proxy |
| Private/non‑profit/academic boards | Not disclosed |
Board Governance
- Independence: Classified as independent under Canadian NI 52‑110; four of five directors (including Hahn) are independent; CEO/Chair (Cacioppo) is not independent .
- Committee assignments: None for Hahn (Audit: Wafford/Chair, Monroe, Cross; Compensation: Cacioppo/Chair, Cross, Monroe; Nominating & Corporate Governance: Cacioppo/Chair, Cross, Monroe) .
- Lead Independent Director: Stephen Monroe serves as Lead Independent Director .
- Meetings/attendance: Board held 1 meeting and 17 unanimous written consents in 2024; all directors met ≥75% attendance on Board/committee meetings (Hahn included); CEO was below 75% for comp committee due to recusals on related‑party topics .
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings .
- 2025 election outcome: Strong support for Hahn (FOR 99.222%, WITHHOLD 0.778%)—top-two among nominees—indicating high investor confidence .
- Interlocks: Company discloses no compensation committee interlocks in 2024; comp committee includes CEO as Chair, with CEO recusing on self‑related matters .
Governance flags:
- CEO chairs Compensation and Nominating & Corporate Governance committees (not best practice for independence) .
- No formal written related‑party transaction policy in place yet (oversight handled by Audit Committee/Board; intends to adopt formal policy) .
- 2024 option repricing program included non‑employee directors, restarting vesting at a lower strike—can be viewed as shareholder‑unfriendly if not well‑justified .
Fixed Compensation (Director)
| Year | Role | Cash Retainer | Committee/Chair Fees | Total Cash |
|---|---|---|---|---|
| 2024 | Independent Director | $70,000 | $0 | $70,000 |
Notes: Additional retainers paid to other directors (Lead Independent Director $20,000; Audit Chair $30,000) did not apply to Hahn .
Performance Compensation (Director)
| Year | Equity Instrument | Shares/Units | Strike/Grant Price | Vesting | Accounting Value |
|---|---|---|---|---|---|
| 2024 | Stock options (replacement under repricing) | Not individually disclosed | $0.54 (FMV at grant) | One‑year cliff from 9/13/2024 for director replacement options | $9,600 (incremental grant date fair value) |
- Program details (board‑wide for non‑employee directors): Limited cancellation/regrant for underwater options; directors collectively repriced 394,758 options to $0.54 on 9/13/2024; vesting restarted and vests in full one year from grant .
- Performance metrics: None disclosed for director equity; director equity appears time‑based, not performance‑conditioned .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships | None disclosed for Hahn |
| Interlocks with customers/suppliers/competitors | None disclosed |
Expertise & Qualifications
- Education: Wellesley College (BA) .
- Functional expertise: Consumer brand building, beverage/CPG marketing, venture/innovation, and DTC/retail commercialization—relevant to Jushi’s branded product strategy .
- Board roles: No committee seats; independent; strong 2025 re‑election support .
Equity Ownership
| Holder | Beneficially Owned Shares | Components / Footnotes | % of Subordinate Voting Shares |
|---|---|---|---|
| Marina Hahn (Director) | 157,301 | Includes 140,000 options exercisable within 60 days of 4/17/2025 | <1.0% |
Supplemental option position (as of 12/31/2024): Hahn held 220,000 aggregate outstanding options (vested and unvested) .
Policy constraints: Anti‑hedging and anti‑pledging policy applies to directors (hedging/pledging prohibited) .
Insider Trades
| Period | Form 4 / Insider Transactions | Notes |
|---|---|---|
| FY2024 | Not detailed in proxy | Company states all Section 16(a) reports by officers/directors/10% holders were timely filed in FY2024 . |
Governance Assessment
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Strengths
- Clear independence designation for Hahn; strong shareholder support in 2025 (≈99.2% FOR) reinforces investor confidence in her candidacy .
- Relevant consumer/CPG brand expertise aligns with Jushi’s product/retail strategy; potential value‑add for marketing, brand development, and customer insights .
- Attendance threshold met; independent directors convene executive sessions, with a named Lead Independent Director .
-
Watch items / RED FLAGS
- Committee structure: CEO chairs both Compensation and Nominating/Governance committees; Hahn sits on no committees—diluting independent oversight leverage at committee level .
- Related‑party transactions oversight: No formal written RPT policy yet (oversight by Audit Committee/Board); multiple financings involved affiliates; adoption of a formal policy would strengthen investor protections .
- Option repricing for non‑employee directors (including Hahn) at $0.54 with vesting reset—may be viewed as misaligned if shareholder returns remain depressed; requires robust disclosure/justification to mitigate perception risk .
-
Alignment and incentives
- Director cash retainer modest; equity exposure exists but Hahn’s beneficial ownership is <1% with a material portion in options; ownership appears limited relative to outstanding shares—partial alignment via equity, but “skin‑in‑the‑game” is not large in percentage terms .
- Anti‑hedging/pledging policy reduces misalignment risk and protects against downside‑hedging behavior .
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Shareholder signals
- High re‑election support for Hahn stands out versus CEO’s significantly lower support, indicating investors differentiate between independent directors and insider leadership; reinforces confidence in Hahn’s presence on the board while flagging broader governance questions at the committee/chair level .