Stephen Monroe
About Stephen Monroe
Stephen Monroe (age 65) has served as an independent director of Jushi Holdings Inc. since 2019 and currently serves as the Lead Independent Director. He brings extensive financial markets and risk management experience; he is President and Managing Partner of Liquid Capital Alternative Funding, a role he has held since 2016, and previously held senior roles at JPMorgan, Barclays, and the Royal Bank of Scotland. He holds a BA from Williams College and resides in New York, US .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liquid Capital Alternative Funding | President & Managing Partner | 2016–present | Asset-based lending and risk management expertise |
| JPMorgan | National Sales Manager, Short Duration Products | Not disclosed | Cash and short-duration products expertise |
| Barclays | Senior management roles (cash/short duration products) | Not disclosed | Financial markets and risk management |
| Royal Bank of Scotland | Senior management roles (cash/short duration products) | Not disclosed | Financial markets and risk management |
External Roles
- No other public company directorships disclosed in the 2025 and 2024 proxy biographies for Mr. Monroe .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Canadian NI 52-110; one of four independent directors on a five-member Board . |
| Lead Independent Director | Serves as Lead Independent Director with authority to chair meetings without the CEO/Chair, coordinate independent directors, and liaise with the Chair/CEO . |
| Committees (2025) | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (member) . |
| Committee Chairs | Audit Committee chaired by Billy Wafford; Compensation and Nominating & Corporate Governance Committees chaired by CEO/Chair James Cacioppo (Monroe is not a chair) . |
| Attendance | 2024: Board held 1 meeting and 17 unanimous written consents; each director attended ≥75% of Board/committee meetings (CEO recused from some comp meetings). 2023: Board held 3 meetings and 28 unanimous consents; each director attended ≥75% except Marina Hahn . |
| Executive Sessions | Independent directors meet in executive session at regularly scheduled Board meetings . |
| Committee Activity (2024) | Audit met 4x; Compensation met 3x; Nominating & Corporate Governance did not meet . |
| Insider Trading, Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers . |
| EGC/Smaller Reporting Company | Not required to conduct say‑on‑pay votes as an Emerging Growth Company; also a Smaller Reporting Company . |
Fixed Compensation
| Year | Cash Retainer ($) | Role-Specific Cash Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 70,000 (base non-employee director retainer) | 20,000 (Lead Independent Director) | 90,000 (actual fees earned) |
| 2023 | 67,500 (base retainer; increased to 70,000 in Q3’23) | 10,000 (LID pre‑Q3’23; increased to 20,000 in Q3’23) | 77,500 (actual fees earned) |
Notes: Audit Chair receives $30,000; Monroe is not Audit Chair .
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, $) | Structure/Notes |
|---|---|---|
| 2024 | 17,469 | Participated in stock option cancellation and regrant program; replacement options granted 9/13/2024 at $0.54; directors’ replacement options vest in full one year from grant . |
| 2023 | 57,652 | Participated in option cancellation and regrant program; directors’ replacement options granted 12/17/2023 at $0.55; vesting restarted to one-year cliff . |
Key equity award terms impacting directors (board-wide programs):
- 12/17/2023: Non-employee directors had 140,000 options (aggregate) repriced from $3.91 to $0.55; vesting restarted to one year .
- 9/13/2024: Non-employee directors had 394,758 replacement options (aggregate) granted at $0.54; replaced options with exercise prices ≥$1.91; one-year vesting from replacement grant date .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current) | None disclosed for Mr. Monroe in proxy biographies . |
| Compensation committee interlocks | Company reports no interlocks involving its executive officers; committee members in 2024 were Cacioppo (Chair), Cross, Monroe . |
Expertise & Qualifications
- Financial markets and risk management expertise; senior leadership across short-duration and cash products at JPMorgan, Barclays, and RBS .
- Asset-based lending leadership as President & Managing Partner, Liquid Capital Alternative Funding (since 2016) .
- Independent director with multi-committee service and Lead Independent Director responsibilities .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % of Shares Outstanding | Options Exercisable within 60 Days | Total Outstanding Options (incl. unvested) |
|---|---|---|---|---|
| Apr 17, 2025 | 358,684 | <1% (as indicated by “*”) | 205,000 | 338,952 (as of Dec 31, 2024) |
Policy and practices:
- Anti-hedging and anti-pledging policy in place for directors/officers .
- No disclosed director stock ownership guidelines in the proxies reviewed (not mentioned) .
Governance Assessment
Strengths
- Independent director with Lead Independent Director role providing additional oversight and balancing combined CEO/Chair structure .
- Serves on Audit, Compensation, and Nominating & Governance Committees; Audit Committee comprised entirely of independent, financially literate members .
- Attendance: met ≥75% Board/committee attendance thresholds in 2024; strong engagement historically (exception noted for another director in 2023) .
- Anti-hedging/pledging policy supports alignment with shareholders .
Watch items / RED FLAGS
- Option repricing programs in 2023 and 2024 for executives and non-employee directors, with vesting restarts; generally viewed as shareholder-unfriendly unless well-justified and strongly performance-conditioned .
- Nominating & Corporate Governance Committee did not meet in 2024, a potential indicator of limited governance refresh/oversight cadence .
- Company reports having no formal written related party transaction policy (intends to adopt); Audit Committee/Board handle reviews ad hoc—heightens governance risk given multiple related-party financings with CEO participation .
- Combined CEO/Chair and CEO chairing Compensation and Nominating & Governance Committees, even with recusal on self-related matters, can concentrate power; presence of lead independent director mitigates but does not eliminate concern .
- Historical 2021 management cease trade order in Canada (auditor timing-related); while resolved, it’s a legacy governance blemish for current board members present at issuance .
Compensation structure signals
- Shift toward higher cash retainer and lower equity value in 2024 for Monroe ($90,000 cash vs. $77,500 in 2023; option value $17,469 vs. $57,652 in 2023), reducing at-risk pay for directors year-over-year .
- Director equity influenced by board-approved repricing programs rather than performance-conditioned equity; limited disclosed use of performance metrics for director pay .
Insider trading compliance
- Company reports all Section 16(a) filings were timely for fiscal 2024 (and 2023), with no delinquencies noted .