Andres Nannetti
About Andres Nannetti
Andres Nannetti (age 48) was appointed to Leafly’s Board on March 25, 2024 and serves as a Class III director with a term expiring at the 2027 annual meeting. He is Managing Director of Leawood Investments (since 2005); prior roles include Executive Chairman of NatuEra Sàrl (2018–2022), co-founder/CEO of Rovia Inc. (1999–2002), and roles at JP Morgan in Latin America M&A/Private Equity. He holds a B.S. in Economics from MIT and an MBA from Stanford GSB.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leawood Investments | Managing Director | Sep 2005–present | Principal investor across real assets, infrastructure, cannabis, agriculture |
| NatuEra Sàrl | Executive Chairman | Aug 2018–Apr 2022 | Global cannabis CDMO; operational leadership |
| Rovia Inc. | Co-founder & CEO | 1999–2002 | Digital rights management software; led to acquisition by Enchoice |
| JP Morgan | Latin America M&A; Morgan Capital PE | Began 1998 | Transactional and investment experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Leawood Investments | Managing Director | Private | Diversified investments including cannabis cultivation/manufacturing |
| Merida Merger Corp. I | Director (past) | Public (SPAC) | Sep 2019–Feb 2022; network tie to Leafly de-SPAC sponsor ecosystem |
Board Governance
| Committee | Role | Independence | Meetings (year) | Attendance |
|---|---|---|---|---|
| Compensation | Chair | Independent (Nasdaq; Rule 16b-3 non-employee) | 4 (2024) | 100% |
| Audit | Member | Independent (Rule 10A-3; Nasdaq); financial expert | 5 (2023) | 100% (committee members) |
| Nominating & Corporate Governance | Member | Majority independent; Nannetti independent | 5 (2024) | 100% |
- Director Independence: Board determined Nannetti is independent under Nasdaq rules and Exchange Act Rule 10A-3; LFLY continues to apply Nasdaq independence standards despite OTC Pink trading after Jan 17, 2025 delisting.
- Board composition and classes: Nannetti is Class III; current term expires 2027.
- Hedging/Pledging Policy: Directors are prohibited from hedging/pledging LFLY securities without advance approval from General Counsel.
Fixed Compensation
| Item | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $86,538 | FY 2024 | Non-employee director cash fees |
| Stock Awards (RSUs grant-date fair value) | $10,950 | FY 2024 | Annual director RSU grant; vesting details below |
| Total | $97,488 | FY 2024 | No meeting fees; travel expense reimbursement only |
| Retainer Schedule (Non-Employee Directors) | Pre-4/1/2024 | Post-4/1/2024 | Notes |
|---|---|---|---|
| Board Chair (cash) | $80,000 | $95,000 | Chair cash retainer |
| Board Member (cash) | $50,000 | $65,000 | Director cash retainer |
| Audit Chair | $32,500 | $30,000 | Committee chair increment |
| Compensation Chair | $22,500 | $20,000 | Committee chair increment |
| Nominating/Gov Chair | $17,500 | $10,000 | Committee chair increment |
| Audit Member | $22,500 | $20,000 | Committee member increment |
| Compensation Member | $14,500 | $12,500 | Committee member increment |
| Nominating/Gov Member | $12,500 | $7,500 | Committee member increment |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Vest Date |
|---|---|---|---|---|---|
| Jun 1, 2024 | RSUs (Director annual grant) | 7,500 | $10,950 | Time-based; single cliff vest | Jul 1, 2025 |
- No director options disclosed or performance-linked director equity; RSUs are service-vesting only; no meeting fees are paid.
Other Directorships & Interlocks
| Company | Type | Role | Committee Interlocks/Notes |
|---|---|---|---|
| Merida Merger Corp. I | Public (SPAC) | Director (Sep 2019–Feb 2022) | Historical association with LFLY de-SPAC sponsor ecosystem; Compensation Committee interlocks reported as none in 2024. |
Compensation Committee Interlocks: In 2024, the Compensation Committee consisted of Nannetti (Chair) and Pickerill; no member was an officer/employee and no interlocks were reported with other companies’ compensation committees.
Expertise & Qualifications
- Audit committee financial expert and financially literate under Nasdaq/SEC definitions; serves on Audit Committee.
- 25+ years in private equity and operations across international markets and cannabis; senior roles including Executive Chairman and Managing Director.
Equity Ownership
| As-of Date | Beneficially Owned Shares | % Outstanding | Components/Notes |
|---|---|---|---|
| May 1, 2025 | 16,900 | <1% | Includes 5,847 shares issuable on exercise of 116,927 warrants (strike $230) and 7,500 RSUs scheduled to vest within 60 days (if applicable). |
- Ownership calculation based on 3,137,380 shares outstanding as of May 1, 2025 per proxy methodology.
- Hedging/pledging generally prohibited without GC approval; no pledging disclosed in ownership footnotes.
Shareholder Vote Signal (Election Support)
| Meeting Date | Proposal | Nominee | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|---|---|
| Jul 25, 2024 | Election (Class III) | Andres Nannetti | 641,142 | 26,228 | 710,491 |
Governance Assessment
-
Strengths
- Independent director with finance and cannabis industry expertise; chairs Compensation and serves on Audit/Nominating, with full attendance in 2024 committee duties.
- Audit Committee financial expert designation enhances oversight of financial reporting and controls.
- Director compensation uses time-based RSUs (modest fair value) and standardized retainers; no meeting fees, reducing pay-for-attendance incentives.
- Shareholder support: Strong “For” vote in 2024 election (641k for vs. 26k withheld).
-
Watch items / potential conflicts
- Historical ties to Merida SPAC ecosystem (past director at Merida); however, proxy discloses no compensation committee interlocks in 2024 and committee independence is affirmed.
- Company delisted from Nasdaq in January 2025 and is pursuing deregistration; board states continued adherence to Nasdaq independence standards, but reduced public reporting may limit transparency going forward.
-
Policies mitigating risk
- Related party transaction policy with Audit Committee review/approval and oversight; Audit obligated to review/ratify related person transactions and conflicts.
- Insider trading policy prohibits hedging/pledging without GC approval.
Overall: Nannetti presents solid governance credentials (committee leadership, independence, attendance) and relevant sector expertise. Historical SPAC ties warrant routine monitoring, but disclosures indicate appropriate committee independence and interlock safeguards.