Jeffrey Monat
About Jeffrey Monat
Independent director and current Chairman of the Board of Leafly Holdings, Inc. (Class III; term expires 2027), age 46, appointed March 25, 2024. He is deemed independent under Nasdaq rules and Rule 10A‑3 and serves as an audit committee financial expert; education includes a B.S. in Economics from The Wharton School (University of Pennsylvania). Core credentials span >20 years of institutional investing and cannabis industry experience since 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merida Merger Corp. I (SPAC) | Director | Aug 2019 – Feb 2022 | Predecessor to Leafly’s public listing via business combination; governance and transaction oversight |
| Sage Rock Capital | Senior Analyst | 2016 – 2018 | Event-driven investing |
| Seven Locks Capital | Senior Analyst | 2012 – 2016 | Long/short equity investing |
| FrontPoint Rockbay | Investment professional | 2010 – 2012 | Event-driven hedge fund |
| Rockbay Capital | Investment Analyst | 2003 – 2010 | Investment analysis |
| Goldman Sachs | M&A Advisory; Principal Strategies | 2000 – 2003 | M&A, valuation, corporate governance advisory; principal investing |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Merida Capital Holdings | Senior Partner | 2018 – Present | Private equity firm; cannabis exposure since 2013 |
| Lowell Farms Inc. | Independent Director | Jan 2022 – Present | Public cannabis company directorship |
| Friends Grow Friends Foundation, Inc. | Treasurer & Trustee | Ongoing | Non-profit board role |
Board Governance
- Board leadership: Chairman of the Board; presides over meetings and leads independent oversight .
- Independence: Two current independent directors (Monat, Nannetti); audit committee members satisfy Rule 10A‑3 and financial expert criteria .
- Committees (current): Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Chair). Majority of nominating committee independent; compensation committee composed of independent directors .
- Attendance and engagement:
- Board held 7 meetings in 2024; all directors attended the 2024 annual meeting .
- 2023 Board and committee attendance was 100% by all directors; Audit Committee met 5 times in 2023 with 100% attendance .
- Nominating & Corporate Governance met 5 times in 2024 with 100% attendance; Compensation met 4 times in 2024 with 100% attendance .
- Executive sessions: Independent directors meet regularly in executive sessions without management .
| Committee | Role | 2024 Meetings | 2023 Meetings | Attendance (latest disclosed) |
|---|---|---|---|---|
| Board | Chairman | 7 (2024) | — | 100% in 2023 |
| Audit | Chair | — | 5 (2023) | 100% in 2023 |
| Compensation | Member | 4 (2024) | — | 100% in 2024 |
| Nominating & Corporate Governance | Chair | 5 (2024) | — | 100% in 2024 |
Notable governance actions:
- Transaction approval: The going‑private reverse split and “Transaction” were approved by the Board, including current independent directors Jeffrey Monat and Andres Nannetti; no special committee was formed and no external fairness opinion was obtained .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 81,593 | Reflects pro‑rated board chair and committee retainers after appointment on Mar 25, 2024 . |
Director retainer schedule (non‑employee directors):
| Retainer Type | Pre-Apr 1, 2024 ($) | Post-Apr 1, 2024 ($) |
|---|---|---|
| Board Chair | 80,000 | 95,000 |
| Board Member (non-chair) | 50,000 | 65,000 |
| Audit Chair | 32,500 | 30,000 |
| Compensation Chair | 22,500 | 20,000 |
| Nominating Chair | 17,500 | 10,000 |
| Audit Member | 22,500 | 20,000 |
| Compensation Member | 14,500 | 12,500 |
| Nominating Member | 12,500 | 7,500 |
Additional notes:
- No individual meeting fees; travel expense reimbursements permitted .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Fair Value ($) | Vest Date | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Director annual grant) | Jun 1, 2024 | 7,500 | 10,950 | Jul 1, 2025 | Time‑based vesting; no performance metrics disclosed for director RSUs . |
Other Directorships & Interlocks
| Company/Entity | Role | Dates | Interlock/Exposure |
|---|---|---|---|
| Lowell Farms Inc. | Independent Director | Jan 2022 – Present | External public cannabis company directorship |
| Merida Merger Corp. I (SPAC) | Director | Aug 2019 – Feb 2022 | Historical linkage to Leafly’s business combination; related sponsor share and promissory note arrangements tied to the SPAC sponsor (Merida) . |
| Merida Capital Holdings | Senior Partner | 2018 – Present | Private equity investment role with cannabis focus; potential network interlocks in sector . |
| Leafly Board Network | — | — | Peter Lee previously served at Merida and is now Leafly’s President/COO and director, indicating Merida network interlocks at the board level . |
Expertise & Qualifications
- Audit committee financial expert; meets Nasdaq financial literacy requirements .
- Institutional investing, M&A, valuation, corporate governance; cannabis investing since 2013 .
- Education: B.S. in Economics, The Wharton School (University of Pennsylvania) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % | RSUs (Unvested) | Warrants (Exercisable Shares) | Strike Price | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Jeffrey Monat | 19,698 | <1% (*) | 7,500 scheduled to vest within 60 days of May 1, 2025 | 7,211 shares via 144,209 warrants | $230 per share | Company prohibits hedging/pledging absent pre‑approval; no pledging disclosed . |
Ownership alignment context:
- Directors and officers collectively held ~6.9% pre‑Transaction; anticipated to ~7.6–8.0% post‑Transaction depending on split ratio, indicating modest alignment increase from going‑private structure .
Governance Assessment
-
Strengths
- Independent chair with dual committee chair roles (Audit; Nominating) and audit financial expertise—supports robust oversight of financial reporting and board composition .
- High engagement: disclosed 100% attendance in 2023 for board/committees; 2024 committees met frequently (Comp: 4; Nom/Gov: 5) with 100% attendance .
- Hedging/pledging restrictions enhance alignment and risk control .
-
Potential conflicts/RED FLAGS
- Merida network interlocks: current chair is a Senior Partner at Merida Capital and ex‑director of Merida SPAC; Leafly director/President Peter Lee previously held executive roles at Merida; SPAC sponsor had related arrangements—raises perception risk on independence in strategic decisions .
- Procedural safeguards in going‑private: Board (including independent directors) approved reverse split; no special committee or external fairness opinion was used—a governance concern in transactions affecting minority holders .
- Ownership alignment: individual stake <1%—limited “skin‑in‑the‑game” despite leadership influence .
-
Director pay structure signals
- April 2024 adjustments increased board retainers and streamlined committee fees; 2024 cash paid to Monat ($81,593) plus time‑based RSUs ($10,950 FV) suggest conventional director pay with limited performance‑linkage .
-
Shareholder engagement
- Independent directors meet in executive session; all directors attended the 2024 annual meeting, indicating engagement .
Related-Party Exposure
- Historical arrangements tied to Merida SPAC sponsor (forfeitures/escrow; non‑interest promissory notes)—context for interlocks; no current ongoing related‑party cash flows disclosed for Monat personally .
Director Compensation Mix
| Year | Cash (Fees) | Equity (RSUs FV) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $81,593 | $10,950 | None | RSUs granted Jun 1, 2024; vest Jul 1, 2025 |
No options or PSUs disclosed for directors in 2024; equity awards are time‑based RSUs rather than performance‑conditioned .
Committee Assignments, Chair Roles, Expertise
| Committee | Role | Expertise/Notes |
|---|---|---|
| Audit | Chair | Audit committee financial expert; Rule 10A‑3 independence |
| Compensation | Member | Current composition of independent directors; 2024 committee met 4 times |
| Nominating & Corporate Governance | Chair | Majority independent; 2024 committee met 5 times |
Independence, Attendance, Engagement
- Independence: Board has two independent directors; Monat meets Nasdaq independence and Rule 10A‑3 criteria .
- Attendance: Board held 7 meetings in 2024; directors attended the 2024 annual meeting; 2023 board and committees saw 100% attendance .
- Engagement: Independent executive sessions and active committee work .
Other Notes (Policies)
- Hedging/pledging policy: Directors prohibited from hedging/pledging company securities without prior approval; margin accounts also restricted .
(*) Less than 1 percent .