Peter Lee
About Peter Lee
Peter Lee is President and Chief Operating Officer of Leafly Holdings, Inc. (LFLY) since May 1, 2024, and has served on the board since February 4, 2022. He is age 47, with a B.S. from UC Berkeley (Haas) and an MBA from Stanford GSB, and previously spent 20+ years as an investor across hedge funds and private equity (Tiger Management, Blackstone Kailix, Spring Point Capital, Sentinel Rock Capital) and as President/CFO of Merida Merger Corp. I prior to its business combination with Leafly . Company performance context: Leafly’s revenue was $42.252M in 2023 and $34.642M in 2024, with a net loss of $9.498M in 2023 and $5.747M in 2024; Q1 2025 revenue was $7.882M with a net loss of $1.781M .
Company performance snapshot
| Metric | 2023 | 2024 | Q1 2025 |
|---|---|---|---|
| Revenue ($) | 42,252,000 | 34,642,000 | 7,882,000 |
| Net Loss ($) | 9,498,000 | 5,747,000 | 1,781,000 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Leafly Holdings, Inc. | President & COO; Director | 2024–present (COO); Director since 2022 | Leads monetization, operations, corporate development; continues board role |
| Merida Merger Corp. I | President, CFO, Secretary; Director | 2019–2022 | Led SPAC that combined with Leafly to take it public |
| Sentinel Rock Capital | Co‑founder, Managing Partner | 2011–2018 | Built long/short equity hedge fund platform |
| Spring Point Capital | Analyst & Partner | 2009–2011 | Long/short equity investing |
| Blackstone Kailix (The Blackstone Group) | Sector Head (Financials/Retail) | 2007–2009 | Research leadership in long/short hedge fund business |
| Tiger Management | Analyst | 2005–2007 | Public equities research |
| J.H. Whitney & Co. | Senior Associate (Growth PE) | 2000–2002 | Growth PE in financial services/fintech |
| Capital Z Partners | Associate | 1999–2000 | Growth PE |
| Morgan Stanley Capital Partners | Analyst | 1997–1999 | Private equity analyst |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Leafly Holdings, Inc. | Director (non‑independent since 5/1/24) | 2022–present | Remains on the board as a management director |
No other public company directorships or committee roles were disclosed in the proxy/8-Ks reviewed.
Fixed Compensation
Contract terms (as of appointment)
| Component | Terms |
|---|---|
| Base salary | $450,000 per year |
| Target annual bonus | 60% of base salary; cash and/or equity at Compensation Committee discretion |
| Sign‑on bonus | $187,500 cash, paid after start date |
| Benefits | Standard employee benefits |
| Employment status | At‑will; remote in California; reports to CEO |
Actual 2024 compensation (Summary Compensation Table)
| Year | Salary ($) | Non‑Equity Incentive ($) | Stock/Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 281,250 | 187,500 | — | 27,460 | 496,210 |
Notes:
- Director fees received in 2024 before becoming an executive: $29,952 cash; no stock awards (executive directors not paid for board service) .
Performance Compensation
| Element | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual bonus (2024) | Company/personal performance (not itemized) | Not disclosed | 60% of base opportunity | $187,500 paid (prorated for 2024 service) | Paid per annual plan; metrics not disclosed |
| Long‑term equity (2024 grants) | RSUs/other | — | — | No 2024 options; RSUs granted broadly in Q1 2024. No new executive grant for Mr. Lee disclosed as of 12/31/24 | RSU cadence described below |
Leafly disclosed granting RSUs to executives and employees in Q1 2024 and no stock options in 2024; Mr. Lee’s outstanding equity table as of 12/31/24 shows only director RSUs from 2022 (no new 2024 executive grant disclosed) .
Equity Ownership & Alignment
Beneficial ownership (as of May 1, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Peter Lee | 37,105 | 1.2% | Includes 16,371 shares issuable upon exercise of 327,410 warrants at $230 per share |
Outstanding and vesting (Mr. Lee)
| As of 12/31/2024 | Unvested RSUs (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 2018/2021 Plans (director awards): grant dates 8/17/2022 and 10/6/2022 | 320; 129 | $502; $203 (at $1.57) | Annual 1/3 on anniversary dates starting 2/4/2023 (director award schedule) |
- Subsequent vesting: 449 RSUs vested to Peter Lee in February 2025 (consistent with the 320+129 units outstanding at year‑end) .
- Hedging/pledging: Directors/officers are prohibited from hedging and from holding or pledging company stock in margin accounts without pre‑approval by the General Counsel (policy applies to Peter Lee) .
- Ownership guidelines: Not disclosed in reviewed materials.
Employment Terms
| Term | Provision |
|---|---|
| Start date | May 1, 2024 |
| Board seat linkage | While serving as President & COO, the company will nominate him for re‑election; if he ceases to serve as President & COO, he will resign from the board |
| Severance (outside Change of Control) | 12 months of base salary paid over 12 months; up to 12 months COBRA if elected; no target bonus; release required |
| Severance (during Change of Control Period) | 12 months base salary + target bonus paid over 12 months; up to 12 months COBRA; full acceleration of unvested time‑based RSUs; release required |
| Definitions | “Cause,” “Good Reason,” “Change of Control Period” per agreement; Good Reason includes material duty reduction, >10% base pay cut (unless broad-based), material relocation, certain board status changes pre‑CoC, and failure to assume obligations post‑CoC, with notice/cure periods |
| 280G treatment | Best‑net cutback to avoid 4999 excise or deliver full if better after tax; reduction waterfall specified; no excise tax gross‑up |
| Arbitration/other | Arbitration per Confidential Information Agreement; no mitigation requirement; prevailing party fee reimbursement on severance disputes |
| 401(k) and benefits | Company matches up to 1% at 100% and 1–6% at 50%; no nonqualified deferred comp or pension plans |
Change‑in‑Control equity: For NEOs other than CEO, unvested Liquidity Event/Milestone options vest on a Change in Control (2018 Plan); unvested RSUs under the 2021 Plan fully vest if termination occurs on or within 6 months post‑CoC (double trigger); time‑based options under 2018 Plan are forfeited upon termination in connection with a CoC .
Board Governance
- Service history: Director since Feb 4, 2022; became President & COO on May 1, 2024 and remained on the board as a management director (no longer independent) .
- Committees:
- Compensation Committee member until March 25, 2024 .
- Nominating & Corporate Governance Committee membership noted; he was removed from NCG on April 25, 2024 following loss of independence; subsequent NCG membership comprised Jeffrey Monat (Chair) and Andres Nannetti as independent members alongside noted references to Peter’s committee context in 2024 with 100% NCG attendance .
- Director compensation: Executives (CEO, President/COO) are not paid for board service; non‑employee director retainer schedule increased 4/1/2024; Peter Lee’s 2024 director cash fees before becoming an executive totaled $29,952 .
- Independence and dual‑role implications: As a seated executive, he is not independent under Nasdaq rules; dual role concentrates influence but reduces board independence for committees requiring independent members (he was removed from NCG accordingly) .
Director/Insider Transactions and Related Parties
- Consulting: Leafly engaged Peter Lee (then a director) as a consultant starting Sept 1, 2023 at $30,000/month for up to four months ($120,000 earned; $90,000 payable at 12/31/2023, repaid in 2024) .
- Insider trading policy: Prohibits hedging and pledging of company securities without pre‑approval; also restricts trading outside windows/blackouts .
Compensation Structure Analysis
- Cash‑heavy 2024 mix: For 2024, Mr. Lee’s disclosed compensation consisted primarily of salary and a prorated cash annual incentive plus standard benefits; no new 2024 equity grant to Mr. Lee was disclosed as of year‑end (his outstanding equity reflected director RSUs from 2022) .
- Retention economics: Offer letter included a $187,500 sign‑on; severance provides 12 months salary outside CoC and salary+target bonus in a CoC period with RSU acceleration (double‑trigger) .
- Risk alignment: Hedging/pledging limitations support alignment; however, limited fresh equity grants in 2024 reduce forward‑looking equity-at‑risk exposure specifically tied to Mr. Lee (based on disclosed year‑end awards) .
- No gross‑ups: 280G best‑net cutback (no excise gross‑up) suggests shareholder‑friendly change‑in‑control treatment .
- Clawback policy: Not specifically disclosed for executives in reviewed materials; no recoupment examples found (N/A).
Say‑on‑Pay & Shareholder Feedback
- The company did not submit an advisory vote on executive compensation in 2025 because, if the reverse stock split and deregistration are approved, such requirements would no longer apply .
- Reverse split/deregistration proposals (1:200 to 1:500 ratio) seek to reduce holders below SEC thresholds; post‑Form 15, executive compensation and ownership disclosures would cease to be publicly available (governance transparency risk) .
Equity Award Detail (NEO table excerpt context)
| Award Holder | Grant Dates | Unvested RSUs (#) at 12/31/24 | Vesting Notes |
|---|---|---|---|
| Peter Lee | 8/17/2022; 10/6/2022 | 320; 129 | Director RSUs vest 1/3 annually starting 2/4/2023; 449 units vested in Feb 2025, eliminating these remaining tranches |
Risks & Red Flags
- Dual role (executive + director) reduces independence; committee removals reflect this, but governance checks rely on remaining independent directors .
- Related‑party consulting in 2023 was disclosed and repaid; continued monitoring advisable for conflicts .
- Planned deregistration reduces ongoing transparency (no Section 16/13 reporting, no proxy/SOP), potentially elevating governance and liquidity risk for investors .
- No evidence of hedging/pledging by Mr. Lee; policy restricts such activity absent GC approval (alignment positive) .
Expertise & Qualifications
- Education: B.S., UC Berkeley Haas; MBA, Stanford GSB .
- Domain: Capital allocation, corporate development, public markets; >5 years cannabis industry involvement via Merida/Leafly .
- Attendance: Nominating & Corporate Governance Committee noted 100% attendance in 2024 (committee‑level) .
Employment & Contract Provisions Summary
| Trigger | Cash | Benefits | Equity |
|---|---|---|---|
| Without Cause / Good Reason (outside CoC) | 12 months base salary paid over 12 months | Up to 12 months COBRA if elected | No automatic equity acceleration (subject to plan/award terms) |
| Without Cause / Good Reason (during CoC Period) | 12 months base + target bonus paid over 12 months | Up to 12 months COBRA | Full acceleration of unvested time‑based RSUs; performance awards per terms |
| 2018/2021 Plan CoC effects (NEOs, non‑CEO) | — | — | Liquidity/Milestone options vest on CoC (2018 Plan); RSUs fully vest if termination on or within 6 months post‑CoC (2021 Plan) |
Investment Implications
- Alignment and retention: 2024 pay is cash‑tilted (salary, cash bonus, sign‑on) with limited fresh equity disclosed at year‑end for Mr. Lee, reducing medium‑term equity-at‑risk exposure specific to him; however, double‑trigger CoC protections and RSU acceleration create potential event‑driven incentives .
- Selling pressure/overhang: Remaining 2022 director RSUs (449) fully vested in Feb 2025, removing that near‑term vesting overhang; beneficial ownership (1.2%) includes warrant‑linked exposure with a high exercise price, limiting immediate in‑the‑money liquidity .
- Governance risk: As a non‑independent executive director and given the company’s intent to deregister, investors face reduced transparency and fewer external governance checks; monitoring board composition and independent committee oversight becomes more critical post‑transaction .
- Execution risk vs. experience: Deep capital markets background and prior SPAC leadership underpin M&A/capital allocation capability at a time of industry transition; company financials show contracting revenue into 2024, so operational turnaround KPIs (monetization, cost discipline) will be key to evaluating pay‑for‑performance going forward .