Jon R. Levine
About Jon R. Levine
Jon R. Levine is Chief Executive Officer (since February 2023), President (since September 2022), and a director of MariMed; he has served as Treasurer and Secretary and on the Board since 2016. He previously served as Interim CFO from October 2023 to August 2024 and earlier as CFO and Chief Administrative Officer; age 60. His background spans 10+ years in cannabis and 20+ years in commercial real estate, banking, and leasing, including partner at Equity Industrial Partners, asset-based lender at US Trust, roles at AT&T Financial Services, and senior credit officer at New Court Financial .
MariMed reported FY 2024 revenue and adjusted EBITDA as shown below; management described 2024 as a year of record revenue in the March 2025 earnings release .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $148.6 | $158.0 |
| Adjusted EBITDA ($USD Millions, Non-GAAP) | $24.7 | $19.6 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity Industrial Partners | Partner | Not disclosed | Commercial real estate development/management expertise leveraged for multi-state cannabis infrastructure |
| US Trust Bank | Asset-based Lender | Not disclosed | Credit/financing skillset applicable to capital allocation and balance sheet management |
| AT&T Financial Services | Leasing | Not disclosed | Structured finance and leasing experience |
| New Court Financial | Senior Credit Officer | Not disclosed | Risk management and credit leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company or notable external board roles disclosed in filings |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (in effect/announced) |
|---|---|---|---|
| Base Salary (Paid/Contracted) | $369,712 (paid) | $375,000 (paid) | Voluntary reduction to $300,000 (announced Jan 2025) |
| Target Bonus (% of Base) | 60% (per A&R Employment Agreement, eff. Mar 1, 2023) | 60% | 60% (per contract; 2025 salary reduced) |
| Maximum Bonus (% of Base) | 120% | 120% | 120% |
| All Other Compensation (Company-paid insurance) | $20,792 | $21,789 | Not disclosed |
Performance Compensation
| Program/Grant | Metric(s) | Target | Actual/Payout | Form | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (FY 2023, paid in 2024) | Not disclosed | Not disclosed | $8,639 cash + 69,100 RSUs (GDFV $16,448) | Cash + RSUs | 1/3 on 4/2/2025; remainder in 4 semi-annual installments through 4/2/2027 |
| Annual Bonus (FY 2024, determined Apr 2025) | Not disclosed | Not disclosed | $29,654 to be paid in 269,578 RSUs (to be issued Q2’25) | RSUs | Not disclosed (timing of issuance in Q2’25) |
| RSU Grant (Mar 2023) | Not applicable (time-based) | — | 140,000 RSUs (GDFV $65,800) | RSUs | 1/3 at 1 year; then 1/6 every 6 months for two years |
| RSU Grant (Nov 2023) | Not applicable (time-based) | — | 450,000 RSUs (GDFV $146,250) | RSUs | 1/3 at 1 year; then 1/6 every 6 months for two years |
| RSU Grant (Apr 2024) | Not applicable (time-based) | — | 69,100 RSUs (GDFV $16,448) | RSUs | 1/3 on 4/2/2025; remainder semi-annual through 4/2/2027 |
| RSU Grant (Nov 2024) | Not applicable (time-based) | — | 281,250 RSUs (GDFV $41,344) | RSUs | 1/3 at 1 year; then 1/6 every 6 months for two years |
Notes:
- The proxy does not disclose the specific performance metrics or weightings used to determine annual bonuses for executives. 2024 bonuses were determined and set for payment in RSUs in April 2025 .
Equity Ownership & Alignment
- Beneficial ownership: 64,399,593 shares (15.75% of outstanding; base of 388,709,677 shares) .
- Includes: 10,000,000 options; 10,000,000 options held by the Fireman Trust (Levine sole trustee); 23,616,938 shares held by the Fireman Trust; and 213,889 RSUs subject to vesting. Excludes 6,684,640 shares held by Levine Family Trust; beneficial ownership disclaimed .
- Hedging/pledging: Company policy prohibits hedging and prohibits holding Company securities in margin accounts or pledging them; trades by directors/officers require pre-clearance and are subject to blackout windows and 10b5-1 plan rules .
- Stock ownership guidelines: Not disclosed in the proxy/10-K reviewed .
| Options (as of 12/31/2024) | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Options (grant 7/9/2021) | 5,000,000 | — | $0.88 | 07/09/2026 |
| Stock Options (grant 10/1/2021) | 5,000,000 | — | $0.90 | 10/01/2026 |
| Unvested RSUs (as of 12/31/2024) | Shares | Next Vest Dates (selected) |
|---|---|---|
| 281,250 | 281,250 | 93,750 on 11/29/2025; 46,875 on 5/29/2026; 46,875 on 11/29/2026; 46,875 on 5/29/2027; 46,875 on 11/29/2027 |
| 69,110 | 69,110 | 23,041 vested 4/2/2025; 11,517 on 10/2/2025; 11,518 on 4/2/2026; 11,517 on 10/2/2026; 11,517 on 4/2/2027 |
| 300,000 | 300,000 | 75,000 on 5/7/2025; 75,000 on 11/7/2025; 75,000 on 5/7/2026; 75,000 on 11/7/2026 |
| 70,000 | 70,000 | 23,333 vested 3/7/2025; 23,334 on 9/7/2025; 23,333 on 3/7/2026 |
| 277,777 | 277,777 | 138,888 vested 4/27/2025; 111,112 on 10/27/2025 |
Insider selling pressure watchlist (2025 vesting dates): 5/7 (75k), 9/7 (23.3k), 10/2 (11.5k), 10/27 (111.1k), 11/7 (75k), 11/29 (93.8k) with additional semi-annual vests thereafter; sales remain subject to policy pre-clearance/blackouts and no-hedging/pledging constraints .
Employment Terms
| Term | Base Severance (No CIC) | Change-in-Control (termination without cause or resignation for good reason in CIC protection period) |
|---|---|---|
| Cash Severance | 12 months base salary (paid over 12 months) | Lump sum equal to 24 months base salary |
| Bonus | If <6 months into FY: pro rata target bonus; if ≥6 months: full target bonus; paid at severance commencement | Two times target bonus + pro rata or full target bonus per timing |
| Benefits | Company share of medical/dental/vision premiums for 12 months | Company share of medical/dental/vision premiums for 24 months |
| Equity Vesting | Time-based awards that would vest in 12 months post-termination vest immediately | All unvested equity becomes fully vested and exercisable |
| Clawback | All awards under 2018 Plan subject to Company clawback policy | |
| Non-Compete/Other Covenants | Employment agreement includes restrictive covenants referencing Company’s multi-state cannabis operations (DE, IL, MD, MA, NV) | |
| 10b5-1/Trading Policy | Pre-clearance required; quarterly and event blackouts; hedging/pledging prohibited; margin accounts prohibited; 10b5-1 plans permitted with approval |
Board Service & Governance
- Board role: Director since 2016; CEO/President; not listed as serving on Board committees (committees comprised entirely of independent directors) .
- Board structure: Independent, non-executive Chair (Edward Gildea) with separate CEO role; Board cites benefits including increased independent oversight and CEO focus on operations .
- Committees: Audit (Chair David Allen), Compensation (members Allen, Gildea, Selhub; Chair Gildea), Nominating & Governance (members Allen, Gildea, Selhub; Chair Selhub); all members independent under Nasdaq rules .
- Attendance: In FY 2024, Board met 6x; Audit 5x; Compensation 3x; Nominating & Governance 1x; all directors ≥75% attendance .
Performance & Track Record
- Strategic execution under Levine’s tenure emphasizes “Expand the Brand” wholesale-led growth, entry/expansion into new markets (e.g., Delaware adult-use, Maine licensing, Pennsylvania managed services and brand distribution), and exploration of hemp-derived THC products via MMA Hemp Inc. .
- FY 2024 revenue $158.0M vs $148.6M in 2023; Q4 2024 adjusted EBITDA $5.9M with FY adjusted EBITDA shown below for context .
| Period | Revenue ($M) | GAAP Net (Loss) ($M) | Adjusted EBITDA ($M) |
|---|---|---|---|
| FY 2023 | $148.6 | $(10.1) | $24.7 |
| FY 2024 | $158.0 | $(12.1) | $19.6 |
Director Compensation (Context for Governance)
- Non-employee directors receive $40,000 annual cash retainer plus 75,000 RSUs (vest after 1 year); Committee chair stipends: Chair of Board $10,000; Audit $7,500; Compensation $5,000; Nominating & Governance $5,000 .
Say-on-Pay & Shareholder Feedback
- The 2025 proxy details voting mechanics and director elections; specific say-on-pay vote outcomes or approval percentages were not disclosed in the reviewed sections .
Compensation Structure Analysis
- Cash vs equity: Significant equity component via recurring time-based RSUs (e.g., 2023 and 2024 grants), and 2024 annual bonus paid entirely in RSUs—indicates emphasis on equity but with lower performance contingency versus PSUs; metric weightings not disclosed .
- Options to RSUs shift: Earlier large option grants (2021) now complemented by consistent RSU awards with semi-annual vesting, reducing risk for the executive relative to pure options .
- Clawback present across awards; hedging/pledging prohibited—positive alignment features .
- 2025 voluntary salary reduction to $300,000 suggests cost discipline/cash conservation signaling .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy (mitigates alignment risk) .
- Repricing/award modification: No evidence of option repricing disclosed in reviewed documents .
- Related party/loans: Not disclosed in reviewed sections; beneficial ownership includes significant trust holdings with disclosures regarding trustee roles and disclaimed family trust interests .
- Trading controls: Strict pre-clearance and blackout rules; 10b5-1 plans allowed, which can structure sales around scheduled vesting .
Equity Ownership Snapshot (Detail)
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Jon R. Levine | 64,399,593 | 15.75% | Includes 10,000,000 options; 10,000,000 options held by Fireman Trust (Levine trustee); 23,616,938 shares held by Fireman Trust; 213,889 RSUs; excludes 6,684,640 shares in Levine Family Trust (disclaimed) |
Investment Implications
- Alignment: Very high insider ownership (15.75%) and prohibition on hedging/pledging align interests with long-duration equity value creation, though time-based RSUs reduce performance linkage versus explicit PSU/TSR constructs .
- Near-term supply: Multiple RSU vesting events in 2025–2027 (notably Oct–Nov 2025 and semi-annual cadence) could introduce periodic selling pressure; monitoring Form 4s and any 10b5-1 plan adoptions is warranted .
- Retention/transition: Severance (12 months salary + benefits + target/pro rata bonus; 12 months vesting) and robust CIC terms (2x salary + 2x target bonus + full acceleration) support retention but could be viewed as generous for a company of MariMed’s size; still standard within U.S. MSO peer context .
- Governance: Independent chair and fully independent committees mitigate dual-role concerns of a CEO-director; attendance and committee structure indicate functioning oversight .
- Execution track: Strategy under Levine emphasizes wholesale/brand expansion and selective M&A/licensing (e.g., Delaware consolidation; Pennsylvania MSA; hemp-derived THC entry); revenue grew in 2024, but adjusted EBITDA declined year over year—focus on profitability conversion will be a key performance gate for incentive design and investor confidence .