Timothy Shaw

About Timothy Shaw

Timothy Shaw, age 47, is MariMed’s Chief Operating Officer (COO) since July 2021, after serving as COO of wholly owned subsidiary MariMed Advisors Inc. from 2014 to 2021. He brings deep operational expertise in cultivation, hydroponics, processing, facilities, and product development; is a co‑creator of the Betty’s Eddies brand; and is a U.S. Army veteran (eight years, four active duty) . MariMed’s proxy disclosures do not specify executive‑level TSR or quantitative performance metrics tied to annual bonuses; bonuses are determined by “performance goals established by the Company” without detailed metric disclosure .

Past Roles

External Roles

Fixed Compensation

Notes:

• RSU grants generally vest 1/3 at year 1 and 1/6 every six months thereafter for two years .

Performance Compensation

RSU Grants and Vesting Schedules

Option Awards

Annual Bonus Structure and Payouts

• Annual bonus is based on “performance goals established by the Company”; specific metrics (e.g., revenue, EBITDA, TSR) and weightings are not disclosed in proxies .
• Payouts: 2023 bonus totaled $37,434 ($7,487 cash + 59,895 RSUs), granted Apr 2, 2024; 2024 bonus determined at $26,985 to be paid entirely in 245,316 RSUs in Q2 2025 .

Equity Ownership & Alignment

Additional ownership detail (as of Dec 31, 2024):

• Unvested RSUs outstanding: 243,750; 59,895; 260,000; 65,000; 222,223 (total 850,868) .
• Options outstanding and exercisable: 1,250,000 @ $0.88 (exp. Jul 9, 2025); 1,250,000 @ $0.90 (exp. Oct 1, 2026) .

Insider trading/vesting activity:

• Reported Form 4 filings show RSU grants and small dispositions aligned with vesting dates (e.g., Apr 2, 2025 filing reflecting RSU‑related changes; small scheduled sales around Mar–Apr 2024 and Sep–Oct 2024) .

Stock ownership guidelines/pledging:

• No explicit officer stock ownership guidelines or pledging disclosures were identified in recent proxies; beneficial ownership disclosures note family trust holdings are disclaimed for Section 13(d)/(g) purposes .

Employment Terms

• Current Employment Agreement: Amended and Restated Employment Agreement effective Feb 28, 2023; base salary $325,000 effective Mar 1, 2023; target bonus 60% of base, max 120% .
• Regular severance (without Cause / with Good Reason): 12 months base salary; 12 months company‑paid medical/dental/vision premiums; pro rata target bonus if <6 months into fiscal year; full target bonus if ≥6 months; time‑based equity that would vest in 12 months post‑termination vests .
• Change‑in‑Control protection (double‑trigger during CiC Protection Period): Lump sum 24 months base salary; 2× target bonus; 24 months benefits; pro rata or full target bonus based on timing; full acceleration of all unvested equity awards .
• Clawback: All awards subject to Company clawback policy, including compliance with Dodd‑Frank rulemaking; RSU/option award forms incorporate clawback .
• 280G Excise Tax: Best‑net cutback (no gross‑up); payment reduced only if it yields higher after‑tax value vs. paying full and incurring excise tax .
• Restrictive covenants: Non‑compete and non‑solicit covenants embedded in original 2021 Employment Agreement; arbitration and confidentiality provisions present; Massachusetts governing law .

Related Party Transactions and Governance Red Flags

• Purchases from family‑owned entity: MRMD procured nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of Mr. Shaw ($4.9M in 2021; $2.5M in 2020) .
• Royalties to Mr. Shaw‑owned entity: Royalties on Betty’s Eddies product sales payable to an entity owned by Mr. Shaw; amended Jan 1, 2021 to tiered royalties (3.0%/10.0% existing products, 0.5%/1.0% future products; direct vs. licensed wholesale) with aggregate royalties of ~$266k (2021) and ~$615k (2020) .
• Audit Committee oversight: Related‑party transactions reviewed/approved under Audit Committee charter .

Compensation Structure Analysis

• Shift toward RSUs for bonuses: 2022 cash bonuses transitioned to RSUs for 2022 program (granted 2023) and 2023 program (granted 2024), with 2024 bonus entirely in RSUs (to be granted 2025), indicating increased equity‑based pay and potential future selling pressure at vest dates .
• Options largely legacy, deeply in‑the‑money potential depends on stock price recovery; near‑term expirations in 2025–2026 may motivate exercise depending on market conditions .
• Guaranteed vs at‑risk: Base salary stable at $325k; target bonus 60% (at‑risk). Lack of disclosed operating metrics limits pay‑for‑performance transparency .

Equity Ownership & Alignment Detail

Insider Trading and Vesting Pressure

• Multiple small Form 4 sales and RSU conversions around vest dates in 2023–2025 suggest periodic disposition needs (e.g., tax withholding or scheduled sales), a common source of near‑term float from executive equity vesting .

Investment Implications

• Alignment: Shaw’s meaningful equity exposure (2.9% beneficial ownership; options + multi‑year RSU stack) aligns incentives with shareholder value creation; RSU vest cadence creates predictable supply that could weigh on shares around vesting dates .
• Retention/CoC risk: Strong retention economics—12‑month salary/benefits and partial acceleration; robust CoC package with 24‑month salary, 2× target bonus, and full equity acceleration (double‑trigger), which could incentivize support for value‑accretive strategic transactions while protecting continuity .
• Governance watch‑items: Significant related‑party spend and royalties tied to entities owned by Mr. Shaw/family necessitate continued Audit Committee oversight; they represent potential conflict‑of‑interest risk if not tightly controlled .
• Pay‑for‑performance opacity: Absence of disclosed quantitative bonus metrics limits external assessment of pay‑for‑performance rigor; monitoring realized equity grants and vesting outcomes remains key for evaluating incentive quality .