Chris Wren
About Chris Wren
Chris Wren, age 42, is Vice President, Operations at PLNH, serving since March 2014 with responsibility for oversight of all production and cultivation operations; he has over 18 years of cannabis cultivation and extraction experience and led construction/design of key facilities (dispensary, Clark County cultivation, Beatty complex) and is an internationally recognized cannabis horticulturist (First Place, 2015 International Cannagraphic Growers Cup) . His employment agreement (amended March 2021) sets an annual base salary of $415,000 for FY2024 and includes annual and performance bonuses and participation in equity plans; termination without cause or for good reason provides salary-and-benefit continuation for the remaining term and full vesting of outstanding equity awards upon termination, with 12-month non-compete and non-solicit covenants; term runs through December 31, 2025 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $415,000 | $415,000 |
| All Other Compensation ($) | $58,414 (car $15,170; health $43,244) | $47,100 (car $15,170; health $31,930) |
Notes:
- Named Executive Officer status: Wren is one of five NEOs for FY2024 .
- Program components include base salary, short-term incentives, and equity (options/RSUs) .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Short-Term Incentive (Cash) | Corporate objectives; individual objectives | 60% corporate / 40% individual (NEOs) | Not disclosed | Not disclosed | $103,750 accrued for 2024 | Approved by Compensation Committee; paid post-approval |
| STI Scale | Payout scale | Up to 72% of target (NEOs) | — | — | — | — |
Notes:
- For 2024, STI structure for NEOs provided a payout range from 0 to 72% of target; Co-CEOs had up to 120% of target .
- Non-equity incentive amounts shown are accrued for 2024 pending Compensation Committee review/approval .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Shares Beneficially Owned | 3,970,031 (1.22% of 325,363,800 outstanding) |
| Direct vs. Indirect | 304,831 shares directly; 3,665,200 via 4 Degrees Higher LLC (entity owned/controlled by Wren) |
| Voting/Dispositive Power | Sole over 304,831; shared over 3,665,200 |
| Rights to Acquire (60 days) | None |
| Hedging Policy | No formal anti-hedging policy; to Company’s knowledge, no NEOs/directors have used hedging instruments; policy under review |
| Insider Trading Policy Controls | Prohibits insider trading and certain speculative transactions; regular blackout periods; pre-clearance required for directors/officers |
| Ownership Guidelines | Not disclosed in proxy |
Plan context:
- Company-wide outstanding as of 12/31/2024: 417,922 incentive stock options; 300,000 RSUs; 19,587,954 shares available under 2023 Equity Incentive Plan; subsequent grants reduced availability to 5,404,609 as of proxy date .
- 2023 Equity Incentive Plan permits grants of options and RSUs; Board may accelerate/settle/cancel/replace awards upon change in control at its discretion .
Employment Terms
| Term | Wren Agreement Details |
|---|---|
| Role and Start | VP Operations; employment agreement entered June 2018 |
| Current Term | Amended March 2021; through December 31, 2025 |
| Base Salary | $415,000 for FY2024 (subject to Compensation Committee adjustments) |
| Bonuses/Equity | Eligible for annual bonus, performance bonuses, and participation in Equity Incentive Plan(s) |
| Termination – With Cause / Without Good Reason | Accrued unpaid salary; unused vacation; earned but unpaid annual bonus for completed prior year; if terminated for cause, accrued unpaid annual bonus forfeited |
| Termination – Without Cause or For Good Reason (incl. Change of Control) | Salary continuation and healthcare benefits at substantially similar level for remaining term; earned but unpaid annual bonus for prior year; all outstanding equity incentive awards fully vest on date of termination |
| Non-Competition / Non-Solicitation | In-effect during employment and for 12 months post-termination/resignation |
| Equity Plan Change-in-Control (RSU Plan) | Double-trigger vesting: all Share Units vest upon a Triggering Event within 12 months post-CoC (e.g., termination without cause, removal/failure to re-elect officer, material adverse change) |
| Equity Plan Change-in-Control (2023 Plan) | Board-authorized actions include acceleration, payment/cancellation, substitution, or limited exercise window pre-CoC; awards not exercised may terminate upon CoC |
| Clawback | Company may cancel/recoup awards for financial restatements, detrimental activity, or per Company policy; repayment may be required |
Compensation Committee Analysis
- Committee composition (as of April 1, 2025): Adrienne O’Neal (Chair), Kevin Martin (independent), David Loop (non-independent); Board retains ultimate authority on senior executive compensation .
- Meetings: Compensation Committee held 2 meetings in 2024; engaged Bedford Consulting Group for risk evaluation; concluded 2024 plans balanced short/long-term performance, discouraged excessive risk, and encouraged appropriate risk-taking .
- Fairness opinion: Evans & Evans provided fairness opinion on VidaCann acquisition; fee not contingent on deal success .
Investment Implications
- Alignment: Wren’s 1.22% stake with significant direct and LLC holdings indicates material skin-in-the-game; no anti-hedging policy is a governance gap, though insider trading controls and blackout/pre-clearance reduce speculative trading risk .
- Retention/COC economics: Salary-and-benefit continuation through remaining term and full vesting upon termination without cause/for good reason (including CoC context) create meaningful change-in-control economics; RSU plan uses double-trigger vesting post-CoC, while the 2023 Plan gives the Board broad acceleration authority—important for modeling dilution/overhang and potential executive liquidity events .
- Incentive mix: 2024 awards emphasize cash STI with structured weighting and capped payout for NEOs (72% of target), suggesting focus on near-term operational execution; absence of disclosed equity grants to Wren in 2023–2024 shifts pay mix toward cash and may reduce multi-year equity alignment unless future grants occur .
- Watch items: Contract expiration on December 31, 2025; any amendment/renewal terms, RSU/option grants under expanded plan capacity, and Form 4 activity could signal shifting retention pressure or monetization; ongoing lack of formal anti-hedging policy merits monitoring for hedging/pledging disclosures in future proxies .