Kevin Martin
About Kevin Martin
Kevin Martin, age 51, is an independent director of Planet 13 Holdings Inc. since February 2024 and serves as Audit Committee Chair; he is also a member of the Corporate Governance & Nominating Committee and the Compensation Committee . He is a Chartered Public Accountant, Certified Fraud Examiner, and holds a Certification in Risk Management Assurance, with a B.Comm and M.Acc from Concordia University . In 2024, each person serving as a director (including Mr. Martin) attended 100% of Board and applicable committee meetings . The Board identifies him as independent under Canadian NI 52‑110 and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Irving Oil | Senior risk/audit leadership roles | 2005–2020 | Led audit/risk programs at multinational operator |
| Endeavour Mining Corporation | Senior risk/audit leadership roles | 2005–2020 | Audit leadership for West Africa gold operations |
| The Heico Companies LLP | Senior risk/audit leadership roles | 2005–2020 | Manufacturing/industrial audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HSS Enterprises | Audit leadership role | Nov 2020–present | Audit leadership since Nov 2020 |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Audit (Chair); Corporate Governance & Nominating (member); Compensation (member) |
| Audit Committee composition (current) | Kevin Martin (Chair), Adrienne O’Neal (independent), David Loop (non-independent) |
| CG&N Committee composition (current) | Adrienne O’Neal (Chair), Kevin Martin (independent) |
| Compensation Committee composition (current) | Adrienne O’Neal (Chair), Kevin Martin (independent), David Loop (non-independent) |
| Independence status | Independent under NI 52‑110 and Nasdaq Rule 5605 (audit/comp committee qualified) |
| Years of service on PLNH board | Director since February 2024 |
| Board meeting attendance (2024) | 100% by each director; Board/committees held 30 meetings |
| Lead Independent Director | None appointed |
| Executive sessions | Independent directors may meet without management; frequency not disclosed |
| Committee | 2024 Meetings |
|---|---|
| Audit | 5 |
| Corporate Governance & Nominating | 6 |
| Compensation | 2 |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual base retainer (non-employee directors) | $100,000/year | Payable quarterly; effective Jan 1, 2021 |
| Committee membership fees | None | No additional amounts for committee participation or special assignments |
| Meeting fees | None | Not paid per meeting |
| Kevin Martin fees earned (2024) | $91,667 | Partial year (appointed Feb 7, 2024) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|
| Stock awards (RSUs/PSUs) – Kevin Martin (2024) | — | — | — | No director stock awards disclosed for 2024 |
| Option awards – Kevin Martin (2024) | — | — | — | No director option awards disclosed for 2024 |
• Company-wide equity plan allows RSUs/options for directors; clawback applies to awards (financial restatement, detrimental activity, policy) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kevin Martin in PLNH proxy |
| Prior public company boards | None disclosed |
| Compensation committee interlocks | None involving PLNH executives; committee includes Mr. Martin (independent) and Mr. Loop (former executive) |
Expertise & Qualifications
- Audit committee financial expert; extensive financial literacy and audit/risk leadership across energy, mining, and industrial manufacturing .
- Credentials: CPA, CFE, CRMA; B.Comm and M.Acc from Concordia University .
- Independent under NI 52‑110 and Nasdaq; qualified for audit and compensation committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire Within 60 Days | % of Common Stock Outstanding |
|---|---|---|---|
| Kevin Martin | — | — | * (<1%) |
Note: “*” denotes less than one percent of shares outstanding . As of the record date (April 14, 2025), 325,363,800 common shares were outstanding .
Pledging/Hedging
- No pledging disclosed; the insider trading policy prohibits short sales and certain speculative transactions; regular blackout periods and pre-clearance required for directors/officers .
- Company does not have a formal anti-hedging policy for directors/NEOs; to the Company’s knowledge, none purchased hedging instruments as of the proxy date .
Shareholder Voting Support (2025 AGM)
| Metric | Result |
|---|---|
| % For Kevin Martin | 89.7% |
| % Withheld Kevin Martin | 10.3% |
| Votes For Kevin Martin | 133,500,041 |
| Votes Withheld Kevin Martin | 15,375,137 |
| Broker Non-Votes | 67,008,228 |
Plan Amendment (context for compensation oversight)
- Equity Incentive Plan increase from 22,000,000 to 32,000,000 shares: 81.5% For, 18.3% Against, 0.2% Abstain .
Related Party Transactions and Indebtedness
- No related-party transactions exceeding the lesser of $120,000 or 1% of average total assets since Jan 1, 2024 (aside from standard compensation) .
- No indebtedness of directors or executive officers other than de minimis routine indebtedness under applicable Canadian securities legislation .
Risk Indicators & Red Flags
- Board independence: only 2 of 5 directors are independent; no Lead Independent Director appointed, which may dilute independent oversight leverage .
- Ownership alignment: no beneficial share ownership disclosed for Mr. Martin; potential alignment gap absent director stock holdings .
- Equity dilution oversight: as Compensation Committee member, Mr. Martin participated in governance during a 10,000,000-share increase to the equity plan reserve; while approved by 81.5% of votes, continued monitoring of dilution and award practices is warranted .
- CFO resignation near AGM: Audit Chair oversight will be critical during finance leadership transition (CFO resignation effective May 31, 2025; interim CFO appointed) .
- Legal/disciplinary checks: no penalties/sanctions, bankruptcy, or securities law violations disclosed for proposed directors (including Mr. Martin) .
- Hedging policy: absence of formal anti-hedging policy (though insider trading policy restricts speculative transactions) may be viewed as a governance gap by some investors .
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation; full 2024 attendance; strong credentials in audit/risk; high shareholder support (89.7% For) .
- Watch items: Low director share ownership; majority non-independent board with no lead independent; oversight of significant equity plan expansion; finance leadership transition heightens audit oversight demands .