Lee Fraser
About Lee Fraser
Lee Fraser (age 47) is Chief Administrative Officer (CAO) at Planet 13 Holdings Inc. (PLNH), appointed February 7, 2024; he previously served as an independent director (May 2023–June 12, 2024) and as a member of the Audit and Compensation Committees before resigning from the Board to assume the CAO role . He holds an MBA from UCLA and a Bachelor of Commerce from the University of Ottawa, with prior roles at Fox Corp (2019–2021), Warner Bros. (2007–2019), Gemstar-TV Guide (2006–2007), Waste Management (2001–2005), and earlier audit roles at Ernst & Young and PwC; his work included financial oversight of Warner Bros.’ worldwide Harry Potter Tour and flagship retail stores . During his tenure, Planet 13’s operating performance has been pressured: Q3 2025 net loss was $44.0M vs. $7.4M in Q3 2024 and Adjusted EBITDA fell to -$4.1M from $1.3M YoY . For the nine months ended September 30, 2025, cash used in operating activities was $10.6M vs. $6.6M generated in the prior-year period, reflecting impairments and operating headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Corp | Leadership role in business strategy and real estate/construction portfolio management | 2019–2021 | Led strategic initiatives and managed large-scale real estate/construction portfolios |
| Warner Bros. | Leadership role; financial oversight of global Harry Potter Tour and retail | 2007–2019 | Drove profitability analysis and margin improvement; oversaw major experiential retail projects |
| Gemstar-TV Guide | Corporate finance / financial planning | 2006–2007 | Supported sale-related finance work and planning |
| Waste Management Inc. | Corporate finance / financial planning | 2001–2005 | Led strategic planning and compliance for operations |
| Ernst & Young LLP; PwC LLP | Audit roles (Canada; US) | 1998–2001 | Built audit, controls, and compliance foundation |
| Family office portfolio (private) | CFO consulting | 2022–present | Operational finance leadership, transformations, and project management |
External Roles
- No current public company directorships disclosed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $0 | $261,922 |
| Bonus ($) | $0 | $0 |
| Stock awards ($) | $0 | $101,852 |
| Option awards ($) | $0 | $0 |
| Non‑equity incentive plan compensation ($) | $0 | $150,000 |
| All other compensation ($) | $0 | $31,198 (car allowance $13,906; health benefits $17,292) |
| Total ($) | $0 | $544,972 |
- Employment agreement: base salary $300,000 beginning FY 2024, subject to Compensation Committee increases; benefits/perquisites per company plans .
Performance Compensation
| Component | Metric/Definition | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Short‑term incentive (cash) | Corporate objectives + individual KPIs (NEO plan) | 60% corporate / 40% individual (NEOs) | Not disclosed | $150,000 for FY 2024 | Annual; approved by Compensation Committee |
| Equity – RSUs | Long‑term RSUs under 2023 Equity Incentive Plan; vesting set in award agreements | N/A | Not disclosed | Stock awards expense $101,852 in FY 2024 (ASC 718) | Board‑determined; may include service/performance; CIC acceleration at Board discretion |
Notes:
- NEO payout scale: Co‑CEOs 0–120% of target; other NEOs up to 72% of target .
- Equity plan allows CIC acceleration, substitution, or cash-out at Board discretion; unassumed options may become fully exercisable pre‑transaction .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 101,852 shares; less than 1% of outstanding |
| Shares outstanding (record date) | 325,363,800 Common Shares |
| Right to acquire within 60 days | None disclosed for Fraser |
| RSUs/options outstanding (individual) | Specific award counts not disclosed; company had 300,000 RSUs outstanding as of 12/31/2024, with significant new RSUs granted in Jan and Mar 2025 at company level |
| Pledging/hedging | No formal anti‑hedging policy; company states no NEOs/directors purchased hedging instruments to its knowledge . Pledging not disclosed . |
| Ownership guidelines | Not disclosed . |
Employment Terms
| Term | Fraser Employment Agreement (Feb 2024) |
|---|---|
| Initial term | Through December 31, 2025 |
| Base salary | $300,000 annually beginning FY 2024 |
| Severance (no cause / good reason) | Continue base salary and healthcare benefits for the remainder of the term; pay any earned but unpaid annual bonus for the prior completed year |
| Change‑in‑control | Same severance treatment (no cause / good reason including upon change of control); equity awards remain outstanding and vest/forfeit per award agreements (i.e., not automatically fully accelerated) |
| Cause / resignation without good reason | Accrued salary; accrued unused vacation; earned but unpaid annual bonus for the prior completed year (for cause, bonus forfeited) |
| Non‑compete / non‑solicit | Applies during employment and for 12 months post‑termination |
| Equity plan clawback | Company may cancel/recover awards upon financial restatement or detrimental activity per Plan §13.1 |
| Insider trading controls | Pre‑clearance required; regular blackout periods; trading prohibited with MNPI |
Company Performance During Fraser’s Tenure
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Income (Loss, $MM) | $(7.4) | $(44.0) |
| Adjusted EBITDA ($MM) | $1.3 | $(4.1) |
| Cash Flow (Nine Months) | 9M 2024 | 9M 2025 |
|---|---|---|
| Cash used/generated in operating activities ($) | $6,642,779 generated | $(10,570,883) used |
| Ending cash balance ($) | $29,461,671 | $17,181,080 |
Track Record, Value Creation, and Execution Risk
- Value creation levers: Extensive operational finance expertise, profitability analysis, margin improvement, and multi‑site project management; oversaw global experiential retail programs (Harry Potter) .
- Execution risks: Current company headwinds (impairments, negative Adjusted EBITDA and operating cash burn) may constrain equity value realization from RSUs and increase retention risk if cash compensation or vesting outcomes change .
Board Governance (Director History)
- Fraser served as an independent director (May 2023–Feb 7, 2024), then non‑independent as CAO (Feb 7, 2024–June 12, 2024), and resigned from the Board June 12, 2024; he served on Audit and Compensation Committees during his director tenure .
- As an emerging growth company, Planet 13 is exempt from non‑binding stockholder advisory votes on executive compensation (say‑on‑pay) .
Compensation Structure Analysis
- Cash vs. equity mix (2024): Salary $261,922, STI $150,000, stock awards $101,852; no option grants disclosed—mix skewed to cash and RSUs rather than options .
- RSU reliance: Company equity strategy has shifted to RSUs under the 2023 Plan; options outstanding are minimal with average strike far above current market price, implying zero intrinsic value, reducing option‑related retention pressure .
- CIC economics: Fraser’s severance provides pay/benefits to end of term, but equity is not automatically accelerated (vests per award agreements), indicating moderate CIC protection and alignment via performance/vesting conditions .
Related Party Transactions and Red Flags
- No related party transactions involving Fraser disclosed (compensation arrangements aside) .
- No legal proceedings, sanctions, or bankruptcy history disclosed for executive officers .
- Clawback in plan; no tax gross‑ups disclosed; repricing of underwater options not indicated (options largely legacy and far OTM) .
Compensation & Incentives – Key Data Points (Summary)
- Base salary: $300,000 per agreement; earned $261,922 in 2024 partial year .
- STI: $150,000 accrued for 2024; NEO weighting 60% corporate / 40% individual; target not disclosed; NEO payout capped at 72% of target .
- Equity: $101,852 stock awards expense in 2024; specific grant dates/share counts not disclosed; RSU vesting per award agreements; CIC acceleration discretionary .
- Ownership: 101,852 shares; <1% outstanding; no rights to acquire within 60 days .
- Restrictions: 12‑month non‑compete/non‑solicit; insider trading blackout and pre‑clearance .
- Severance/CIC: Pay and healthcare continuation through remaining term for no cause/good reason (including CIC); equity per award terms (not automatically accelerated) .
Investment Implications
- Alignment: Meaningful RSU exposure with non‑automatic CIC vesting suggests alignment with sustained performance rather than immediate CIC windfalls; option exposure is negligible and deeply OTM at the company level, limiting near‑term selling pressure from options .
- Retention risk: With company impairments and negative Adjusted EBITDA in 2025, cash continuity clauses (salary/benefits through term) mitigate turnover risk; however, lack of full CIC equity acceleration may reduce “golden parachute” stickiness vs. peers .
- Trading signals: No pledging/hedging disclosed; insider policy requires pre‑clearance and enforces blackout periods, reducing opportunistic trading—monitor upcoming RSU vesting calendars (not disclosed) and 8‑K updates for equity plan amendments and grant activity .
- Pay‑for‑performance lens: STI weighting ties 60% to corporate results and 40% to individual objectives; given current EBITDA and cash trends, expect compensation committee discretion to be critical—track future proxy disclosures for metrics/targets transparency .