Robert Groesbeck
About Robert Groesbeck
Robert Groesbeck (age 64) is Co‑Chief Executive Officer, Co‑Chairman, and a director of Planet 13 Holdings Inc. since June 2018. He holds a B.S. in Criminal Justice (University of Nevada), an MBA (National University), and a J.D. (Thomas M. Cooley Law School), and previously served as Mayor of Henderson, NV (1993–1997) and General Counsel in multiple roles . Company performance under his tenure shows revenue of $116.4M in FY2024, up from $98.5M in FY2023 and $104.6M in FY2022 , while EBITDA remained negative over these years and net losses persisted, indicating ongoing margin challenges (see table below; EBITDA and Net Income values retrieved from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Planet 13 Holdings Inc. | Co‑CEO and Director | Jun 2018–Present | Co‑lead expanded multi‑state footprint; oversee governance as Co‑Chairman |
| MM Development Company, Inc. (MMDC) | Co‑President | 2014–Jun 2018 | Pre‑IPO operating leadership at wholly‑owned subsidiary |
| Republic Services (Nevada ops; Western region) | General Counsel; Western Regional Counsel | 1993–2001 (GC/Regional Counsel) | Led legal affairs for regional operations |
| Republic Services | Outside Legal Consultant | 2001–2008 | Ongoing legal advisory |
| C&S Waste Solutions (NV/CA) | General Counsel | 2010–2015 | Led legal function; operational support |
| C&S Waste Solutions | Outside Legal Consultant | 2008–2010; 2015–May 2018 | Legal advisory continuity |
| City of Henderson, Nevada | Mayor | 1993–1997 | Public leadership; civic governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City of Henderson, Nevada | Mayor | 1993–1997 | Civic leadership; stakeholder network |
| University of Nevada; National University; Thomas M. Cooley Law School | Degrees (BS, MBA, JD) | — | Credentials in law and management underpin governance and regulatory navigation |
Fixed Compensation
| Component | FY2023 (USD) | FY2024 (USD) |
|---|---|---|
| Base Salary | $500,000 | $500,000 |
| Perquisites (car allowance + health benefits) | $68,429 (car $29,608; health $38,822) | $51,248 (car $29,608; health $21,640) |
| Director Fees (as executive director) | Not applicable (execs receive no director compensation) | Not applicable (execs receive no director compensation) |
Notes: Planet 13 is an Emerging Growth Company and provides reduced executive compensation disclosures; executives who are directors do not receive separate board compensation .
Performance Compensation
| Metric/Plan Feature | Weighting | Target | Actual | FY2024 Payout (USD) | Vesting/Terms |
|---|---|---|---|---|---|
| Short‑Term Incentive – Corporate objectives | 80% (Co‑CEOs) | Not disclosed | Not disclosed | Included in total | Cash; reviewed/approved by Compensation Committee |
| Short‑Term Incentive – Individual objectives | 20% (Co‑CEOs) | Not disclosed | Not disclosed | Included in total | Cash; Committee oversight |
| FY2024 Non‑equity Incentive (total) | — | — | — | $312,500 | Accrued for 2024; payout scale up to 120% of target for Co‑CEOs |
| Equity Awards (RSUs/Options) | — | — | — | None disclosed for FY2023/2024 NEO tables | Company‑wide 2023 Plan governs; Board discretionary vesting/acceleration |
Program design: Cash STI tied to corporate and individual objectives with up to 120% payout cap for Co‑CEOs; long‑term equity via 2023 Equity Incentive Plan (options and RSUs) with Board discretion to accelerate vesting, including on change‑of‑control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 39,130,283 common shares (12.03% of outstanding) |
| Sole Voting/Dispositive Power | 1,113,813 shares |
| Shared Voting/Dispositive Power | 38,016,470 shares via RAG Holdings LLC (30,413,176) and PRMN Investments, LLC (7,603,294) |
| Shares Outstanding (Record Date) | 325,363,800 common shares |
| Hedging/Pledging | No formal hedging restriction policy; company states none of NEOs/directors purchased hedging instruments; pledging not disclosed |
| Ownership Guidelines | Not disclosed in proxy |
Overhang/Plan capacity: As of March 31, 2025, 14,668,530 RSUs outstanding and 417,922 options outstanding (avg strike $3.15), with only 5,404,609 shares remaining available pre‑amendment . Share reserve increased from 22,000,000 to 32,000,000 upon stockholder approval (April 23, 2025 adoption; June 10, 2025 approval) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Employment agreement dated June 2018; amended March 2021 to extend through Dec 31, 2025 |
| Base Salary | $500,000 (subject to Compensation Committee increases) |
| Benefits/Perquisites | Participation in benefit plans; car allowance and health benefits disclosed |
| STI/LTI Eligibility | Annual bonus, performance bonuses, and participation in equity plans (2023 Equity Incentive Plan) |
| Termination – For Cause / Voluntary w/o Good Reason | Accrued but unpaid base salary, accrued unused vacation, and earned but unpaid annual bonus for completed prior year (bonus forfeited if terminated for cause) |
| Termination – Without Cause or Good Reason (incl. in connection with CoC) | Base salary continuation and health care benefits at substantially similar level for remaining term; payment of earned but unpaid prior‑year bonus; full vesting of all outstanding equity awards upon such termination |
| Change‑of‑Control (Plan) | Board may, but is not obligated to, accelerate vesting, cancel for cash value, issue substitutes, or open an early exercise window; potential single‑trigger acceleration at Board discretion |
| Non‑Compete/Non‑Solicit | Applies during employment and for 12 months post‑termination |
| Clawback/Recoupment | Plan permits recoupment upon financial restatement, detrimental activity, or Company policy; pre‑existing award rights cannot be materially impaired without participant consent |
Indemnification/D&O: Company carries D&O insurance ($328,125 annual cost in 2024) and provides indemnification under executive agreements, to fullest extent permitted by law .
Board Governance
- Role and Service: Director, Co‑Chairman, and Co‑CEO; director since June 2018; not independent under NI 52‑110 and Nasdaq definitions .
- Leadership structure: Board operates with Co‑Chairmen who are also Co‑CEOs; no Lead Independent Director appointed .
- Committees: Audit, Compensation, and Corporate Governance & Nominating Committees exist; Groesbeck does not serve as a committee member; committees led by independent directors (e.g., Kevin Martin chairs Audit; Adrienne O’Neal chairs Compensation and CG&N) .
- Attendance: Board and committees held 30 meetings in 2024; each serving director attended 100% of meetings .
- Election results (June 10, 2025 AGM): Groesbeck received 73.4% “For” and 26.6% “Withheld” votes; other directors were supported at 89.7%–95.7% “For,” suggesting comparatively lower support for Groesbeck .
Director Compensation: Executives who are directors receive no separate compensation for board service; non‑employee directors receive an annual cash retainer of $100,000 (paid quarterly) .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenue (USD) | $104,574,377 | $98,505,170 | $116,408,966 |
| EBITDA (USD) | -$4,376,144* | -$2,105,910* | -$825,395* |
| Net Income (USD) | -$59,545,719* | -$73,608,758* | -$47,796,856* |
- Values retrieved from S&P Global.
Context and execution risk:
- CFO transition: Dennis Logan resigned effective May 31, 2025; Steve McLean appointed Interim CFO, introducing near‑term finance leadership transition risk .
- Strategic expansion: Company highlights multi‑state operations (NV, CA, IL, FL) and customer experience assets (Las Vegas superstore; consumption lounge), pointing to growth levers under Groesbeck’s co‑leadership .
Compensation Structure Analysis
- Mix shift: FY2024 reintroduced sizeable cash STI payouts ($312,500 for each Co‑CEO) after no non‑equity incentive in FY2023, increasing guaranteed cash components versus equity for the year .
- Equity plan expansion: Share reserve increased to 32,000,000 in 2025, enabling larger or more frequent equity grants and potential dilution; Board maintains broad discretion on vesting and acceleration, including on CoC events .
- Governance red flags mitigants/risks:
- Dual role (Co‑CEO + Co‑Chairman) and absence of a Lead Independent Director may reduce board independence; investors expressed relatively lower support for Groesbeck’s re‑election in 2025 (26.6% withheld) relative to peers .
- No formal hedging restrictions for insiders (company states none used), leaving room for misalignment risk if adopted later; pledging not addressed .
- Plan permits selective determinations and non‑uniform awards, raising potential for discretion‑related governance scrutiny .
Risk Indicators & Red Flags
- Leadership continuity: CFO resignation May 2025 and interim appointment may affect reporting cadence and controls until permanent appointment .
- Governance structure: Combined Chair/CEO roles, no Lead Independent Director .
- Shareholder sentiment: 26.6% withheld votes for Groesbeck vs >89% support for other nominees at the 2025 AGM .
- Potential dilution: Expanded equity plan to 32,000,000 shares; 14.7M RSUs outstanding as of March 31, 2025 .
- Clawback coverage present; say‑on‑pay advisory votes not required as EGC .
Equity Plan, Director & Committee Context
- 2023 Equity Incentive Plan authorizes stock options and RSUs; Board can adjust awards, accelerate vesting, and cancel for cash on change‑of‑control; new limit for Independent Director total compensation at $1,000,000/year (cash + grant date fair value) .
- Compensation Committee: Chaired by Adrienne O’Neal with Kevin Martin and David Loop (non‑independent), overseeing executive compensation policies and employment agreements .
- Audit Committee: Chaired by Kevin Martin; composition meets OTCQX and Nasdaq independence criteria .
Investment Implications
- Alignment: Groesbeck’s sizable ownership (12.03%) is a strong alignment positive; however, the absence of formal hedging restrictions and plan discretion on acceleration require monitoring .
- Pay‑for‑performance: Reintroduction of cash STI tied to corporate/individual goals suggests regained operating traction; yet persistent negative EBITDA and net losses point to continued margin repair. Equity plan expansion may support retention but introduces dilution risk .
- Governance and vote signal: The 26.6% withheld vote on Groesbeck, combined with the dual Chair/CEO structure and no Lead Independent Director, indicates investor concern about governance independence; this can be a catalyst for governance enhancements or future vote pressure .
- Execution risk: CFO transition elevates near‑term financial reporting/execution risk; watch for continuity of controls, guidance credibility, and capital allocation stability .
Overall, Groesbeck’s deep legal/operational background and high ownership stake support long‑term alignment; investors should monitor governance independence, the balance of cash versus equity incentives, and progress on profitability improvements amid leadership transitions .