John Mazarakis
About John Mazarakis
John Mazarakis (age 48) is Co-Executive Chairman and Chief Executive Officer of Vireo Growth Inc. (VREOF), roles he has held since December 2024 . He is co‑founder and partner of Chicago Atlantic Group, LP (since April 2019), Executive Chairman of Chicago Atlantic Real Estate Finance, Inc. (since December 2021), director of Chicago Atlantic BDC, Inc. (since October 2024), and served as a director of Cansortium, Inc. (July 2023–December 2024), bringing over 20 years of entrepreneurial, operational, and managerial experience in real estate, retail, and hospitality . His VREOF employment agreement emphasizes equity-heavy, performance-linked pay: 3.2 million fully-vested shares annually plus 19 million time-vested RSUs tied to share-price hurdles and 19 million performance RSUs tied to AEBITDA and leverage thresholds; equity vests accelerate on termination without cause, for good reason, death/disability, or change-in-control . The board intentionally combines CEO and Co‑Executive Chairman roles (with Dr. Kyle Kingsley as Co‑Executive Chairman), citing continuity and strategic oversight; a majority of directors and all standing committee members are independent .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Vireo Growth Inc. | Co‑Executive Chairman and CEO | Since Dec 2024 | Significant entrepreneurial, operational and managerial expertise; extensive experience operating, advising and investing in retail industries |
| Cansortium, Inc. | Director | Jul 2023–Dec 2024 | Brings entrepreneurial/operational experience to board oversight |
| Chicago Atlantic Real Estate Finance, Inc. | Executive Chairman | Since Dec 2021 | Leadership and capital markets experience |
| Chicago Atlantic Group, LP | Co‑founder and Partner | Since Apr 2019 | Investment/operating experience in credit and cannabis ecosystems |
| Chicago Atlantic BDC, Inc. | Director | Since Oct 2024 | Board service in specialty finance |
External Roles
| Organization | Role | Committee roles | Notes |
|---|---|---|---|
| Chicago Atlantic Real Estate Finance, Inc. | Executive Chairman | Not disclosed | Public REIT board leadership |
| Chicago Atlantic BDC, Inc. | Director | Not disclosed | Public BDC directorship |
| Chicago Atlantic Group, LP | Partner | N/A | Private investment firm partner |
| Cansortium, Inc. | Director (former) | Not disclosed | Public MSO, director through Dec 2024 |
Fixed Compensation
| Element | Detail | Source |
|---|---|---|
| Base salary | $1 per annum | |
| Annual share issuance | 3,200,000 Subordinate Voting Shares on Effective Date and on each anniversary; fully vested when issued | |
| Benefits | Eligible for employee benefits generally available to employees |
Performance Compensation
Equity awards (structure, metrics, vesting)
| Award | Size | Metric/Target | Weighting | Vesting/Trigger | Acceleration |
|---|---|---|---|---|---|
| Time‑Vested RSUs | 19,000,000 RSUs | 30‑day VWAP hurdles: 30% vests at 1st anniversary; +35% when 30‑day VWAP > $0.85 (≥ 2nd anniversary); remaining when VWAP > $1.05 (≥ 3rd anniversary) | 30% / 35% / 35% | Time- and price-based milestones during term | 100% on termination without cause, resignation for good reason, death/disability, or change-in-control |
| Performance‑Vested RSUs | 19,000,000 RSUs | 1/3 vests at AEBITDA > $150m and net leverage < 2.2x; +1/3 at AEBITDA > $165m and net leverage < 2.2x; +1/3 at AEBITDA > $205m and net leverage < 2.2x | 33.3% each tranche | Performance milestones during term | 100% on termination without cause, resignation for good reason, death/disability, or change-in-control |
| Status (actuals) | — | Newly granted in Dec 2024; no disclosed vesting yet | — | — | — |
Event‑based cash bonuses
| Trigger | Condition | Payout eligibility | Source |
|---|---|---|---|
| Debt refinancing | Refinancing ≥ $80,000,000 at effective interest rate ≤ 9.75% | Bonus payable (amount not specified) | |
| Acquisition/Merger | Acquisition or merger with entity of total enterprise value ≥ $100,000,000 | Bonus payable (amount not specified) | |
| Change of Control | Consummation of a change of control | Bonus payable (amount not specified) | |
| Capital raise | Additional capital raised at price per share > $1.50 | Bonus payable (amount not specified) |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 3,200,000 shares; less than 1% of total capital stock | |
| Vested vs unvested | Vested: 3,200,000 shares; Unvested awards: 19,000,000 time‑vested RSUs and 19,000,000 performance RSUs per employment agreement | |
| Options | None disclosed for Mazarakis in Outstanding Equity Awards table | |
| Hedging/Pledging | Company states “At this time, the Company does not have a hedging policy.” Pledging not disclosed | |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Term | Auto‑renewal | Severance (no cause/Good Reason) | COBRA | Outplacement | Equity on separation | Definitions |
|---|---|---|---|---|---|---|
| Commences on first anniversary of Dec 17, 2024; ends on the two‑year anniversary of Effective Date (“Initial Term”) | Automatically extended one year at each anniversary unless earlier terminated | 100% of annualized base salary (i.e., $1) plus accrued comp; other incentive comp earned but unpaid | Reimbursement through earlier of 12 months, other employer coverage, or loss of eligibility | Up to $10,000 | All time/performance awards accelerate to 100% vested | Cause limited to gross misconduct or fraud/embezzlement with final court determination; Good Reason includes material diminution, salary/incentive reductions (with exceptions), relocation >50 miles, or material breach, with notice and cure periods |
Board Governance & Roles
- Role and service: Appointed to Vireo’s Board in December 2024; currently Co‑Executive Chairman and CEO .
- Independence: Not independent (executive officer) .
- Committee roles: None; standing committees (Audit; Nominating, Corporate Governance and Compensation “NCGC”) are fully independent .
- Board structure: Board intentionally uses combined CEO/Co‑Executive Chairman structure (with Dr. Kingsley as Co‑Executive Chairman) for continuity and strategic oversight; reviewed periodically .
- Board/committee activity: In 2024, Board held 19 meetings; each director attended at least 75% of meetings during service; one executive session of independent directors held; committees met as disclosed .
Director compensation note: Only non‑employee directors receive director fees; employee directors (including Mazarakis) are covered under executive compensation .
Related Party Transactions (conflicts and governance risk)
| Transaction | Counterparty/Role | Economics/Status | Relevance |
|---|---|---|---|
| Senior secured Credit Facility and convertible instruments | Chicago Atlantic Admin, LLC as administrative/collateral agent; Chicago Atlantic affiliates (Mazarakis is a partner at Chicago Atlantic Group, LP) | As of 12/31/2024: $67.95m principal outstanding under Credit Facility (various tranches at prime + 10.375%, 15% cash + 2% PIK, 12% notes) and $10.0m 2024 convertible notes at 12%; paid $22.80m interest (Jan 2023–Dec 2024). Approximately 73.0m shares issued on July 31, 2024 upon conversion of prior convertibles at $0.145; 6.25m warrants issued earlier at $0.145. Mr. Mazarakis has ~29% interest in Company transactions with the Agent via ownership in the agent/affiliates . | Ongoing related‑party creditor exposure; equity dilution from conversions; governance risk given CEO’s affiliate interest |
| Private placement (Equity Raise) | CA PIPE SPV, LLC managed by Chicago Atlantic Manager (affiliated) | 12/17/2024: Company sold 129,536,875 shares at $0.625 for $80.96m; CA PIPE SPV purchased $20.02m; value of Mazarakis’ interest ≈ $5.8m . | Insider affiliate participation in primary equity raises |
| Consulting fees to Chicago Atlantic Group | Chicago Atlantic Group, LP (affiliate) | $712,720 consulting fees (Dec 27, 2024) related to proposed business combinations (Deep Roots, Proper, Wholesome) . | Related‑party payments around M&A |
| Deep Roots Harvest acquisition financing link | Deep Roots outstanding net debt ~ $19.2m with Chicago Atlantic Agent/affiliates continued post‑closing (Company indirectly obligated); interest = Prime + 6.5%, amortizing; maturity Aug 15, 2027. Mazarakis ~29% interest in Deep Roots debt transactions . | Post‑merger related‑party leverage at subsidiary |
Performance & Track Record
- Executive compensation actuals (2024): Stock awards reported for Mazarakis totaled $800,000 grant‑date fair value; base salary for 2024 reported as “—” (appointed Dec 17, 2024) .
- Retirement benefits: Company did not offer retirement benefit plans to executives in 2024 .
- Litigation context (Board-level): Company engaged in litigation with Verano; former CEO consulting arrangement for litigation support disclosed; no specific Mazarakis role noted in the proxy .
Risk Indicators & Red Flags
- Dual‑role governance: CEO also serves as Co‑Executive Chairman; not independent .
- Single‑trigger equity acceleration: All RSUs vest 100% on change‑in‑control (and certain termination events), which can reduce retention alignment in sale scenarios .
- Event‑driven bonus triggers: Incentives tied to debt refinancing terms, large M&A, and capital raises (price thresholds), potentially creating deal‑completion bias .
- Related‑party financing: Extensive relationships with Chicago Atlantic across credit facilities, convertibles, equity raises, M&A consulting; CEO’s approximate 29% interest in agent/affiliates introduces conflict risk .
- Hedging policy: Company states it does not have a hedging policy; pledging not disclosed .
- Board safeguards: Majority‑independent board; Audit and NCGC Committees are fully independent, meeting-year activity/attendance as disclosed .
Equity Ownership & Beneficial Holders (context)
| Holder (context) | Beneficial ownership | Notes |
|---|---|---|
| John Mazarakis | 3,200,000 shares; less than 1% of total capital stock | As of Apr 22, 2025 |
| Chicago Atlantic Opportunities, LLC (affiliates) | 132,627,754 shares (34.1% of total capital stock); includes 16,000,000 shares underlying convertible notes and 6,091,179 warrants | As of Apr 22, 2025; Chicago Atlantic entities detailed in footnotes |
Employment & Contracts (change‑of‑control, severance)
| Provision | CEO (Mazarakis) |
|---|---|
| Change‑in‑control vesting | 100% acceleration of time‑ and performance‑vested RSUs upon CIC |
| Severance multiple | 100% of annualized base salary (cash de minimis given $1 salary) |
| COBRA/outplacement | COBRA reimbursement up to 12 months; up to $10,000 outplacement |
| Term/renewal | Initial Term from first anniversary of Dec 17, 2024 to second anniversary; auto‑renews in one‑year increments |
| Cause/Good Reason | Narrow “Cause” (court‑determined gross misconduct; fraud/embezzlement); “Good Reason” includes material diminution, comp changes (with caveats), relocation >50 miles, or company breach (notice/cure) |
Director Service (board history, committees, independence)
| Item | Detail |
|---|---|
| Board service start | Appointed to Board December 17, 2024 |
| Current roles | CEO and Co‑Executive Chairman |
| Independence | Not independent (executive) |
| Committees | None; Audit and NCGC Committees fully independent |
| Board/committee activity | 2024: 19 Board meetings; each director ≥75% attendance during their service; one independent executive session |
Investment Implications
- Alignment and upside leverage: Cash pay is de minimis ($1 salary), with substantial equity exposure via 3.2 million fully vested shares annually plus 38 million RSUs tied to share price and AEBITDA/leverage goals—strong alignment if targets are achieved; however, single‑trigger CIC vesting weakens retention alignment in sale scenarios .
- Deal and financing bias: Event‑based bonuses (refinancing at ≤9.75%, ≥$100m M&A, capital raises >$1.50/share) and significant related‑party ties to Chicago Atlantic (creditor, investor, consultant) create incentives toward financing/M&A and pose governance/valuation risks; diligence on pricing, fairness, and minority protections is warranted .
- Governance mitigants: Majority‑independent board and fully independent Audit/NCGC committees provide oversight, but dual CEO/Chair structure concentrates power; monitor committee disclosures and say‑on‑pay outcomes in future proxies .
- Supply/overhang considerations: While not specific to Mazarakis’ holdings, recent acquisitions include multi‑year lock‑ups and potential earn‑outs/clawbacks that will pace secondary supply; monitor vesting dates and any accelerated vesting events for potential selling pressure .