Kyle Kingsley
About Kyle Kingsley
Dr. Kyle E. Kingsley (age 50) is a board‑certified emergency medicine physician, founder of Vireo Growth, and currently serves as Co‑Executive Chairman (CEO from July 2014–Feb 2023; Executive Chairman Feb 2023–Dec 2024; Co‑Executive Chairman since Dec 2024) . He holds a BS in Biochemistry and BA in German (University of Minnesota–Duluth) and an MD (University of Minnesota–Twin Cities), with laboratory expertise applicable to cannabis operations; he authored the “Ultimate Medical Scribe Handbook” series and founded Clinical Scribes LLC (2007) and MedMacros LLC (2012) . Company performance has trended upward on revenues over FY22–FY24, and EBITDA turned positive (see tables) *.
Company performance (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $74,625,867 | $88,133,163 | $99,384,221 |
| EBITDA ($USD) | -$5,609,722* | $11,728,587* | $19,080,193* |
| *Values retrieved from S&P Global. |
Company performance (recent quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $25,023,316 | $24,540,641 | $48,063,010 | $91,655,155 |
| EBITDA ($USD) | $3,912,415* | $3,477,519* | $3,812,673* | $3,695,499* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vireo Growth | Chief Executive Officer & Chairman | 2014–Feb 2023 | Founder‑led scale‑up in limited‑license medical cannabis states; end‑to‑end involvement from cultivation to finance and policy . |
| Vireo Growth | Executive Chairman | Feb 2023–Dec 2024 | Governance continuity and knowledge retention during leadership transition . |
| Vireo Growth | Co‑Executive Chairman | Dec 2024–present | Dual‑chair structure alongside CEO to balance leadership and oversight . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clinical Scribes LLC | Founder | 2007–present | Built national medical scribe training and implementation platform; authored “Ultimate Medical Scribe Handbook” series . |
| MedMacros LLC | Founder | 2012–present | Provided documentation templates to improve physician workflow and quality . |
| Medical practice | Board‑certified emergency physician | — | Clinical experience in opioid and alcohol harms driving science‑focused cannabis mission . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | $275,000 | Employment agreement amended Feb 2023 reduced annual base to $260,000 for pay calculations but severance/benefits calculated off $360,000 reference base . |
| 2024 | $270,000 | Reported under “Salary” in NEO summary compensation table . |
- Historical agreement terms: original CEO agreement (Dec 28, 2020) set base at $360,000 with discretionary bonus; amended Feb 2, 2022 added CIC retention bonus and accelerated vesting; third amendment Feb 12, 2023 transitioned to Executive Chairman and adjusted pay mechanics .
Performance Compensation
Stock/RSU Awards (current outstanding and vesting)
| Award type | Quantity | Vesting schedule | Settlement/notes |
|---|---|---|---|
| RSUs (grant 3/15/2022) | 262,708 (unvested) | Settle on 3rd anniversary of grant (Mar 15, 2025) . | Settles into Subordinate Voting Shares . |
| RSUs (grant 12/17/2024) | 7,000,000 (unvested) | 50% vests on Dec 17, 2025; remaining vests 12.5% quarterly until fully vested on Dec 17, 2026 . | Once vested, settle only upon separation from service . |
| 2024 Stock Awards (fair value) | — | — | $1,750,000 reported for 2024 . |
Option Awards (current outstanding and vesting)
| Options (strike, expiry) | Exercisable (#) | Unexercisable (#) | Vesting detail |
|---|---|---|---|
| $1.77; Mar 14, 2032 | 435,431 | 197,924 | Quarterly vest; final tranche Mar 31, 2026 . |
| $0.30; Dec 14, 2032 | 335,701 | 335,701 | Quarterly vest; final tranche Dec 31, 2026 . |
| $0.33; May 1, 2028 | 5,100,821 | — | Fully structured per prior grants . |
Incentive metric framework (companywide context)
- The company’s NCGC Committee sets executive equity grants and considers relative shareholder return and peer compensation; it has not adopted formal bonus policies or a hedging policy, and option grant timing is not tied to MNPI windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,675,761 shares (3.7% of Subordinate Voting Shares; 3.4% of total capital stock) . |
| Near‑term acquirable interests | Includes 5,953,500 options exercisable within 60 days of Apr 22, 2025 and 262,708 RSUs settling within 60 days of Feb 15, 2025 . |
| Ownership guidelines | Not disclosed in filings reviewed. |
| Hedging/Pledging | Company states “no hedging policy” at this time; no pledging disclosed for Kingsley . |
Employment Terms
- Agreement history and status: Original CEO agreement (Dec 28, 2020), amended Feb 2, 2022 (added CIC retention bonus and equity acceleration), third amendment Feb 12, 2023 (role change to Executive Chairman, base adjustment for calculations) .
- Severance (pre‑CIC): If terminated without Cause or for Good Reason before a Change in Control, severance equals 200% of annualized base salary; company health coverage continuation (6 months for Kingsley) .
- Severance (post‑CIC, within 12 months): If terminated without Cause or for Good Reason after a Change in Control, severance equals 50% of annualized base salary; company health coverage continuation for 12 months; plus up to $10,000 outplacement .
- Retention/CIC economics: Cash retention bonus equal to 100% of annual base salary at closing of a Change in Control (subject to continued employment or qualifying termination); all unvested equity vests immediately prior to CIC closing; additional 50% base salary cash if CIC occurs within 6–12 months after certain prior terminations .
- Definitions (Cause/Good Reason/CIC): Detailed in DEF 14A, including 50‑mile relocation and material diminution clauses, and asset‑based CIC threshold at ≥50% of gross FMV .
Board Governance
- Board role: Co‑Executive Chairman since Dec 2024 (previously Executive Chairman); not independent under Nasdaq Rules and NI 52‑110 .
- Committee roles: None listed for Kingsley; Audit and NCGC committees are composed of independent directors (Audit Chair: Judd Nordquist; NCGC Chair: Ross Hussey) .
- Board leadership structure: Dual Co‑Executive Chairmen (CEO John Mazarakis + Kingsley) to balance leadership and continuity; independent directors hold executive sessions .
- Attendance: The Board held 19 meetings in 2024; each director attended at least 75% of meetings; Audit (4) and NCGC (2) committees met with full attendance by members .
- Director compensation: Only non‑employee directors receive director fees/equity; Kingsley is an employee director, so separate director pay does not apply to him .
Director Compensation (context for the board)
| Name | Cash Fees ($) | Option Awards ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|---|
| Hussey | 71,000 | 196,531 | 211,441 | 478,972 |
| Mancebo | 71,000 | 196,531 | 211,441 | 478,972 |
| Nordquist | 71,000 | 196,531 | 211,441 | 478,972 |
- 2024 program: $71,000 cash retainer; 418,696 RSUs (364,583 immediate vest; 54,113 vest at 1‑year); 499,559 options; specific unvested RSU tranches vest in 2025 .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM agenda: Election of directors and appointment of auditors only; no advisory say‑on‑pay vote included .
- Results: All five directors elected; auditors approved (For 205,796,768; Against 1,013,031; Abstentions 11,684) .
Performance & Track Record
- Founding/operator experience building limited‑license medical cannabis businesses and full‑stack implementation (cultivation through policy) .
- Relationship disclosure: Kingsley is married to President Amber Shimpa’s sister (related‑party relationship noted) .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Kingsley was heavily equity‑based ($1.75M stock awards vs $270k cash salary), increasing at‑risk pay and alignment with equity outcomes .
- Equity mechanics: Large RSU grant with vesting concentrated around Dec 17, 2025–Dec 17, 2026 and settlement upon separation, moderating near‑term share delivery pressure compared with standard time‑based RSUs .
- Governance flags: No corporate hedging policy (could allow alignment‑reducing hedges) ; dual‑role Co‑Executive Chair structure reviewed by Board as appropriate for current size/operations .
Risk Indicators & Red Flags
- No hedging policy disclosed (alignment concern) .
- Dual‑role governance (Co‑Executive Chair who is also an executive officer; not independent) .
- Related‑party network proximity through marriage to Amber Shimpa (requires robust NCGC and Audit oversight) .
Equity Ownership & Upcoming Vesting Schedule (trading signals)
| Event | Date | Amount |
|---|---|---|
| RSU settlement (2012 grant) | Mar 15, 2025 | 262,708 RSUs settle . |
| RSU vesting (2024 grant) | Dec 17, 2025 | 3,500,000 RSUs vest (50% of 7,000,000); settle upon separation . |
| Quarterly vest thereafter | Q1–Q4 2026 | 12.5% per quarter until fully vested by Dec 17, 2026; settlement upon separation . |
Compensation Committee Analysis
- NCGC (independent) oversees executive and director compensation, succession planning, and equity plans; CEO participates except for his own pay decisions .
- Equity plan capacity: 16,414,731 shares available under 2019 Plan (4.5% of outstanding as of Dec 31, 2024); total outstanding options/RSUs across plans detailed in tables .
Investment Implications
- Alignment and retention: Kingsley’s compensation skews to equity with significant RSU tranches vesting in late 2025 and 2026, but settlement tied to separation, reducing immediate supply pressure and signaling long‑term retention incentives .
- Governance structure: Not independent and serving as Co‑Executive Chairman alongside CEO; oversight rests with independent Audit/NCGC committees—investors should monitor committee rigor given related‑party proximity (marriage to Amber Shimpa) and no hedging policy .
- Change‑in‑control economics: 100% base retention bonus at CIC closing and accelerated vesting, with post‑CIC severance at 50% base—implications for deal outcomes and insider liquidity timing if M&A completes .
- Company fundamentals: Revenues increased across FY22–FY24 with positive EBITDA, underpinning potential pay‑for‑performance alignment as equity value creation becomes more feasible in conjunction with Kingsley’s equity‑heavy pay mix *.