Ross Hussey

About Ross M. Hussey

Ross M. Hussey, age 47, is an independent director of Vireo Growth Inc. (VREOF) since July 2020. He is an attorney focused on complex litigation and private businesses, currently with Smith Jadin Johnson, PLLC (since June 2019), and previously at Kerrane Storz, P.C. (2015–2019). He holds a B.A. in Political Science (Gustavus Adolphus College) and a J.D. (William Mitchell College of Law). He is Chair of the Nominating, Corporate Governance & Compensation Committee (NCGC) and a member of the Audit Committee, with expertise in cannabis legislation, industry knowledge, and corporate strategy .

Past Roles

External Roles

Board Governance

• Independence: Board-determined independent under Nasdaq and NI 52‑110; serves as NCGC Chair and Audit Committee member .
• Committee leadership: Chair, NCGC; Member, Audit .
• Attendance and engagement: In 2024, Board held 19 meetings; Audit 4; NCGC 2. Each director attended at least 75% of meetings; directors on Audit/Comp/N&G committees attended all meetings held while serving. Independent directors held one executive session in 2024 .
• Skills: Cannabis legislation and industry expertise; corporate strategy .

Fixed Compensation

Performance Compensation

Equity terms and vesting (director program)

• 2024 equity components for non-employee directors: 418,696 RSUs (364,583 vested immediately; 54,113 vest on first anniversary) and 499,559 options (program-level disclosure) .
• Hussey outstanding as of 12/31/2024:
  • Options: 670,073 vested; 64,616 unvested (vest 8/22/2025) .
  • RSUs: 443,858 vested; 11,057 vest 3/15/2025; 28,581 vest 12/14/2025; 54,113 vest 8/22/2025; RSUs settle/pay on third anniversary of grant .

Notes

• No director performance metrics disclosed; director equity appears time-based. NCGC oversees director compensation, referencing comparable companies when setting structure .

Other Directorships & Interlocks

• No other public company directorships or disclosed interlocks for Hussey in the proxy .

Expertise & Qualifications

• Cannabis industry and legislative expertise; corporate strategy .
• Legal background with government relations experience in Minnesota’s medical cannabis program .

Equity Ownership

Beneficial ownership as of April 22, 2025

Additional alignment indicators

• Shares pledged/hedging: Company states no hedging policy in place at this time (not director-specific) . No pledging disclosures specific to Hussey were provided .
• Ownership guidelines: Not disclosed for directors in this proxy .

Insider Trades and Section 16 Compliance

Potential Conflicts / Related-Party Exposure

• Prior affiliation with Vireo: Founding member of Vireo U.S. and former General Counsel of Minnesota Medical Solutions (2014–2016) .
• Independence determination: Despite prior affiliation, Board determined Hussey is independent under Nasdaq Rules and NI 52‑110 .
• Related-party transactions: Proxy details significant related-party dealings with Chicago Atlantic entities and executives; no specific related-party transactions disclosed involving Hussey .

Governance Assessment

Strengths

• Independent director with relevant cannabis legislative and industry expertise; chairs the combined NCGC overseeing governance and pay; serves on Audit; Audit Committee determined financially literate .
• High engagement: Board met 19 times in 2024; director attendance ≥75% overall and 100% for committee meetings served; independent directors held an executive session (1) .
• Strong alignment: Director compensation package is equity-heavy (RSUs and options dominate over cash retainer), aligning incentives with shareholders .

Watch items / potential red flags

• Historical affiliation with the Company (founding member; prior in-house counsel) may raise perceived independence concerns despite formal independence status .
• One late Section 16 Form 4 filing (administrative lapse) .
• Company-wide note: No hedging policy at this time; absence could permit misalignment practices unless otherwise restricted by guidelines (not director-specific) .
• Ownership guidelines for directors not disclosed, limiting clarity on minimum “skin-in-the-game” expectations .

Appendix: Board/Committee Snapshot (for context)