George Archos
About George Archos
Chair of the Board and Chief Executive Officer of Verano Holdings Corp. since February 11, 2021; co‑founded Verano Holdings, LLC in 2017 and entered the cannabis industry in 2014 by founding Ataraxia, LLC in Illinois. Age 45; studied communications and philosophy at Loyola University Chicago; also the president and owner of eight restaurants in Illinois . Company performance under his tenure: FY 2024 revenue $878.6M (down from $938.5M in 2023) and net loss widened to $(341.9)M; EBITDA fell to $234.0M* [GetFinancials FY table]. Recent quarterly revenue has trended ~ $202–210M in 2025 Q1–Q3 with quarterly net losses [GetFinancials quarterly table].
| Performance | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $938,452,000 | $878,585,000 |
| EBITDA (USD) | $284,411,000* | $234,033,000* |
| Net Income (USD) | $(117,348,000) | $(341,859,000) |
| Last 4 Quarters | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $218,206,000 | $209,809,000 | $202,272,000 | $202,810,000 |
| EBITDA (USD) | $59,176,000* | $46,793,000* | $58,127,000* | $46,237,000* |
| Net Income (USD) | $(272,706,000) | $(11,515,000) | $(19,150,000) | $(43,832,000) |
- Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Verano Holdings Corp. | Chair of the Board and CEO | 2021–present | Led go‑public transition; ongoing U.S. MSO scaling . |
| Verano Holdings, LLC | Chair and CEO | 2017–2021 | Co‑founded; platform for subsequent public entity . |
| Ataraxia, LLC (IL) | Founder | 2014– | Secured one of the first IL cultivation licenses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various Illinois restaurants | President and owner | 2001–present | Operates eight restaurants in IL; hospitality ops background . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $475,000 | 2025: Mr. Archos elected to forego entire base salary . |
| Target annual cash bonus | 50% of base salary ($237,500) | Company-wide target set via Annual Bonus Plan . |
| Actual 2024 cash bonus (paid 2025) | $157,225 | Result of a 66.2% company payout factor and individual assessment . |
Employment agreement reference target bonus: $200,000 target amount in the CEO agreement (separate from the plan’s percent-of-salary design) .
Performance Compensation
- Annual bonus metrics and weights (2024): Net Revenue 25%; Adjusted EBITDA 75% .
- Company results vs targets (excludes acquired entities/new 2024 stores/Ohio adult-use impact): payout factor 66.2% .
| Metric | Weight | Threshold | Target | Max | Actual 2024 | Payout contribution |
|---|---|---|---|---|---|---|
| Net Revenue | 25% | $757.1M | $946.4M | $1,135.7M | $836.5M | 18.0% |
| Adjusted EBITDA | 75% | $218.4M | $312.0M | $405.6M | $254.2M | 48.2% |
| Company Payout Factor | 66.2% |
Long-term incentives (granted 2024; multi‑year vesting):
- RSU grant: $534,312 grant-date fair value; 129,436 RSUs .
- Long-term cash incentive: $534,375 .
- Total LTI value (2024): $1,068,687 (225% of base; 50% RSUs / 50% cash) .
| LTI Element (2024) | Grant value | RSUs (#) |
|---|---|---|
| RSUs | $534,312 | 129,436 |
| Long-term cash | $534,375 | — |
| Total | $1,068,687 | 129,436 |
Governance of incentives and policies:
- Multi-year vesting for RSUs; long-term cash plan introduced in 2024; no historical option repricing; dividend equivalents not paid on unearned RSUs .
- Clawback policy (Dodd-Frank compliant) adopted in March 2023; applies to incentive compensation upon restatement .
- Hedging prohibited; pre-clearance and windowed equity grant practice; grants made only in open trading windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 26,995,654 Subordinate Voting Shares (7.45%) . |
| Breakdown | Direct 14,473,715; vested options to purchase 8,843 (C$30.60); 132,638 RSUs vest within 60 days of Record Date; 1,817,688 via Copperstone Trust; 10,154,606 via GP Management Group, LLC; additional 408,164 via E&P Archos Holdings I/II (disclaimed) . |
| Pledging (RED FLAG) | A portion of shares held by certain Archos-affiliated entities are pledged as loan collateral (approx. $5M principal). Archos also holds security interests in Company shares as collateral for loans he made (~$5M principal) . |
| Near-term vesting overhang | 132,638 RSUs vesting within 60 days of Record Date . |
| Options | 8,843 vested options; exercise price C$30.60 . Plan allows up to 10-year terms . |
| Ownership guidelines | CEO 6x salary; Archos has achieved the threshold; hedging prohibited . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | CEO employment agreement dated Feb 18, 2021 (amended Jan 1, 2022); auto-renewed to Feb 18, 2026 . |
| Base salary floor | Not less than $475,000 (Mr. Archos elected to forego 2025 base salary) . |
| Target bonus (agreement) | $200,000, subject to company and individual performance . |
| Severance | If terminated without cause: 10 months’ base salary plus COBRA premiums/cost for that period; death/disability: accrued obligations . |
| Change‑of‑control | No explicit CEO change‑in‑control severance multiple disclosed; committee discretion under equity plan for award treatment in transactions . |
| Restrictive covenants | Employment agreements include confidentiality, work-for-hire, inventions assignment; non‑compete and non‑solicit covenants are included (durations vary by role) . |
Board Governance (Director service)
- Current roles: Chair of the Board and CEO; not independent .
- Committees: Audit (Hirsh—Chair, Mueller, Nuñez) and Compensation (Nuñez—Chair, Hirsh, Mueller); Archos is not on these committees .
- Board leadership: CEO also serves as Chair; no Lead Independent Director .
- Independence/Composition: 3 of 5 directors independent under Cboe/Nasdaq and NI 52‑110 (Hirsh, Mueller, Nuñez) .
- Attendance: 100% attendance by directors for 2024 Board and committee meetings; annual meeting attendance also strong .
- Executive sessions: Non‑management directors have opportunity for executive sessions at each meeting .
- Other public boards: No other public company board roles disclosed for Archos .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM (June 19, 2025): Shareholders approved Say‑on‑Pay with 53,212,468 For vs 2,357,922 Against (242,358 abstentions; broker non‑votes 35,635,769) .
- Director elections: Archos re‑elected (39,703,645 For; 16,113,104 abstentions; 35,631,769 broker non‑votes) .
- Auditor: MGO re‑appointed (90,897,629 For; 550,889 abstentions) .
Related Party Transactions (governance red flags to monitor)
- Credit facility lender: Archos participated as a lender in the Company’s Oct 27, 2022 Credit Agreement (initially $1,000,000; $838,143 outstanding as of Apr 21, 2025). Interest at prime + 6.50% (step‑ups on default) .
- Real estate leases: Company leases dispensary locations from entities in which Archos holds 50% indirect ownership:
- 740 Rte. 59, LLC (Aurora, IL): $185,895 paid in 2024; $46,474 in Q1’25; term through June 30, 2030 .
- 783 Butterfield LLC (Lombard, IL): $365,569 paid in 2024; $92,471 in Q1’25; term through Jan 11, 2031 .
- Family interest divested: Archos’ family member (via trust) previously held interests in Two Pointo, LLC related to IL social equity dispensaries; all interests divested in 2024 with no known distributions; executives’ profit interests were forfeited in 2024 .
- All above approved/ratified by the Audit Committee per policy .
Compensation Structure Analysis
- Mix shifted to long‑term incentives in 2024: 225% of salary via 50% RSUs/50% long‑term cash; multi‑year vesting for both equity and cash LTIs .
- Annual bonus design uses financial metrics (Net Revenue, Adjusted EBITDA) and individual performance; capped and formulaic; 2024 payout at 66.2% of company factor .
- Policies: robust ownership (6x salary for CEO), clawback in place, hedging prohibited; no history of stock option repricing; dividend equivalents not paid on unearned RSUs .
- Benchmarking: No formal 2024 consultant/peer benchmarking; Committee favored conservative cash comp with meaningful LTI opportunity .
Equity Ownership & Vesting Overhang (detail)
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (%) | 7.45% of 359,718,318 shares outstanding as of Apr 21, 2025 . |
| Near‑term RSU vesting | 132,638 RSUs vest within 60 days of Record Date . |
| 2024 RSUs granted | 129,436 RSUs (multi‑year vesting) . |
| Options | 8,843 vested; exercise price C$30.60 . |
| Pledging | Pledged shares and collateralized loans present (approx. $5M each side) . |
Employment Terms (detail)
| Provision | CEO (Archos) |
|---|---|
| Term/renewal | Initial 3‑yr term from 2/18/2021; auto‑renewed to 2/18/2026 . |
| Salary | ≥$475,000; 2025 salary waived by CEO . |
| Target bonus | $200,000 (agreement); 2024 plan target set at 50% of salary . |
| Severance (no cause) | 10 months’ base + COBRA premiums/cost . |
| Change‑of‑control | Not specifically quantified in CEO agreement; equity plan allows transaction‑related award treatment at Board/Committee discretion . |
| Covenants | Confidentiality, inventions, non‑compete, non‑solicit (periods vary by position) . |
Investment Implications
- Alignment: 2025 salary waiver, meaningful multi‑year LTI structure, 6x CEO ownership guideline (met) and clawback/anti‑hedging policies support alignment with long‑term value creation .
- Pay for performance: Formulaic plan anchored on revenue and Adjusted EBITDA resulted in a below‑target 2024 bonus (66.2% company factor); large LTI weighting emphasizes retention amid sector volatility .
- Red flags: Share pledging, related‑party leases, and combined CEO/Chair with no Lead Independent Director increase governance risk; however, independent Audit and Compensation Committees and high Say‑on‑Pay support mitigate some concerns .
- Retention risk: CEO severance is modest (10 months base + COBRA; no explicit CoC multiple), but significant vested/vesting equity and multi‑year LTI reduce immediate departure risk. CFO turnover in April 2025 introduces some execution risk offset by appointment of an experienced CFO .
- Performance context: Revenues declined in 2024 with losses widening; quarterly 2025 results show continued net losses, underlining the importance of execution on margin discipline and growth catalysts; bonus framework tied to revenue/EBITDA is appropriate given these trends [GetFinancials tables] .
Financial data notes: EBITDA values marked with * are from S&P Global.