John Tipton
About John Tipton
John Tipton (age 65) is Director and President of the Southern Region at Verano Holdings Corp. (VRNOF), having served as Company President from February 11, 2021 to June 6, 2023 and joining the Board on July 19, 2023 . He holds a magna cum laude accounting degree from Wheeling College and was a registered CPA from 1993–2020, with prior roles as CEO of Plants of Ruskin (acquired by Verano in 2021) and CFO of Harloff Farms . Company performance in 2024: net revenue $879M, Adjusted EBITDA $264M (30% margin) and net loss $(342)M; cumulative TSR since listing fell to 3.71 by year-end 2024 vs peer group 12.74 . Pay-for-performance is anchored to net revenue and Adjusted EBITDA; Tipton’s 2024 cash bonus equaled 76.1% of target amid Company performance payout of 66.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plants of Ruskin GPS, LLC (subsidiary acquired Feb 2021) | Chief Executive Officer | 1997–2021 | Led acquisition of a highly coveted vertically integrated medical marijuana treatment center license in Florida . |
| Artesian Farms; Dickman Investments | Chief Executive Officer | 1997– | Operational leadership across agriculture and investments . |
| Harloff Farms | Chief Financial Officer | 1989–1997 | Finance leadership in agriculture operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private companies (Artesian Farms; Dickman Investments) | CEO | 1997– | Continued executive stewardship and sector expertise . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $100,000 | $460,577 | $450,000 |
| Target Bonus (% of Salary) | Not applicable under Annual Bonus Plan; performance program in place | 50% (Annual Bonus Plan) | 50% (Annual Bonus Plan) |
| Actual Cash Bonus ($) | Performance bonuses under employment agreement (see below) | $301,790 (non-equity comp total) | $171,293 (76.1% of target) |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout Factor |
|---|---|---|---|---|---|---|
| Net Revenue | 25% | $757.1M (50% payout of weighted) | $946.4M (100%) | $1,135.7M (150%) | $836.5M | 18.0% weighted |
| Adjusted EBITDA | 75% | $218.4M (50% payout of weighted) | $312.0M (100%) | $405.6M (150%) | $254.2M | 48.2% weighted |
| Company Performance Payout Factor | — | — | — | — | — | 66.2% |
| Tipton Individual Bonus Outcome | — | — | — | — | — | 76.1% of target ($171,293) |
| RSU Vesting | — | — | — | — | 2023 RSUs: vest 12, 18, 24, 30 months from June 1, 2023; 2024 RSUs: same cadence from June 1, 2024 | Vest dates: Jun 1 & Dec 1 each year over schedule |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,407,212 Subordinate Voting Shares; less than 1% of outstanding (*) |
| RSUs Outstanding (12/31/2024) | 183,634 (2023 grant) MV $224,613; 122,624 (2024 grant) MV $149,988 |
| RSUs Vesting Within 60 Days (as of 4/21/2025) | 122,473 RSUs |
| 2024 RSUs Vested & Realized Value | 183,634 shares vested; value realized $505,213 |
| 2024 Long-Term Incentive Grants | $506,192 RSUs (122,624 shares); $506,250 cash (each 112.5% of base salary; total LTI 225%) |
| Options | None disclosed for Tipton; Company Options shown only for Archos and Weiss |
| Pledging/Hedging | Hedging prohibited; no pledging disclosed for Tipton (stock ownership/insider policies) |
| Ownership Guidelines | Exec guideline = 3x base salary; Tipton has achieved threshold |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Start/Term | Effective Feb 11, 2021; initial 2-year term; auto-renews in one-year increments; renewed through Feb 11, 2026 |
| Current Role & Tenure | President, Southern Region since Jun 6, 2023; Director since Jul 19, 2023; former President of Company (Feb 11, 2021–Jun 6, 2023) |
| Initial Compensation Under Agreement | Initial base salary $100,000; one-time cash signing bonus $1,000,000 |
| 2021–2022 Performance Bonuses | Four performance bonus tranches across 2021–2022; aggregate max $15.5M; payable ~41.379% cash and ~58.621% Proportionate Voting Shares; metrics tied to gross sales in Florida and Arizona operations |
| 2024 Compensation Structure | Base $450,000; annual bonus target 50% salary; LTI 225% salary split equally RSU/cash |
| 2025 Base Salary Change | Reduced to $400,000 (Board approval on Committee recommendation) |
| Severance (Termination) | If terminated by Company or by Tipton: accrued obligations only; no additional severance |
| Non-Compete/Non-Solicit | Non-compete duration: 3 years post-termination; other restrictive covenants apply |
| Change-in-Control | Not included in “Cause”; RSUs generally forfeited on termination; Committee may exercise discretion to accelerate in certain events |
Board Governance and Director Service
- Board service: Director since July 19, 2023; determined not independent due to officer status .
- Committee roles: Not listed as a member of Audit or Compensation committees; those committees are comprised of independent directors .
- Board leadership: Chair and CEO roles combined (George Archos); no Lead Independent Director .
- Board meetings/attendance: Board held five meetings in 2024; directors attended 100% of Board and committee meetings during their tenure .
- Director compensation: Employee directors (Archos and Tipton) received no director fees; non-employee directors received cash retainers and RSU/cash awards .
Director Compensation (Non-Employee reference for governance context)
| Director | Cash Retainer ($) | RSU Award ($) | Cash LTI ($) | Total ($) |
|---|---|---|---|---|
| Cristina Nuñez | 60,000 (incl. 10k chair) | 62,490 | 62,500 | 184,990 |
| Lawrence Hirsh | 60,000 (incl. 10k chair) | 62,490 | 62,500 | 184,990 |
| Charles Mueller | 50,000 | 62,490 | 62,500 | 174,990 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 structure shifted strongly to long-term incentives (225% of salary; half RSUs/half cash), emphasizing retention and alignment amid sector price declines .
- Annual bonus design: Targets tied to net revenue (25%) and Adjusted EBITDA (75%) with Company performance payout 66.2% in 2024; individual payout factor yielded Tipton’s 76.1% of target .
- Severance risk: Tipton’s agreement provides only accrued obligations on termination; no guaranteed severance or double-trigger acceleration—implies retention primarily via ongoing LTI awards .
- Governance safeguards: Stock ownership policy (3x salary), clawback policy aligned with Dodd-Frank/Nasdaq, hedging prohibition, insider trading preclearance .
Multi-Year NEO Compensation (Tipton)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 100,000 | 460,577 | 450,000 |
| Stock Awards ($) | — (no EIP award in 2022) | 1,082,302 | 506,192 |
| Non-Equity Incentive ($) | 6,699,095 (performance bonuses under agreement) | 301,790 | 677,543 (includes Annual Bonus and cash LTI grant) |
| All Other Comp ($) | 33 | 11,578 | 12,091 |
| Total ($) | 6,799,128 | 1,856,247 | 1,645,826 |
Related Party Transactions and Red Flags
- No pledging disclosed for Tipton; hedging/insider policies restrict such activity .
- Related-party disclosures include compensation to an immediate family member (John Mitch Tipton) as Executive Vice President, Director of Cultivation; cash salary, bonus, RSUs and long-term cash grant in 2024; approved/ratified by Audit Committee .
- Majority Voting Policy adopted; non-independent Chair/CEO structure without Lead Independent Director noted .
Performance & Track Record
- Major achievements: Florida MMTC license acquisition via Plants of Ruskin; regional leadership since June 2023 .
- Company performance in 2024: net revenue $879M, Adjusted EBITDA $264M, net loss $(342)M (impairments a significant factor), reflecting challenging sector dynamics .
- TSR: cumulative TSR declined to 3.71 by Dec 31, 2024 against peer group 12.74; aligns with reduced “compensation actually paid” due to stock price declines .
Board Governance Details
| Attribute | Detail |
|---|---|
| Independence status | Not independent (officer/director dual role) |
| Committees | Not listed on Audit or Compensation Committees; independent directors serve/chair |
| Board attendance (2024) | 100% attendance; five Board meetings held |
| Chair/CEO combo | Chair is CEO; no Lead Independent Director |
| Executive sessions | Permitted at Board/committee meetings |
Investment Implications
- Alignment: Strong long-term mix (RSU + cash LTI = 225% of salary) with multi-year vesting supports retention and may stagger supply from vesting; Tipton meets 3x ownership guideline, and no pledging disclosed—favorable alignment .
- Selling pressure: RSU vesting cadence (June/December) and 2024 vested 183,634 shares indicate periodic liquidity events; 2024 grants will vest on Jun 1, 2025; Dec 1, 2025; Jun 1, 2026; Dec 1, 2026 .
- Governance risk: Dual role as officer/director and absence of a Lead Independent Director may elevate independence concerns; however, committees are fully independent and ownership/clawback policies provide safeguards .
- Retention/exit economics: Minimal severance for Tipton (accrued obligations only) suggests retention relies on LTI continuation; change-in-control not a “Cause” trigger, and RSU acceleration discretionary—neutral to modest retention risk .
- Pay-for-performance: Bonus metrics centered on net revenue and Adjusted EBITDA; Company payout 66.2% in 2024 with Tipton at 76.1%—moderate linkage with underperformance reflected in reduced payout levels .