Lawrence Hirsh
About Lawrence R. Hirsh
Independent director of Verano Holdings Corp. (VRNOF), age 62, based in Florida; joined the Board on August 29, 2022. Background includes founding LRHIRSH, LLC (financial/operational consulting since 2020) and 18 years at Alvarez & Marsal North America as Managing Director, co-leading corporate restructuring in the Southeast U.S. and serving in interim C-suite and board roles. Credentials: Bachelor of Business Administration (University of Florida), Certified Public Accountant, Certified Turnaround Professional, and member of the American College of Bankruptcy; recognized by the Board as a financial expert. He serves as Audit Committee Chair and is a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarez & Marsal North America, LLC | Managing Director; co-business unit leader (SE U.S. Corporate Restructuring) | 2002–2020 | Interim COO/CFO; board chair roles; extensive restructuring, integration, governance execution |
| Arthur Andersen LLP | Partner; Southeast Leader – Corporate Restructuring; Leader – Business Valuation (Atlanta/Southeast) | 1995–2002 | Led valuation and restructuring engagements; cross-industry coverage |
| LRHIRSH, LLC | Founder/Consultant (financial and operational matters) | 2020–present | Advises multiple companies on finance/operations |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Mondee Holdings, Inc. (U.S. public company) | Director | Dec 2024 | Adds public-company board experience; non-cannabis travel/technology exposure |
| Private companies (various) | Director | Ongoing | Boards include private equity, healthcare management services, source-to-pay analytics, affiliated real estate funds; Audit Chair of a commercial interiors contractor |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; both committees comprised solely of independent directors in 2024 .
- Independence: Board determined Hirsh is independent under NI 52‑110, Nasdaq and Cboe standards .
- Financial expertise: Audit Committee identifies Hirsh as an “audit committee financial expert” .
- Attendance and engagement: Board held five meetings in 2024; all directors attended 100% of Board and committee meetings; all but one attended the 2024 annual meeting .
- Audit oversight: Audit Committee met with external auditor (MGO) with and without management, reviewed ICFR, litigation, internal audit plans, data protection and cybersecurity risk; recommended inclusion of FY2024 audited statements in Form 10‑K .
- Majority Voting Policy: Directors receiving less than majority support must tender resignation; independent directors recommend outcome; Board must accept absent exceptional circumstances .
- Board leadership: CEO serves as Chair; no Lead Independent Director (Board reviews structure periodically) . RED FLAG: Combined CEO/Chair and absence of Lead Independent Director may constrain independent oversight .
Fixed Compensation (Director)
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $50,000 | $50,000 |
| Committee chair retainer (Audit) | $10,000 | $10,000 |
| Meeting fees | Not disclosed | Not disclosed |
| Total cash fees | $60,000 | $60,000 |
Performance Compensation (Director)
| Component | 2023 | 2024 |
|---|---|---|
| RSU grant (fair value) | $253,171; 85,911 RSUs; vest 12/18/24/30 months from 6/1/2023 | $62,490; 15,138 RSUs; vest 12/18/24/30 months from 6/1/2024 |
| Long-term cash award | Not granted | $62,500; vests 12/18/24/30 months from 6/1/2024 |
| Total annual director compensation | $313,171 | $184,990 |
- Vesting schedules are time-based (no performance metrics); awards align retention and longer service cadence .
- Mix shift: 2024 introduced long-term cash awards and reduced RSU value versus 2023. This lowers equity dependency while maintaining multi-year vesting. Signal: retention emphasis in a volatile sector .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Conflict View |
|---|---|---|---|
| Mondee Holdings, Inc. | Travel/Technology | Director | No direct cannabis conflict; monitor any shared vendors/technology links; low overlap risk |
| Multiple private boards | PE, healthcare services, analytics, real estate, construction | Director/Audit Chair | Private entities; ensure recusals if counterparties transact with Verano |
Expertise & Qualifications
- Finance and restructuring leadership, interim C‑suite assignments, board governance expertise; cross-industry experience (transportation, logistics, healthcare, real estate/construction, financial services, manufacturing, distribution) .
- Education/credentials: BBA (University of Florida); CPA; Certified Turnaround Professional; American College of Bankruptcy member .
- Board-designated financial expert on Audit Committee .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Subordinate Voting Shares) | 138,384; <1% of outstanding |
| RSUs vesting within 60 days of Record Date | 25,262 RSUs |
| Options exercisable | None disclosed for director service; director equity is RSUs (option holdings table pertains to NEOs) |
| Ownership % | <1% |
| Pledging/Hedging | No pledging disclosed for Hirsh; hedging prohibited for directors under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Strong attendance and committee independence; Audit Committee under Hirsh shows robust engagement with auditor, ICFR, cyber risk, and internal audit—supports investor confidence .
- Independence and expertise: Hirsh’s financial expert status and restructuring background bolster audit quality and risk oversight .
- Compensation alignment: Director pay comprised of modest cash retainer plus multi-year RSUs and long-term cash—time-based vesting encourages retention and alignment without short-term incentives .
- Ownership: Personal stake is modest (<1%); ongoing RSU vesting increases alignment; hedging prohibited .
- Related-party oversight: Company previously disclosed untimely approvals of certain related-party transactions in 2024; Audit Committee subsequently approved/ratified transactions in 2025—trend improvement under current Audit Chair oversight .
- Risk indicators:
- RED FLAG: CEO also serves as Chair; no Lead Independent Director—monitor for board independence and executive session rigor .
- RED FLAG: Historical lapses in timely related-party approvals (since remediated) warrant continued scrutiny of conflict controls .
- Neutral: External directorship at Mondee (non-cannabis) adds capacity demands but low sector conflict; ensure workload balance and recusals where appropriate .
- Shareholder engagement: Annual say-on-pay adopted; Compensation Committee held four meetings in 2024; management does not currently engage an external compensation consultant, relying on internal resources and public data—adequate but consider independent consulting for benchmarking as company scales .