GREEN THUMB INDUSTRIES INC., DEF 14A filed on 4/28/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Entity Registrant Name GREEN THUMB INDUSTRIES INC.
Amendment Flag false
Central Index Key 0001795139
Document Type DEF 14A
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay-versus-Performance Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure describes the relationship between executive compensation and the Company’s performance with respect to select financial measures. For more information regarding the Company’s executive compensation program, please see “Compensation Discussion and Analysis” above.

 

 

 

 

 

 

 

 

Average
Summary
Compensation
Table Total

 

 

Average
Compensation
Actually Paid

 

 

Value of Initial Fixed
$100 Investment Based
On:

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for PEO(1)

 

 

Compensation
Actually Paid
to PEO(2)

 

 

for non-PEO
Named
Executive
Officers(3)

 

 

to non-PEO
Named
Executive
Officers(4)

 

 

Total
Shareholder
Return(5)

 

 

Peer Group
Total
Shareholder
Return(5)

 

 

Net Income

 

 

Adjusted
EBIDTA(6)

 

2024

 

$

10,388,077

 

 

$

7,436,782

 

 

$

6,496,900

 

 

$

4,723,985

 

 

$

84.33

 

 

$

14.94

 

 

$

73,083,000

 

 

$

371,318,000

 

2023

 

$

1,822,722

 

 

$

2,341,023

 

 

$

1,778,267

 

 

$

2,232,578

 

 

$

120.12

 

 

$

43.79

 

 

$

36,267,000

 

 

$

325,839,000

 

2022

 

$

1,890,654

 

 

$

(379,804

)

 

$

1,970,222

 

 

$

(141,643

)

 

$

94.50

 

 

$

46.02

 

 

$

11,978,000

 

 

$

311,478,000

 

2021

 

$

1,714,256

 

 

$

(2,168,649

)

 

$

1,290,081

 

 

$

(871,329

)

 

$

228.29

 

 

$

119.75

 

 

$

75,436,000

 

 

$

307,834,000

 

 

Notes:

(1)
The dollar amounts reported are the total compensation reported for Benjamin Kovler for each fiscal year in the “Total” column of the Summary Compensation Table above.
(2)
The dollar amounts reported for each fiscal year are equal to the “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to the applicable individual(s) for each applicable fiscal year and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the reported “Total” in the Summary Compensation Table for Mr. Kovler for the applicable year is adjusted to determine the “compensation actually paid” amount as follows:

 

Year

 

Average Total
Compensation
as Reported
in the
Summary
Compensation
Table

 

 

Change in
Fair Value of
Options
Granted
During the
Current
Fiscal Year

 

 

Change in
Fair Value
of Options
Granted in
Previous
Fiscal Years

 

 

Change in
Fair Value
of RSUs
Granted
During the
Current
Fiscal
Year

 

 

Change in
Fair Value of
RSUs
Granted in
Previous
Fiscal Years

 

 

Change in Fair
Value of RSUs
Granted in
Prior Fiscal
Year that
Vested in the
Current Fiscal
Year

 

 

Total Change
in Fair Value
of Equity
(RSUs and
Options)

 

 

Compensation
Actually Paid

 

2024

 

$

10,388,077

 

 

$

(242,730

)

 

$

(1,027,882

)

 

$

(1,662,619

)

 

$

(45,838

)

 

$

27,774

 

 

$

(2,951,295

)

 

$

7,436,782

 

2023

 

$

1,822,722

 

 

$

441,665

 

 

$

(5,113

)

 

$

81,749

 

 

$

—

 

 

$

—

 

 

$

518,301

 

 

$

2,341,023

 

2022

 

$

1,890,654

 

 

$

(470,257

)

 

$

(1,603,864

)

 

$

—

 

 

$

—

 

 

$

(196,337

)

 

$

(2,270,458

)

 

$

(379,804

)

2021

 

$

1,714,256

 

 

$

(147,541

)

 

$

(3,798,694

)

 

$

—

 

 

$

(75,002

)

 

$

138,332

 

 

$

(3,882,905

)

 

$

(2,168,649

)

 

(3)
The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The NEOs included for the purpose of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Mr. Georgiadis, Mr. Faulkner, and Mr. Kravitz; (ii) for 2022, Mr. Georgiadis; and (iii) for 2021, Mr. Georgiadis and Beth Burk.
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these NEOs as a group during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). The average total compensation as reported in the Summary Compensation Table for those NEOs as a group for each year was adjusted using the same methodology as used to determine the Compensation Actually Paid for Mr. Kovler, as follows:

 

Year

 

Average Total
Compensation
as Reported
in the
Summary
Compensation
Table

 

 

Change in
Fair Value of
Options
Granted
During the
Current
Fiscal Year

 

 

Change in
Fair Value
of Options
Granted in
Previous
Fiscal Years

 

 

Change in
Fair Value
of RSUs
Granted
During the
Current
Fiscal
Year

 

 

Change in
Fair Value
of RSUs
Granted in
Previous
Fiscal Years

 

 

Change in Fair
Value of RSUs
Granted in
Prior Fiscal
Year that
Vested in the
Current Fiscal
Year

 

 

Total Change
in Fair Value
of Equity
(RSUs and
Options)

 

 

Compensation
Actually Paid

 

2024

 

$

6,496,900

 

 

$

(203,538

)

 

$

(465,051

)

 

$

(1,035,695

)

 

$

(102,910

)

 

$

34,279

 

 

$

(1,772,915

)

 

$

4,723,985

 

2023

 

$

1,778,267

 

 

$

245,218

 

 

$

15,265

 

 

$

191,033

 

 

$

11,263

 

 

$

(8,468

)

 

$

454,311

 

 

$

2,232,578

 

2022

 

$

1,970,222

 

 

$

(323,813

)

 

$

(1,533,474

)

 

$

(107,328

)

 

$

—

 

 

$

(147,250

)

 

$

(2,111,865

)

 

$

(141,643

)

2021

 

$

1,290,081

 

 

$

(151,314

)

 

$

(2,033,911

)

 

$

—

 

 

$

(58,215

)

 

$

81,941

 

 

$

(2,161,409

)

 

$

(871,329

)

 

(5)
As reported in Part II, Item 5 of the 2024 Form 10-K, and our Annual Report on Form 10-K for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. For each year reported, our Peer Group included Cresco Labs Inc., Curaleaf Holdings, Inc. and Trulieve Cannabis Corp., and Verano Holdings Corp.
(6)
As required by Item 402(v) of Regulation S-K, the Company has determined that Adjusted EBIDTA is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the NEOs to Company performance for the most recently completed fiscal year. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for other income, non-cash share-based compensation, one-time transaction related expenses, or other non-operating costs. See Appendix A for a reconciliation of non-GAAP financial measures.
      
Company Selected Measure Name Adjusted EBIDTA      
Named Executive Officers, Footnote
(3)
The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The NEOs included for the purpose of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Mr. Georgiadis, Mr. Faulkner, and Mr. Kravitz; (ii) for 2022, Mr. Georgiadis; and (iii) for 2021, Mr. Georgiadis and Beth Burk.
     
Peer Group Issuers, Footnote
(5)
As reported in Part II, Item 5 of the 2024 Form 10-K, and our Annual Report on Form 10-K for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. For each year reported, our Peer Group included Cresco Labs Inc., Curaleaf Holdings, Inc. and Trulieve Cannabis Corp., and Verano Holdings Corp.
      
PEO Total Compensation Amount $ 10,388,077 $ 1,822,722 $ 1,890,654 $ 1,714,256
PEO Actually Paid Compensation Amount $ 7,436,782 2,341,023 (379,804) (2,168,649)
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported for each fiscal year are equal to the “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to the applicable individual(s) for each applicable fiscal year and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the reported “Total” in the Summary Compensation Table for Mr. Kovler for the applicable year is adjusted to determine the “compensation actually paid” amount as follows:

 

Year

 

Average Total
Compensation
as Reported
in the
Summary
Compensation
Table

 

 

Change in
Fair Value of
Options
Granted
During the
Current
Fiscal Year

 

 

Change in
Fair Value
of Options
Granted in
Previous
Fiscal Years

 

 

Change in
Fair Value
of RSUs
Granted
During the
Current
Fiscal
Year

 

 

Change in
Fair Value of
RSUs
Granted in
Previous
Fiscal Years

 

 

Change in Fair
Value of RSUs
Granted in
Prior Fiscal
Year that
Vested in the
Current Fiscal
Year

 

 

Total Change
in Fair Value
of Equity
(RSUs and
Options)

 

 

Compensation
Actually Paid

 

2024

 

$

10,388,077

 

 

$

(242,730

)

 

$

(1,027,882

)

 

$

(1,662,619

)

 

$

(45,838

)

 

$

27,774

 

 

$

(2,951,295

)

 

$

7,436,782

 

2023

 

$

1,822,722

 

 

$

441,665

 

 

$

(5,113

)

 

$

81,749

 

 

$

—

 

 

$

—

 

 

$

518,301

 

 

$

2,341,023

 

2022

 

$

1,890,654

 

 

$

(470,257

)

 

$

(1,603,864

)

 

$

—

 

 

$

—

 

 

$

(196,337

)

 

$

(2,270,458

)

 

$

(379,804

)

2021

 

$

1,714,256

 

 

$

(147,541

)

 

$

(3,798,694

)

 

$

—

 

 

$

(75,002

)

 

$

138,332

 

 

$

(3,882,905

)

 

$

(2,168,649

)
     
Non-PEO NEO Average Total Compensation Amount $ 6,496,900 1,778,267 1,970,222 1,290,081
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,723,985 2,232,578 (141,643) (871,329)
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these NEOs as a group during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). The average total compensation as reported in the Summary Compensation Table for those NEOs as a group for each year was adjusted using the same methodology as used to determine the Compensation Actually Paid for Mr. Kovler, as follows:

 

Year

 

Average Total
Compensation
as Reported
in the
Summary
Compensation
Table

 

 

Change in
Fair Value of
Options
Granted
During the
Current
Fiscal Year

 

 

Change in
Fair Value
of Options
Granted in
Previous
Fiscal Years

 

 

Change in
Fair Value
of RSUs
Granted
During the
Current
Fiscal
Year

 

 

Change in
Fair Value
of RSUs
Granted in
Previous
Fiscal Years

 

 

Change in Fair
Value of RSUs
Granted in
Prior Fiscal
Year that
Vested in the
Current Fiscal
Year

 

 

Total Change
in Fair Value
of Equity
(RSUs and
Options)

 

 

Compensation
Actually Paid

 

2024

 

$

6,496,900

 

 

$

(203,538

)

 

$

(465,051

)

 

$

(1,035,695

)

 

$

(102,910

)

 

$

34,279

 

 

$

(1,772,915

)

 

$

4,723,985

 

2023

 

$

1,778,267

 

 

$

245,218

 

 

$

15,265

 

 

$

191,033

 

 

$

11,263

 

 

$

(8,468

)

 

$

454,311

 

 

$

2,232,578

 

2022

 

$

1,970,222

 

 

$

(323,813

)

 

$

(1,533,474

)

 

$

(107,328

)

 

$

—

 

 

$

(147,250

)

 

$

(2,111,865

)

 

$

(141,643

)

2021

 

$

1,290,081

 

 

$

(151,314

)

 

$

(2,033,911

)

 

$

—

 

 

$

(58,215

)

 

$

81,941

 

 

$

(2,161,409

)

 

$

(871,329

)
     
Tabular List, Table

Most Important Financial Measures Used to Determine Compensation

Below is an unranked list of the most important financial performance measures the Company used to link “compensation actually paid” to the NEOs for the year ended December 31, 2024 to Company performance.

 

 

 

Most Important Financial Measures

•

 

Revenue

•

 

Adjusted EBIDTA

As discussed under “Compensation, Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards” above, the Compensation Committee believes that Revenue and Adjusted EBITDA are the most appropriate financial measures to use in our incentive-based compensation elements for our NEOs. Although the Compensation Committee considers generally the Company’s overall financial performance, including with respect to Free Cash Flow, Cash Reserves, Gross Margin, and other metrics, no other measures are specifically or quantitatively tied to our NEOs’ compensation outcomes.

     
Total Shareholder Return Amount $ 84.33 120.12 94.5 228.29
Peer Group Total Shareholder Return Amount 14.94 43.79 46.02 119.75
Net Income (Loss) $ 73,083,000 $ 36,267,000 $ 11,978,000 $ 75,436,000
Company Selected Measure Amount 371,318,000 325,839,000 311,478,000 307,834,000
PEO Name Benjamin Kovler Benjamin Kovler Benjamin Kovler Benjamin Kovler
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBIDTA      
Non-GAAP Measure Description
(6)
As required by Item 402(v) of Regulation S-K, the Company has determined that Adjusted EBIDTA is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the NEOs to Company performance for the most recently completed fiscal year. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for other income, non-cash share-based compensation, one-time transaction related expenses, or other non-operating costs. See Appendix A for a reconciliation of non-GAAP financial measures.
      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (242,730) $ 441,665 $ (470,257) $ (147,541)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,027,882) (5,113) (1,603,864) (3,798,694)
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,662,619) 81,749 0 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 27,774 0 (196,337) 138,332
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (45,838) 0 0 (75,002)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,951,295 (518,301) 2,270,458 3,882,905
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (203,538) 245,218 (323,813) (151,314)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (465,051) 15,265 (1,533,474) (2,033,911)
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,035,695) 191,033 (107,328) 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 34,279 (8,468) (147,250) 81,941
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (102,910) 11,263 0 (58,215)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,772,915) $ 454,311 $ (2,111,865) $ (2,161,409)
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted false
Insider Trading Policies and Procedures Not Adopted

Our policy on insider trading prohibits all of our employees who meet the criteria of “insiders,” including our NEOs, from engaging in short selling, hedging or offsetting transactions with respect to our securities.