or
Paid in
|
|
Option
|
|
Stock
|
|
|
|
Chelsea A Grayson
(3)
|
|
|
38,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ross M. Hussey
|
|
|
71,000
|
|
|
—
|
|
|
—
|
|
|
71,000
|
|
Victor E. Mancebo
|
|
|
71,000
|
|
|
—
|
|
|
—
|
|
|
71,000
|
|
Judd T. Nordquist
|
|
|
71,000
|
|
|
—
|
|
|
—
|
|
|
71,000
|
|
(1)
|
At December 31, 2023, the directors had the following Goodness Options outstanding: Mr. Hussey held 175,025 vested Goodness Options and 60,105 unvested Goodness Options that vested in full on March 31, 2024; Mr. Mancebo held 109,526 vested Goodness Options and 59,988 unvested Goodness Options that vested in full on March 31, 2024; Mr. Nordquist held 450,465 vested Goodness Options and 140,239 unvested options that vested in full on March 31, 2024;
|
|
(2)
|
At December 31, 2023, the directors had the following Goodness RSUs outstanding: Mr. Hussey held 39,637 vested Goodness RSUs and 22,113 unvested RSUs that vest ratably on the first three anniversaries of the grant date, March 15, 2022, and 57,161 unvested RSUs that vest ratably on the first three anniversaries of the grant date, December 14, 2022; Mr. Mancebo held 39,637 vested Goodness RSUs and 22,113 unvested RSUs that vest ratably on the first three anniversaries of the grant date, March 15, 2022, and 57,161 unvested RSUs that vest ratably on the first three anniversaries of the grant date, December 14, 2022; Mr. Nordquist held 39,637 vested Goodness RSUs and 22,113 unvested RSUs that vest ratably on the first three anniversaries of the grant date, March 15, 2022, and 57,161 unvested RSUs that vest ratably on the first three anniversaries f the grant date, December 14, 2022. All RSUs settle and pay out the third anniversary of the grant date.
|
|
(3)
|
Ms. Grayson resigned from the Company’s Board in March 2023.
|
TABLE OF CONTENTS
INFORMATION CONCERNING EXECUTIVE COMPENSATION
Overview of Executive Compensation
As an “emerging growth company” and “smaller reporting company” under the rules and regulations of the SEC, Goodness Growth is required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. These reporting obligations extend only to our “named executive officers”, who, under the rules for a “smaller reporting company,” are the individuals who: (1) served as our principal executive officer; (2) our two most highly compensated executive officers other than the principal executive officer; and (3) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as one of our executive officers at the end of our last completed fiscal year (collectively, the “
named executive officers
” or “
NEOs
”).
The Board is authorized to review and approve annually all compensation decisions relating to the executive officers of Goodness Growth. In accordance with reduced disclosure rules applicable to emerging growth companies as set forth in Item 402 of Regulation S-K, this section explains how Goodness Growth’s compensation program is structured for its named executive officers.
For 2023, our named executive officers were Dr. Kyle E. Kingsley (former chief executive officer), Joshua N. Rosen (in his capacity as interim chief executive officer and interim chief financial officer), Amber Shimpa (President and corporate secretary), Patrick Peters (executive vice president of retail), John Heller (former chief financial officer), and J. Michael Schroeder (former General Counsel and Chief of Compliance).
Compensation Governance
The Board has not adopted any formal policies or procedures to determine the compensation of our directors or executive officers. The compensation of the directors and executive officers making over $200,000 per year is determined by the Board, based on the recommendations of the Compensation Committee. Recommendations of the Compensation Committee are made giving consideration to the objectives discussed below and, if applicable, considering applicable industry data.
For details regarding the role and composition of the Compensation Committee, see “
Board of Directors, Committees, and Governance
– Committees of Our Board of Directors”. For details regarding the experience of the members of the Compensation Committee, see “
Directors and Executive Officers
” and “
Board of Directors, Committees, and Governance
.”
The role and responsibility of the Compensation Committee is to assist the Board in fulfilling its responsibilities for establishing compensation philosophy and guidelines. Additionally, the Compensation Committee has responsibility for recommending to the Board compensation levels for directors, recommending compensation levels, perquisites and supplemental benefits for the executive officers. In addition, the Compensation Committee is charged with reviewing Goodness Growth’s equity incentive plans, including the 2019 Incentive Plan (each as defined below), and proposing changes thereto and recommending any other employee benefit plans, incentive awards and perquisites with respect to the directors and executive officers. The Compensation Committee is responsible for approving any equity or incentive awards under the 2019 Incentive Plan. The Compensation Committee is also responsible for reviewing, approving and reporting to the Board annually (or more frequently as required) on our succession plans for our executive officers, and for overseeing our Board annual self-evaluation process.
The Compensation Committee endeavors to ensure that the philosophy and operation of our compensation program reinforces our culture and values, creates a balance between risk and reward, attracts, motivates and retains executive officers over the long-term and aligns their interests with those of our shareholders. In addition, the Compensation Committee reviews our annual disclosure regarding executive compensation for inclusion where appropriate in our disclosure documents.
Elements of Compensation
Base Salary
Base salary is the fixed portion of each executive officer’s total compensation. It is designed to provide income certainty. In determining the base level of compensation for the executive officers, weight is placed on the following
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factors: the particular responsibilities related to the position, salaries or fees paid by companies of similar size in the industry, level of experience of the executive, and overall performance and the time which the executive officer is required to devote to Goodness Growth in fulfilling his or her responsibilities.
Long-Term Equity Incentive Awards
Long-term incentives are intended to align the interests of Goodness Growth’s directors and executive officers with those of the shareholders and to provide a long-term incentive that rewards these parties for their contribution to the creation of shareholder value. In establishing the number of Goodness Options, stock appreciation rights (“
SARs
”), restricted stock (“
Goodness RS Awards
”) and Goodness RSUs to be granted, if any, reference is made to the recommendations made by the Compensation Committee as well as, from time to time, the number of similar awards granted to officers and directors of other publicly- traded companies of similar size, in the same business as Goodness Growth. The Compensation Committee and the Board also consider previous grants of Goodness Options and the overall number of Goodness Options that are outstanding relative to the number of outstanding securities in determining whether to make any new grants of Goodness Options, SARs, Goodness RS Awards or Goodness RSUs and the size and terms of any such grants. With respect to executive officers, the Compensation Committee and the Board also consider the level of effort, time, responsibility, ability, experience, and level of commitment of the executive officer in determining the level of long-term equity incentive awards.
Hedging Policy
At this time, Goodness Growth does not have a hedging policy.
TABLE OF CONTENTS
Summary Compensation Table
The following table sets forth all compensation paid to or earned by the NEOs during the financial years 2023 and 2022.
|
Name and Principal Position
|
|
|
Year
|
|
|
|
|
|
Option
|
|
Stock
|
|
All Other
|
|
|
Dr. Kyle E. Kingsley
Former Chief Executive Officer
(2)
and Executive Chair of the Board
|
|
2023
|
|
|
275,000
|
|
|
682,256
|
|
|
—
|
|
|
176
|
|
|
957,432
|
|
|
|
2022
|
|
|
360,000
|
|
|
558,435
|
|
|
672,430
|
|
|
176
|
|
|
1,591,041
|
Joshua N. Rosen
Chief Executive Officer and Interim Chief Financial Officer
(3)
|
|
2023
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
300,176
|
|
|
|
2022
|
|
|
11,538
|
|
|
528,093
|
|
|
49,202
|
|
|
65,791
(9)
|
|
|
654,624
|
John A. Heller
Former Chief Financial Officer
(
4
)
|
|
2023
|
|
|
340,000
|
|
|
215,035
|
|
|
—
|
|
|
176
|
|
|
555,211
|
|
|
|
2022
|
|
|
300,000
|
|
|
269,687
|
|
|
305,650
|
|
|
176
|
|
|
875,513
|
Amber Shimpa
President and Corporate Secretary
|
|
2023
|
|
|
260,000
|
|
|
164,061
|
|
|
—
|
|
|
176
|
|
|
424,237
|
|
|
|
2022
|
|
|
260,000
|
|
|
233,729
|
|
|
264,897
|
|
|
176
|
|
|
758,802
|
J. Michael Schroeder
Former General Counsel and Chief Compliance Officer
(
5
)(
8
)
|
|
2023
|
|
|
250,000
|
|
|
87,861
|
|
|
—
|
|
|
176
|
|
|
338,037
|
|
Patrick Peters
Executive Vice President of Retail
(
8
)
|
|
2023
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
200,176
|
|
|
(1)
|
Consists of life insurance premiums paid on the executive’s behalf.
|
|
(2)
|
Dr. Kingsley resigned from the position of Chief Executive Officer on February 14, 2023.
|
|
(3)
|
Mr. Rosen was appointed Chief Executive Officer on May 1, 2024 and Interim Chief Financial Officer on February 14, 2023. Mr. Rosen served as Interim Chief Executive Officer from February 14, 2023 until his appointment to Chief Executive Officer.
|
|
(4)
|
Mr. Heller was Goodness Growth’s Chief Financial Officer until September 26, 2023.
|
|
(5)
|
Mr. Schroeder was Goodness Growth’s General Counsel and Chief Compliance Officer until December 15, 2023.
|
|
(6)
|
The amounts reported in the Option Awards column reflects aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO. The assumptions used in calculating the valuations are set forth in Note 17 to the Goodness Growth Audited Financial Statements in the Goodness Growth Annual Report. At December 31, 2023 the NEOs had the following Goodness Options outstanding: Mr. Kingsley held 5,545,763 vested Goodness Options, 356,263 unvested Goodness Options which vest ratably at each quarter end until fully vested on March 31, 2026, and 503,552 unvested Goodness Options which vest ratably at each quarter end until fully vested on December 31, 2026; Mr. Heller held 1,422,899 vested Goodness Options and 0 unvested Goodness Options; Ms. Shimpa held 3,099,946 vested Goodness Options, 140,346 unvested Goodness Options which vest ratably at each quarter end until fully vested on March 31, 2026, 240,963 unvested Goodness Options which vest ratably at each quarter end until fully vested on December 31, 2026, and 750,000 unvested Goodness Options of which 150,000 vest on December 31, 2024, and the remainder vest ratably at each quarter end until fully vested on December 31, 2027; Mr. Rosen held 2,079,468 vested Goodness Options and 39,985 unvested Goodness Options which fully vest on March 31, 2024; Mr. Schroeder held 1,532,359 vested Goodness Options and 0 unvested options; Mr. Peters held 583,214 vested Goodness Options, 125,000 unvested Goodness Options which vest ratably at each quarter end until fully vested on December 31, 2023, 107,959 unvested Goodness Options which vest ratably at each quarter end until fully vested on March 31, 2026, and 185,349 unvested Goodness Options which vest ratably until fully vested on December 31, 2026.
|
|
(7)
|
The amounts reported in the Stock Awards column reflects aggregate grant date fair value of RSUs computed in accordance with ASC Topic 718, Compensation—Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO. The assumptions used in calculating the valuations are set forth in Note 17 to the Goodness Growth Audited Financial Statements in the Goodness Growth Annual Report. At December 31, 2023 the NEOs had the following Goodness RSUs outstanding: Mr. Kingsley held 313,294 vested Goodness RSUs and 175,139 unvested RSUs that vest in two installments on the anniversaries of the grant date, March 15, 2022, and 452,709 unvested RSUs that vest in two installments on the anniversaries of the grant date, December 14, 2022; Mr. Heller held 39,804 vested Goodness RSUs; Ms. Shimpa held 123,667 vested Goodness RSUs and 68,994 unvested RSUs that vest in two installments on the anniversaries of the grant date, March 15, 2022, and 178,340 unvested RSUs that vest in two installments on the anniversaries of the grant date, December 14, 2022; Mr. Rosen held 27,612 vested Goodness RSUs and 11,043 unvested RSUs that vest in two installments on the anniversaries of the grant date, March 15, 2022, and 44,181 unvested RSUs that vest in two installments on the anniversaries of the grant date, December 14, 2022; Mr. Schroeder held 118,911 vested Goodness RSUs; Mr. Peters held 95,129 vested Goodness RSUs and 53,073 unvested RSUs that vest in two installments on the anniversaries of the grant date, March 15, 2022, and 137,185 unvested RSUs that vest in two installments on the anniversaries of the grant date, December 14, 2022.
|
|
(8)
|
Messrs. Schroeder and Peters were not named executive officers for 2022
|
|
(9)
|
Reflects director fees paid to Mr. Rosen for his services as a Director of the Company before becoming an employee.
|
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Employment Agreements
Joshua N. Rosen:
On December 4, 2022, Joshua N. Rosen entered into an employment agreement with Goodness Growth, whereby Goodness Growth agreed to employ Mr. Rosen as its Interim President (the “
Rosen President Employment Agreement
”). The initial term of the agreement was for one year, or until December 4, 2023, subject to termination on an earlier date in accordance with the terms of the employment agreement, or unless either party gives written notice of termination in accordance the terms of the employment agreement. Pursuant to Mr. Rosen’s agreement, Goodness Growth agreed to pay Mr. Rosen an annual base salary of $300,000, with a potential annual cash bonus at the discretion and in an amount determined by the board of directors of Vireo Health, Inc., and a grant of equity compensation consisting of stock options to purchase 2,000,000 Subordinate Voting Shares. On February 12, 2023, Mr. Rosen and Goodness Growth entered into an amendment to the employment agreement in which he was promoted to Interim Chief Executive Officer of Goodness Growth. In connection with Mr. Rosen’s appointment as Chief Executive Officer on May 1, 2024, Mr. Rosen entered into an employment agreement with Goodness Growth, effective January 1, 2024 (the “
Rosen CEO Employment Agreement
”). The Rosen CEO Employment Agreement provides for Mr. Rosen’s appointment to the position of Chief Executive Officer of Goodness Growth and for him to continue as the Interim Chief Financial Officer until Goodness Growth hires a Chief Financial Officer. Mr. Rosen’s base salary under the Rosen CEO Employment Agreement will remain at $300,000, subject to review and adjustment by the Board from time to time. Pursuant to the agreement, Mr. Rosen may also be eligible to earn an annual cash bonus as determined by the Board in its discretion and, subject to the approval of the Compensation Committee, additional equity grants made at Goodness Growth’s discretion. Mr. Rosen will also receive quarterly awards of RSUs representing shares of Subordinate Voting Shares (“
Quarterly Equity Awards
”), the number of which will be determined by dividing $50,000 by the closing price of the Subordinate Voting Shares on the most recent date prior to the date of grant. The RSUs will be granted under the Vireo Health International 2019 Equity Incentive Plan, as amended (the “
2019 Plan
”), and the RSUs will become vested upon the first to occur of (i) December 31, 2026 (subject to Mr. Rosen’s continued employment through that date), (ii) termination of Mr. Rosen’s employment other than for Cause (as defined in the Rosen CEO Employment Agreement) or (iii) Mr. Rosen’s resignation from employment for Good Reason (as defined in the Rosen CEO Employment Agreement). Mr. Rosen will also be entitled to receive certain transaction related compensation in the event Goodness Growth disposes of its New York operations, assets and liability in a transaction that is approved by the Board and that is closed no later than the end of calendar year 2024 (the “
NY Disposition
”). Specifically, upon completion of the NY Disposition, should such occur, Goodness Growth must pay Mr. Rosen (i) subject to the approval of the Compensation Committee, a grant of one million (1,000,000) RSUs representing the potential to receive 1,000,000 shares of Subordinate Voting Shares granted pursuant to the terms of the 2019 Plan, subject to the terms of the 2019 Plan, and with the same vesting conditions as Mr. Rosen’s Quarterly Equity Awards; and (ii) a bonus payment in the gross amount of $200,000 (the “
Cash Bonus
”), provided, however, that in the Company’s sole discretion, and subject to approval of the Compensation Committee, all or a portion of the Cash Bonus may be substituted with additional RSUs, with such RSUs having value equal to 150% of the portion of the Cash Bonus converted to RSUs. Mr. Rosen is also entitled to receive certain payments upon termination of his employment subject to the terms and conditions of the Rosen CEO Employment Agreement. The Rosen CEO Employment Agreement also provides that if Mr. Rosen is able to negotiate what the Board determines, at its sole and absolute discretion, to be a successful workout of the arrangements with Goodness Growth’s lender, Chicago Atlantic, prior to 2025, that does not involve a substantial dilution of the equity interest of existing Shareholders, Goodness Growth may issue Mr. Rosen stock options to purchase up to 500,000 Subordinate Voting Shares, subject to terms and conditions the Compensation Committee deems appropriate, including the vesting schedule and expiration date of such stock options. Mr. Rosen will also be entitled to participate in the retirement plans, health plans and all other employee benefits made available by Goodness Growth.
Dr. Kyle Kingsley:
On December 28, 2020, Dr. Kingsley entered into an employment agreement with Goodness Growth, whereby Goodness Growth agreed to continue to employ Dr. Kingsley as Goodness Growth’s Chief Executive Officer. The initial term of the agreement is for two years, but automatically extends for a one-year term on each succeeding one-year anniversary of the effective date of the agreement, subject to termination on an earlier date in accordance with the terms of their employment agreement, or unless either party gives written notice of non-renewal to the other party at least 180 days prior to automatic extension. Pursuant to Dr. Kingsley’s agreement, Goodness Growth has agreed to pay Dr. Kingsley an annual base salary of $360,000, with a potential annual cash bonus at Goodness Growth’s discretion in an amount determined by the Board. On February 2, 2022, Dr. Kingsley and Goodness Growth entered into an amendment to the employment agreement, which provided that (i) he will receive a retention bonus equal to 100% of his annual base salary on the closing date of a change in control
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transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause (as defined in the employment agreement) or by him without good reason (as defined in the employment agreement), (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause or by him without good reason, and (iii) amended the severance payment rights upon termination of employment after a change in control (as defined in his employment agreement) such that if his employment is terminated by Goodness Growth without cause (as defined in his employment agreement) or by him for good reason (as defined in his employment agreement) during the twelve months following a change in control (as defined in his employment agreement), he will receive a lump sum payment equal to 200% of his annual base salary in place at the time. On February 12, 2023, Dr. Kingsley and Goodness Growth entered into a Third Amendment to the employment agreement which (i) provided for Dr. Kingsley’s resignation as Chief Executive Officer and his appointment to the role of Executive Chairman of Goodness Growth, (ii) lowered his annual base compensation to $260,000 per year, notwithstanding anything to the contrary in his employment agreement, and (iii) provides that all calculations of payments due to Dr. Kingsley as a result of a future separation of his employment shall be made as if his base salary were $360,000 per year. All other terms of Dr. Kingsley’s employment agreement, as previously amended, remained in effect.
John A. Heller:
On December 1, 2020, John A. Heller entered into an employment agreement with Goodness Growth, whereby Goodness Growth agreed to continue to employ Mr. Heller as Goodness Growth’s Chief Financial Officer. The initial term of the agreement was for two years, but automatically extends for a one-year term on each succeeding one-year anniversary of the effective date of the agreement, subject to termination on an earlier date in accordance with the terms of their employment agreement, or unless either party gives written notice of non-renewal to the other party at least 180 days prior to automatic extension. Pursuant to Mr. Heller’s agreement, Goodness Growth has agreed to pay Mr. Heller an annual base salary of $300,000, with a potential annual cash bonus at Goodness Growth’s discretion in an amount determined by Goodness Growth’s Chief Executive Officer. On February 2, 2022, Mr. Heller and Goodness Growth entered into the first amendment to the employment agreement, which provided that (i) he will receive a retention bonus equal to 50% of his annual base salary on the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause (as defined in the employment agreement) or by him without good reason (as defined in the employment agreement), and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause or by him without good reason. Subsequently, on December 14, 2022, Mr. Heller and Goodness Growth entered into the second amendment to the employment agreement, which provided for the grant of equity compensation consisting of (i) stock options to purchase 370,712 Subordinate Voting Shares and (ii) 308,665 RSUs, each which represent the right to receive one Subordinate Voting Share.
Patrick Peters
: On December 1, 2020, we entered into an employment agreement with Patrick Peters, in which he agreed to serve as Goodness Growth’s Executive Vice President, Retail for an initial term of two years (the “
Peters Employment Agreement
”). Pursuant to the agreement, Mr. Peters received an annual base salary of $200,000, with a potential annual cash bonus at our Chief Executive Officer's discretion and in an amount determined by our Chief Executive Officer. The Peters Employment Agreement contains the same post-termination rights and benefits as our NEOs, which are described below under “
Termination and Change in Control Benefits
.” We entered into both the first and second amendments to the Peters Employment Agreement on February 2, 2022 (collectively, the “
Amended Peters Employment Agreement
”). Mr. Peters and Goodness Growth entered into an amendment to the employment agreement, which provided that (i) he will receive a retention bonus equal to 50% of his annual base salary on the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause (as defined in the employment agreement) or by him without good reason (as defined in the employment agreement), and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause or by him without good reason. The Amended Peters Employment Agreement also provided a grant of stock options to purchase 247,141 Subordinate Voting Shares and a grant of 205,777 restricted stock units, each of which represents the right to receive one Subordinate Voting Share.
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Amber Shimpa
: We entered into an employment agreement with Ms. Shimpa effective December 1, 2020 (the “
Shimpa Employment Agreement
”) with a two-year term, pursuant to which she receives an annual base salary of $260,000, with a potential annual cash bonus at the Company’s discretion in an amount determined by our Chief Executive Officer. The Shimpa Employment Agreement contains the same post-termination rights and benefits as our NEOs, which are described below under “
Termination and Change in Control Benefits
.” We entered into the first, second, third and fourth amendments to the Shimpa Employment Agreement on February 2, 2022, December 14, 2022, February 12, 2023 and December 21, 2023, respectively (collectively, the “
Amended Shimpa Employment Agreement
”). The Amended Shimpa Employment Agreement, among other things, revised certain termination benefits, provided the terms of equity compensation grants, appointed her President of Goodness Growth and Chief Executive Officer of Vireo, and provided a grant of stock options to purchase 750,000 Subordinate Voting Shares and terms thereof, and a $25,000 cash bonus. As an executive officer, her compensation is reviewed, determined, and approved by the Compensation Committee.
Michael Schroeder
: We entered into an employment agreement with Mr. Schroeder effective December 1, 2020 (the “
Schroeder Employment Agreement
”) with a two-year term, pursuant to which she receives an annual base salary of $307,500, with a potential annual cash bonus at the Company’s discretion in an amount determined by our Chief Executive Officer. The Schroeder Employment Agreement contains the same post-termination rights and benefits as our NEOs, which are described below under “
Termination and Change in Control Benefits
.” On February 2, 2022, Mr. Schroeder and Goodness Growth entered into the first amendment to the employment agreement, which provided that (i) he will receive a retention bonus equal to 50% of his annual base salary on the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause (as defined in the employment agreement) or by him without good reason (as defined in the employment agreement), and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, provided he is either still employed by Goodness Growth on such date or any termination of his employment prior thereto was not by Goodness Growth for cause or by him without good reason. On July 14, 2022, Mr. Schroeder and Goodness Growth entered into the second amendment to the employment agreement which provided for the grant of equity compensation consisting of (i) stock options to purchase 308,927 Subordinate Voting Shares and (ii) a grant of 257,221 restricted stock units, each of which represent the right to receive on Subordinate Voting Share. On June 7, 2023, Mr. Schroeder and Goodness Growth entered into the third amendment to the employment agreement which provided for the grant of equity compensation consisting of (i) stock options to purchase 400,000 Subordinate Voting Shares and (ii) stock options to purchase 239,907 Subordinate Voting Shares, each which represent the right to receive one Subordinate Voting Share and on the terms and vesting schedule defined in the second amendment.
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table provides information about outstanding equity awards for the NEOs as of December 31, 2023.
|
Name
|
|
|
Number of
Securities
Underlying
Unexercised
Options
|
|
Number of
Securities
Underlying
Unexercised
Options
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
|
|
Option
Exercise
|
|
|
|
Dr. Kyle E. Kingsley
|
|
|
277,092
|
|
|
356,263
(1)
|
|
|
—
|
|
|
$1.7700
|
|
|
March 14, 2032
|
|
|
|
|
167,850
|
|
|
503,552
(2)
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
5,100,821
|
|
|
—
|
|
|
—
|
|
|
0.3300
|
|
|
May 1, 2028
|
|
|
|
|
262,708
|
|
|
—
(3)
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
679,064
|
|
|
—
(4)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Joshua N. Rosen
|
|
|
39,985
|
|
|
—
|
|
|
—
|
|
|
$1.7700
|
|
|
March 14, 2032
|
|
|
|
|
79,468
|
|
|
—
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
—
|
|
|
16,565
(3)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
|
|
—
|
|
|
66,272
(4)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
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|
Name
|
|
|
Number of
Securities
Underlying
Unexercised
Options
|
|
Number of
Securities
Underlying
Unexercised
Options
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
|
|
Option
Exercise
|
|
|
|
John A. Heller
|
|
|
1,422,899
|
|
|
—
|
|
|
—
|
|
|
$0.1757
|
|
|
June 6, 2033
|
|
|
|
|
—
|
|
|
39,804
(3)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Amber Shimpa
|
|
|
1,050,168
|
|
|
—
|
|
|
—
|
|
|
$0.1900
|
|
|
January 2, 2028
|
|
|
|
|
1,860,300
|
|
|
—
|
|
|
—
|
|
|
0.3300
|
|
|
May 1, 2028
|
|
|
|
|
109,157
|
|
|
140,346
(1)
|
|
|
—
|
|
|
1.7700
|
|
|
March 14, 2032
|
|
|
|
|
80,321
|
|
|
240,963
(2)
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
—
|
|
|
750,000
(5)
|
|
|
—
|
|
|
0.2500
|
|
|
December 20, 2033
|
|
|
|
|
—
|
|
|
103,491
(3)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
|
|
—
|
|
|
267,510
(4)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
J. Michael Schroeder
|
|
|
1,050,168
|
|
|
—
|
|
|
—
|
|
|
$0.3300
|
|
|
December 21, 2028
|
|
|
|
|
77,231
|
|
|
—
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
404,960
|
|
|
—
|
|
|
—
|
|
|
0.1757
|
|
|
June 6, 2033
|
|
|
|
|
—
|
|
|
33,170
(3)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
|
|
—
|
|
|
85,740
(4)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Patrick Peters
|
|
|
62,465
|
|
|
—
|
|
|
—
|
|
|
$1.1300
|
|
|
November 19, 2029
|
|
|
|
|
375,000
|
|
|
125,000
(6)
|
|
|
—
|
|
|
1.1900
|
|
|
November 29, 2030
|
|
|
|
|
83,967
|
|
|
107,959
(1)
|
|
|
—
|
|
|
1.7700
|
|
|
March 14, 2032
|
|
|
|
|
61,782
|
|
|
185,349
(2)
|
|
|
—
|
|
|
0.3000
|
|
|
December 14, 2032
|
|
|
|
|
—
|
|
|
79,609
(3)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
|
|
—
|
|
|
205,777
(4)
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
(1)
|
Goodness Options vest quarterly in equal amounts, with the final tranche vesting on March 31, 2026.
|
|
(2)
|
Goodness Options that vest quarterly in equal amounts, with the final tranche vesting on December 31, 2026.
|
|
(3)
|
Goodness RSUs that settle on the third anniversary of the grant date March 15, 2022.
|
|
(4)
|
Goodness RSUs that settle on the third anniversary of the grant date December 14, 2022.
|
|
(5)
|
25% of these Goodness Options vest on December 31, 2024, and the remainder will vest ratably on the last day of each calendar quarter until fully vested on December 31, 2027.
|
|
(6)
|
Goodness Options that vest quarterly in equal amounts, with the final tranche vesting on December 31, 2024.
|
Retirement Benefit Plans
Goodness Growth did not offer any retirement benefit plans to executives in 2023.
Termination and Change in Control Benefits
Employment Agreements
As described in more detail above, Goodness Growth entered into employment agreements with Dr. Kingsley, Mr. Rosen, Ms. Shimpa and Mr. Peters. The following describes the benefits to which each of these executives is entitled under his employment agreement upon certain events. Under their respective agreements, none of the NEOs is eligible for any post-termination benefits in the event of termination for cause or without good reason or due to his retirement, death, or disability.
Upon a termination without Cause or for Good Reason before any Change in Control (each as defined below), the NEO (including Mr. Rosen under the Rosen President Employment Agreement) would be entitled to: (i) severance equal to 50% (200% with respect to Dr. Kingsley) of his annualized base salary payable in equal installments over
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the 12 month period following termination and (ii) continued participation in Goodness Growth’s health insurance, with Goodness Growth paying the portion of the premiums it would pay if he or she were still an employee, through the earliest of: 6 months after termination, the date he or she becomes eligible for group health insurance from another employer, or the date he or she is no longer eligible to continue participating in Goodness Growth’s group health plan under applicable law. Under the Rosen CEO Employment Agreement, upon a termination without Cause or for Good Reason before any Change in Control, Mr. Rosen would be entitled to: (i) severance in the form of salary continuation at the rate of his base salary payable prior to his termination for a period of 6 months following termination and (ii) continued participation in Goodness Growth’s health insurance, with Goodness Growth paying the portion of the premiums in excess of the contribution Mr. Rosen would have been required to make for such coverage if he were still an employee, through the earliest of: 6 months after termination, the date he becomes eligible for group health insurance from another employer, or the date he is no longer eligible to continue participating in Goodness Growth’s group health plan under applicable law.
Upon a termination without Cause or for Good Reason within 12 months after a Change in Control, the NEO (including Mr. Rosen under the Rosen President Employment Agreement) would be entitled to: (i) severance equal to 50% of his or her annualized base salary payable in a lump sum, (ii) continued participation in Goodness Growth’s health insurance, with Goodness Growth paying the portion of the premiums it would pay if he or she were still an employee, through the earliest of: 12 months after termination, the date he or she becomes eligible for group health insurance from another employer, or the date he or she is no longer eligible to continue participating in Goodness Growth’s group health plan under applicable law, and (iii) up to $10,000 for outplacement services within 12 months of termination. Under the Rosen CEO Employment Agreement, upon a termination without Cause or for Good Reason within 12 months after a Change in Control, Mr. Rosen would be entitled to: (i) severance pay in the form of salary continuation at the rate of his base salary payable prior to his termination for a period of 12 months following termination and (ii) continued participation in Goodness Growth’s health insurance, with Goodness Growth paying the portion of the premiums in excess of the contribution Mr. Rosen would have been required to make for such coverage if he were still an employee, through the earliest of: 12 months after termination, the date he becomes eligible for group health insurance from another employer, or the date he is no longer eligible to continue participating in Goodness Growth’s group health plan under applicable law.
If the NEO’s employment is terminated without Cause or for Good Reason, and a Change in Control occurs (i) within 6 months after his or her termination date or (ii) within 1 year after his or her termination date, pursuant to an agreement executed within 60 days after his or her termination date, he or she (including Mr. Rosen under the Rose President Employment Agreement) is entitled to an additional cash payment equal to 50% of his or her annualized base salary in a lump sum payment no later than 10 days after the Change in Control. The Rosen CEO Employment Agreement contains no comparable provision.
In addition, pursuant to their employment agreements (including the Rosen President Employment Agreement) or amendments to their employment agreements, (i) each NEO will receive a cash retention bonus equal to 50% (100% in the case of Dr. Kingsley) of his annual base salary on the closing date of a change in control transaction, provided he or she is either still employed by Goodness Growth on such date or any termination of his or her employment prior thereto was not by Goodness Growth for cause (as defined in the employment agreements) or by him or her without good reason (as defined in the employment agreements), and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction. In addition, Dr. Kingsley’s amended employment agreement provides that his severance payment rights upon termination of employment after a change in control (as defined in his employment agreement) such that if his employment is terminated by Goodness Growth without cause (as defined in his employment agreement) or by him for good reason (as defined in his employment agreement) during the twelve months following a change in control (as defined in his employment agreement), he will receive a lump sum cash payment equal to 200% of his annual base salary in place at the time. The Rosen CEO Employment Agreement contains no comparable provisions.
For purposes of the employment agreements, “
Cause
” means (a) the employee’s material failure to perform his job duties competently as reasonably determined by the Board, which is not cured within 15 days of notice; (b) gross misconduct by the employee which the Board reasonably determines is (or will be if continued) demonstrably and materially damaging to Goodness Growth; (c) fraud, misappropriation, or embezzlement by the employee; (d) an act or acts of dishonesty by the employee and intended to result in gain or personal enrichment of the employee at the expense of Goodness Growth; (e) the employee’s conviction of or plea of nolo contendere to a felony regardless of whether involving Goodness Growth and whether or not committed during the course of his employment, other than
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with respect to any criminal penalties related to the illegality of possessing or using Marijuana under the Controlled Substance Act, 21 U.S.C. Section 812(b); (f) his violation of Goodness Growth’s Code of Conduct, Employee Handbook or other material written policy, as reasonably determined by the Board, which is not cured within 15 days of notice; or (g) the employee’s material breach of his employment agreement or the Restrictive Covenants Agreement.
For purposes of the employment agreements, “
Good Reason
” means the initial occurrence of any of the following events without the employee’s consent: (a) a material diminution in the employee’s responsibilities, authority or duties or a change in his title; (b) a material diminution in the employee’s salary, other than a general reduction in base salaries that affects all similarly situated Goodness Growth employees in substantially the same proportions; (c) a relocation of the employee’s principal place of employment to a location more than 50 miles from Goodness Growth’s headquarters in Minneapolis, Minnesota; or (d) the material breach of his employment agreement by Goodness Growth; provided, however, that “
Good Reason
” does not exist unless the employee first provides written notice to Goodness Growth within 30 days of the condition’s occurrence, such occurrence is not cured by Goodness Growth within 30 days of receipt of such notice, and the employee’s termination date occurs within 90 days of the initial occurrence of the condition.
For purposes of the employment agreements and the equity incentive plans, “
Change in Control
” means the occurrence of any of the following events:
|
(i)
|
Change in Ownership of Goodness Growth. A change in the ownership of Goodness Growth which occurs on the date that any one person, or more than one person acting as a group (“
Person
”), acquires ownership of the stock of Goodness Growth that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of Goodness Growth, except that any change in the ownership of the stock of Goodness Growth as a result of a private financing of Goodness Growth that is approved by the Board will not be considered a Change in Control.
|
|
(ii)
|
Change in Effective Control of Goodness Growth. If Goodness Growth has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of Goodness Growth which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of Goodness Growth, the acquisition of additional control of Goodness Growth by the same Person will not be considered a Change in Control.
|
|
(iii)
|
Change in Ownership of a Substantial Portion of Goodness Growth’s Assets. A change in the ownership of a substantial portion of Goodness Growth’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Goodness Growth that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of Goodness Growth immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of Goodness Growth, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
|
|
(iv)
|
Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with Goodness Growth.
|
|
(v)
|
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
|
|
(vi)
|
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (A) its sole purpose is to change the jurisdiction of Goodness Growth’s incorporation, or (B) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Goodness Growth’s securities immediately before such transaction.
|
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Equity Incentive Plan
Death or Disability
In the event of the termination of a participant’s employment due to death or disability, the participant’s vested Goodness Options will remain exercisable for six months after the termination date and unvested Goodness Options will be terminated. Goodness Options unexercised during that time period will be terminated.
Change in Control
In the event of a merger of Goodness Growth with or into another corporation or other entity or a Change in Control (as defined above), each outstanding award will be treated as the administrator determines (subject to the provisions of the following paragraph) without a participant’s consent, including, without limitation, that (A) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (B) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (C) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (D) (I) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by Goodness Growth without payment), or (II) the replacement of such award with other rights or property selected by the administrator in its sole discretion; or (E) any combination of the foregoing. In taking any of the foregoing actions, the administrator does not have to treat all awards, all awards held by a participant, or all awards of the same type, similarly.
In the event that the successor corporation does not assume or substitute for the award (or portion thereof), the participant will fully vest in and have the right to exercise all of his or her outstanding Goodness Options, including those not otherwise vested or exercisable, and the Goodness Options will be exercisable for a period of time determined by the administrator.
An award will be considered assumed if, following the merger or Change in Control, the award confers the right to purchase or receive, for each Goodness Share subject to the award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Subordinate Voting Shares for each Goodness Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Goodness Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common shares of the successor corporation or its parent, the administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of a Goodness Option for each Goodness Share subject to such award, to be solely common shares of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Subordinate Voting Shares in the merger or Change in Control.
Notwithstanding the language in the equity plans, pursuant to the aforementioned employment agreements (including the Rosen President Employment Agreement, but not including the Rosen CEO Employment Agreement), previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction.
Other Termination
For any other termination of employment, vested Goodness Options remain exercisable for 30 days after the termination date and any unvested Goodness Options and vested Goodness Options not exercised during this time period will be terminated.
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PROPOSAL NO. 3: APPROVAL OF 2019 INCENTIVE PLAN
The Vireo Health International Inc. 2019 Equity Incentive Plan (the "
2019 Incentive Plan
") was approved by the shareholders of Darien Business Development Corp., predecessor to Goodness Growth, at a special meeting of shareholders held on March 8, 2019 and was adopted and approved by the Board on March 18, 2019 upon the consummation of the reverse-takeover business combination with Vireo Health, Inc. The 2019 Incentive Plan permits the grant of: (i) Goodness Options, including nonstatutory stock options ("
NSOs
") and incentive stock options ("
ISOs
"), (ii) restricted stock awards, (iii) restricted stock units ("
RSUs
"), and (iv) stock appreciation rights ("
SARs
"), (which are referred to herein collectively as "
Awards
"). A summary of the 2019 Incentive Plan including a description of the Awards is set out under the heading "
Security Based Compensation Arrangements
" below; please refer to the information under such heading regarding the principal features of the 2019 Incentive Plan and additional information regarding Goodness Growth’s equity compensation plans and arrangements. A copy of the 2019 Incentive Plan is appended hereto as Schedule "B"; the description of the 2019 Incentive Plan is only a summary and is qualified by reference to the actual text of the plan.
The maximum aggregate number of Subordinate Voting Shares that may be issued under the 2019 Incentive Plan is 10% of the aggregate number of Subordinate Voting Shares outstanding from time to time (whereby the Multiple Voting Shares are calculated on an as-converted to Subordinate Voting Share basis). As of the Record Date, Goodness Growth had 111,041,230 Subordinate Voting Shares outstanding and 320,851 Multiple Voting Shares outstanding. As of the Record Date, Goodness Growth had 29,945,511 unexercised Goodness Options, 2,543,011 RSUs outstanding, and an aggregate of 4,699,767 Subordinate Voting Shares remained available for issuance under the 2019 Incentive Plan, and the per share closing price on the CSE for the Subordinate Voting Shares on that date was C$0.73, or $0.53 converted to United States dollars.
The CSE requires that every three years after the institution by an issuer of a security-based compensation arrangement that does not have a fixed maximum number of securities issuable, such as the 2019 Incentive Plan, all unallocated rights, options or other entitlements under such arrangement must be approved by a majority of the issuer's directors and by the issuer's shareholders. Accordingly, in accordance with the requirements of the CSE, Shareholders are being asked at the Meeting to consider and, if thought appropriate, to pass an ordinary resolution to approve the 2019 Incentive Plan and the unallocated Awards under the 2019 Incentive Plan.
Goodness Growth was required to seek Shareholder re-approval for the 2019 Incentive Plan at the annual general meeting of shareholders in 2022, however, such approvals were delayed in anticipation of the proposed business combination transaction with Verano Cannabis Corp. ("
Verano
") pursuant to the arrangement agreement dated January 31, 2022, as amended on June 22, 2022, between Goodness Growth and Verano, which agreement was repudiated by Verano on October 14, 2022.
If the resolution is not passed, no further Awards will be granted (including new Awards to be granted after already outstanding Awards are cancelled, terminated or exercised) until we subsequently obtain shareholder approval. Outstanding Awards will not be affected.
At the Meeting, Shareholders will be asked to pass the following resolutions (collectively the
"2019 Incentive Plan Resolution"
):
2019 Incentive Plan Resolution
|
1.
|
The Vireo Health International Inc. 2019 Equity Incentive Plan (the
"2019 Incentive Plan
") of Goodness Growth Holdings, Inc. (the "
Company"
) in substantially the form described in and appended to the management information circular and proxy statement of the Company dated May 10, 2024, be and the same is hereby ratified, confirmed and approved and shall thereafter continue and remain in effect until further ratification is required pursuant to the rules of the Canadian Securities Exchange (the “
CSE”
) or other applicable regulatory requirements.
|
|
2.
|
All unallocated awards to acquire subordinate voting shares of the Company (“
Shares
”), and all other rights or other entitlements available under the 2019 Incentive Plan, as further amended or supplemented from time to time, are hereby approved and authorized.
|
|
3.
|
The Company shall have the ability to continue granting awards under the 2019 Incentive Plan until May 30, 2027, or such other date that is three years from the date on which shareholder approval of unallocated awards under such 2019 Incentive Plan is obtained.
|
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|
4.
|
The board of directors of the Company is authorized and directed to make any changes to the 2019 Incentive Plan as may be required by the CSE or other regulatory authorities, without further approval by the shareholders of the Company.
|
|
5.
|
Any director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and to execute, deliver and file all such agreements, documents and instruments, and to do all such other acts and things, as such director or officer deems necessary or desirable to give effect to the forgoing resolutions.
|
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE 2019 INCENTIVE PLAN RESOLUTION.
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PROPOSAL NO. 4: RATIFICATION OF AWARDS GRANTED UNDER 2019 INCENTIVE PLAN
The 2019 Incentive Plan was approved by the shareholders of Darien Business Development Corp., predecessor to Goodness Growth, at a special meeting of shareholders held on March 8, 2019 and was adopted and approved by the Board on March 18, 2019 upon the consummation of the reverse-takeover business combination with Vireo Health, Inc. Since March 18, 2022, the third anniversary of the adoption of the 2019 Incentive Plan, 8,307,946 Goodness Options and 1,304,920 RSUs have been awarded to Participants under the 2019 Incentive Plan (the “
Interim Outstanding Awards
”).
If the resolution is not passed, the Interim Outstanding Awards will be cancelled and terminated. Outstanding Awards (other than the Interim Outstanding Awards) will not be affected.
At the Meeting, Shareholders will be asked to pass the following resolutions (collectively the
“Equity Award Ratification Resolution”
):
Equity Award Ratification Resolution
|
1.
|
The grant of all stock options to acquire Subordinate Voting Shares and all restricted stock units that have been awarded to Participants under the 2019 Incentive Plan since March 18, 2022 (collectively, the “
Interim Outstanding Awards
”) are hereby ratified, confirmed and approved.
|
|
2.
|
The board of directors of the Company is authorized and directed to make any changes to the 2019 Incentive Plan as may be required by the CSE or other regulatory authorities, without further approval by the shareholders of the Company.
|
|
3.
|
Any director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and to execute, deliver and file all such agreements, documents and instruments, and to do all such other acts and things, as such director or officer deems necessary or desirable to give effect to the forgoing resolutions.
|
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE EQUITY AWARD RATIFICATION RESOLUTION.
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SECURITY BASED COMPENSATION ARRANGEMENTS
Goodness Growth adopted the 2019 Incentive Plan effective March 18, 2019, permitting the grant of Awards, as more fully described below. In addition, from time to time, we may grant Goodness Options as incentives or compensation mechanisms for executives and directors pursuant to their employment agreements.
Shareholders are being asked at the Meeting to consider and, if thought appropriate, to pass the 2019 Incentive Plan Resolution in Proposal 3 and the Equity Award Ratification Resolution in Proposal 4. The discussion set out under the headings “
Equity Compensation Plan Information
” and “
Summary of Terms and Conditions of the 2019 Incentive Plan
” below includes important information regarding the principal features of the 2019 Incentive Plan and additional information regarding Goodness Growth’s equity compensation plans and arrangements.
Equity Compensation Plan Information
The following table sets out information as of December 31, 2023, with respect to outstanding security based compensation arrangements, including the 2019 Incentive Plan.
| | | | | | | | | | | 