Ascend Wellness Holdings Appoints New Directors, Adjusts Executive Pay

TL;DR

AWH adds two directors and revises CEO pay, effective March 26, 2024.

AI Summary

Ascend Wellness Holdings, Inc. announced on March 26, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Ms. Pamela G. Kenyon and Mr. Scott R. Runkle, to its Board, effective March 22, 2024. Additionally, the company entered into new employment agreements with certain executive officers, including a new employment agreement with its Chief Executive Officer, Mr. Daniel Catalano, which includes a base salary of $500,000 and potential for a 100% target bonus.

Why It Matters

The appointment of new directors and adjustments to executive compensation can signal strategic shifts or governance changes within the company, potentially impacting future performance and investor confidence.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts that may affect company strategy and performance.

Key Numbers

• 2 — New Directors Appointed (Enhancing board expertise and oversight.)
• $500,000 — CEO Base Salary (Reflects compensation adjustments for leadership.)
• 100% — CEO Target Bonus (Incentive structure for executive performance.)

Key Players & Entities

• Ascend Wellness Holdings, Inc. (company) — Registrant
• Pamela G. Kenyon (person) — Newly elected director
• Scott R. Runkle (person) — Newly elected director
• Daniel Catalano (person) — Chief Executive Officer
• $500,000 (dollar_amount) — CEO's new base salary
• 100% (dollar_amount) — CEO's target bonus percentage

FAQ

Key Financial Figures

• $200,000 — n will receive an annual base salary of $200,000. Additionally, the Kurtin Employment Ag
• $150,000 — icted stock unit ("RSU") award equal to $150,000, to vest in one-fourth increments quart
• $19,231 — (i) final compensation in the form of a $19,231 lump sum payment, representing base sal
• $3,300,000 — rmination compensation in the amount of $3,300,000, representing two times his 2023 base s
• $3.5 million — holder in Massachusetts providing up to $3.5 million of funding (the "Massachusetts Note").
• $450,000 — o will receive an annual base salary of $450,000 and an annual bonus of up to 100% of hi
• $100,000 — eligible to receive an annual bonus of $100,000 for the provision of senior advisory se
• $14,423 — (i) final compensation in the form of a $14,423 lump sum payment, representing base sal
• $2,475,000 — rmination compensation in the amount of $2,475,000, representing two times his 2023 base s

Filing Documents

• aawh-20240326.htm (8-K) — 32KB
• 0001756390-24-000001.txt ( ) — 152KB
• aawh-20240326.xsd (EX-101.SCH) — 2KB
• aawh-20240326_lab.xml (EX-101.LAB) — 20KB
• aawh-20240326_pre.xml (EX-101.PRE) — 12KB
• aawh-20240326_htm.xml (XML) — 3KB

From the Filing

aawh-20240326 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K __________________________ CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 __________________________ ASCEND WELLNESS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-254800 83-0602006 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1411 Broadway 16th Floor New York , NY 10018 (Address of principal executive offices) ( 646 ) 661-7600 (Registrant's telephone number, including area code) n/a (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below). Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed in further detail below, Ascend Wellness Holdings, Inc. (the "Company") has entered into updated compensation arrangements with certain of its employees. These arrangements were approved by the Company's board of directors (the "Board"), based on the recommendations of the compensation and corporate governance committee of the Board, and were designed to more closely align such employees' compensation with the Company's current compensation practices. Abner Kurtin Transition On March 29, 2024, the Company and Abner Kurtin entered into a new employment agreement, effective March 30, 2024, pursuant to which Mr. Kurtin will continue to serve as the Company's Executive Chairman (the "Kurtin Employment Agreement"). In connection with the Kurtin Employment Agreement, the parties terminated the employment agreement between the Company and Mr. Kurtin, dated March 22, 2021, as amended on September 27, 2022 (as amended, the "Prior Kurtin Employment Agreement"). Pursuant to the Kurtin Employment Agreement, Mr. Kurtin will receive an annual base salary of $200,000. Additionally, the Kurtin Employment Agreement provides that, subject to the Board's approval, Mr. Kurtin will receive a restricted stock unit ("RSU") award equal to $150,000, to vest in one-fourth increments quarterly for service in arrears. Mr. Kurtin will not be eligible to participate in the Company's performance-based bonus program or long-term incentive plan ("LTIP") or be entitled to any severance benefits under the Kurtin Employment Agreement. Mr. Kurtin will not receive any additional compensation for his service as a member of the Board. The Kurtin Employment Agreement is at-will and provides for a fixed one-year term of employment. In connection with the termination of the Prior Kurtin Employment Agreement, on March 29, 2024, the Company and Mr. Kurtin executed an employee separation and release agreement, effective March 29, 2024 (the "Kurtin Separation and Release Agreement"). The Kurtin Separation and Release Agreement provides that Mr. Kurtin will receive the following separation payments and benefits provided under the Prior Kurtin Employment Agreement, subject in each case to a customary seven-day revocation period: (i) final compensation in the form of a $19,231 lump sum payment, representing base salary from the prior year earned but not paid; (ii) termination compensation in the amount of $3,300,000, representing two times his 2023 base salary plus two times his 2023 earned bonus, payable in substantially equal installments over 12 months following the termination date; (iii) a prorated bonus for fiscal 2024 on such terms as may be approved by the Board; and (iv) accelerated vesting of all outstanding unvested equity securities, including 625,868 options and 1,184,467 RSUs, plus 1,096,492 RSUs representin

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