Hydrofarm Holdings Appoints New Directors, Adjusts Executive Pay

TL;DR

Hydrofarm just swapped out board members and tweaked exec pay. New faces, new deals.

AI Summary

Hydrofarm Holdings Group, Inc. announced on October 10, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Michael S. Long and David M. Peterson, to its Board of Directors. Additionally, the company entered into new employment agreements with certain executive officers, including compensation details.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can indicate internal shifts that may affect future business operations and financial performance.

Key Players & Entities

• Hydrofarm Holdings Group, Inc. (company) — Registrant
• Michael S. Long (person) — Newly Elected Director
• David M. Peterson (person) — Newly Elected Director
• October 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share HYFM Nasdaq Stock
• $400,000 — h compensation savings of approximately $400,000 in fiscal 2025. On the Effective Date,
• $550,000 — he Effective Date: (i) a base salary of $550,000, (ii) an annual performance bonus with
• $118,750 — the 2024 fiscal year was increased from $118,750 to $200,000. There are no arrangements
• $200,000 — cal year was increased from $118,750 to $200,000. There are no arrangements or understa
• $370,000 — he Effective Date: (i) a base salary of $370,000, (ii) an annual performance bonus with
• $82,500 — the 2024 fiscal year was increased from $82,500 to $120,000. There are no arrangements
• $120,000 — scal year was increased from $82,500 to $120,000. There are no arrangements or understa
• $350,000 — he Effective Date: (i) a base salary of $350,000, (ii) an annual performance bonus with
• $75,000 — the 2024 fiscal year was increased from $75,000 to $110,000. There are no arrangements
• $110,000 — scal year was increased from $75,000 to $110,000. There are no arrangements or understa
• $250,000 — he Effective Date: (i) a base salary of $250,000, (ii) an annual performance bonus with
• $34,500 — the 2024 fiscal year was increased from $34,500 to $50,000. There are no arrangements
• $50,000 — scal year was increased from $34,500 to $50,000. There are no arrangements or understa

Filing Documents

• tm2426329d1_8k.htm (8-K) — 40KB
• tm2426329d1_ex99-1.htm (EX-99.1) — 10KB
• tm2426329d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-109379.txt ( ) — 231KB
• hyfm-20241010.xsd (EX-101.SCH) — 3KB
• hyfm-20241010_lab.xml (EX-101.LAB) — 33KB
• hyfm-20241010_pre.xml (EX-101.PRE) — 22KB
• tm2426329d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 10, 2024, the board of directors (the "Board") of Hydrofarm Holdings Group, Inc. (the "Company" or "Hydrofarm") approved the following changes to its executive leadership effective as of January 1, 2025 (the "Effective Date"), which are the result of a thoughtful and rigorous succession planning process. Chief Executive Officer and Principal Executive Officer On the Effective Date, William Toler will retire from his position as Chief Executive Officer and become Executive Chairman of the Board. On the Effective Date, Mr. Toler will receive a grant of 350,000 restricted stock units, vesting 50% on the first anniversary and 50% on the second anniversary of the Effective Date. Following the Effective Date, Mr. Toler will maintain continued coverage under the Company's benefit plans. Mr. Toler's change of role is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices, but rather is related to Mr. Toler, turning 66 on May 7, 2025, retiring from day-to-day leadership of Hydrofarm. In addition, the changes described in this filing are estimated to result in aggregate cash compensation savings of approximately $400,000 in fiscal 2025. On the Effective Date, B. John Lindeman will assume the role of Chief Executive Officer and Principal Executive Officer and no longer serve in his current position as Executive Vice President & Chief Financial Officer. Mr. Lindeman, age 54, has served as the Company's Executive Vice President since August 2022 and Chief Financial Officer since March 2020. From August 2015 until assuming his role at Hydrofarm in March 2020, Mr. Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc. (Nasdaq: CVGW) ("Calavo"), a global avocado-industry leader and expanding provider of valued-ad

01 Regulation

Item 7.01 Regulation FD Disclosure. On October 17, 2024, the Company issued a press release regarding the leadership transition described above. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Without limiting the generality of the foregoing, the text of the press release set forth under the heading entitled "Cautionary Note Regarding Forward-Looking Statements" is incorporated by reference into this Item 7.01. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These statements include statements made about the Company's estimated cash compensation savings described above. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond the Company's control, include risks described in the section entitled "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K filing made with the SEC on February 29, 2024 and the Company's other Exchange Act filings. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. The Company disclaims any obligation to update these forward-looking

01 Financial

Item 9.01 Financial Exhibit No. Description 99 .1 Press Release, dated October 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Hydrofarm Holdings Group, Inc. Date: October 17, 2024 By: /s/ William Toler Name: William Toler Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR