Glass House to establish share-based long-term management incentive plan

Glass House Brands (GLASF) announces the mailing of its management information circular and related materials to shareholders in connection with the upcoming annual and special meeting of shareholders, to be held on June 20, where disinterested shareholders will be asked to approve Performance Awards associated with the establishment of a long-term management incentive plan and a related increase in the share reserve of the Company’s equity incentive plan. On May 15, subject to Disinterested Shareholder and applicable exchange approval, the Board of Directors approved an initial long-term management incentive plan granting to each of Kyle Kazan, Co-Founder, Chairman and CEO, Graham Farrar, President, Mark Vendetti, CFO, Hilal Tabsh, Chief Revenue Officer, and Benjamin Vega, General Counsel and Corporate Secretary certain performance-based restricted stock units that vest only if the Company achieves certain share price milestones and the Recipients meet certain time-based vesting requirements. Vesting of the Performance Awards will occur over a five-year period and is dependent on the Recipients leading the Company to achieve a minimum $30.00 price per share, with further incremental vesting if the share price reaches or exceeds $60.00 per share. On May 14, 2025, the day prior to the Grant Date, the closing price per share was $6.51. The Performance Awards are designed to provide the Recipients with incentives linked to significant long-term shareholder value creation. In aggregate, 3,000,000 performance-based RSUs were granted, representing approximately 2.3% of the fully diluted share-count as of May 14, 2025 assuming the exercise of all outstanding warrants and achievement of a $60.00 share price. Share price performance targets will be measured quarterly using a volume weighted average trading price. Vesting is tied to growth in share price, rather than increases in market capitalization, to align the Performance Awards with long-term shareholder interests and encourage a continued, disciplined approach to treasury management and shares outstanding. Subject to certain limited exceptions, vesting of the Performance Awards is also conditional upon the Recipients’ continued service in senior executive roles for a minimum of three years following the Grant Date. Payout of vested Performance Awards will be deferred until the end of the fourth and fifth years, respectively, following the Grant Date. In determining whether to grant the Performance Awards, the Board established a special committee comprised of independent directors to develop and assess the efficacy of granting such awards, including its risks and alternatives, and to ensure that the grant of such awards to the Recipients would be in the best interests of the Company. The Special Committee retained Hugessen Consulting, an independent compensation consultant, as advisor.