Greenlane Holdings Inc

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller reporting companies under SEC rules. Our named executive officers (“NEOs”) for the year ended December 31, 2023 were Barbara Sher, our current Chief Executive officer, Nicholas Kovacevich, our former Chief Corporate Development Officer, Craig Snyder, our former Chief Executive Officer, Lana Reeve, our Chief Financial and Legal Officer, William Mote, our former Chief Financial Officer, and Darshan Dahya, our former Chief Accounting Officer.

The compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation. Bonus awards for 2023 and 2022 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.

The following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2023 and 2022.

Summary Compensation Table

(1) Represents the grant date fair value determined in accordance with FASB ASC Topic 718.

(2) Mr. Kovacevich stepped down from his position as Chief Executive Officer of the Company effective December 31, 2022 and was appointed Chief Corporate Development Officer of the Company effective January 1, 2023.

(3) Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and subsequently stepped down in May 2024.

(4) Mr. Dahya stepped down from his position as Chief Accounting Officer of the Company effective December 31, 2022. Mr. Dahya did not join the Company until April 2022. At the time of his resignation, $12,500 of Mr. Dahya’s stock awards reflected in the table above had vested and none of his option awards had vested. All of Mr. Dahya’s unvested awards were forfeited in connection with his resignation.

(5) Mr. Mote stepped down from his position as Chief Financial Officer of the Company effective May 17, 2022. In connection with his resignation, Mr. Mote entered into a Separation and General Release Agreement with Warehouse Goods (as defined below) on May 16, 2023, which provided for a cash severance payment totaling $218,418.87, representing six months’ salary, fifty percent of Mr. Mote’s pro-rated bonus eligibility for 2022, and COBRA payments for six months. None of Mr. Mote’s equity awards granted in 2022 and reflected in the table above had vested prior to his resignation. All of Mr. Mote’s unvested awards were forfeited in connection with his resignation.

(6) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

(7) Ms. Sher was appointed Chief Operations Officer of the Company effective November 14, 2023 and subsequently named Chief Executive Offering in May 2024.

Outstanding Equity Awards at Fiscal Year-End December 31, 2023

The following table presents information about our NEO’s outstanding equity awards as of December 31, 2023.

Market value of shares reflects the number of shares multiplied by $0.2828 per share, which was the closing price of our Class A Common Stock on the Nasdaq Capital Market on July 17, 2024.

(1) Ms. Sher was previously Chief Operating Officer and appointed Chief Executive Officer effective May 25, 2024.

(2) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

(3)Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and resigned in May 2024.

Employment Agreements

On December 6, 2022, Warehouse Goods LLC, our wholly owned subsidiary (“Warehouse Goods”) entered into an employment agreement with Lana Reeve, our Chief Financial and Legal Officer. On November 14, 2023, Warehouse Goods entered into an Executive Employment Agreement with Barbara Sher, our Chief Operations Officer. Pursuant to these employment agreements, Ms. Reeve and Ms. Sher currently are entitled to following compensation:

(1) Ms. Sher was formerly the Chief Operating Officer and appointed Chief Executive Officer of the Company effective May 25, 2024

(2) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

Ms. Reeve and Ms. Sher’s employment agreements provides for an original term of up to one year. Each of Ms. Reeve and Ms. Sher’s employment agreements also provide for automatic one-year extensions unless either party gives written notice of termination not less than 60 days prior to the termination of the then-current term. Ms. Reeve and Ms. Sher are entitled to the annual compensation described above and are eligible to receive an annual incentive bonus. Ms. Reeve and Ms. Sher’s performance against this bonus are determined by company performance and individual performance. For Ms. Reeve and Ms. Sher, the weighting is 60% company and 30% individual calculated upon the base salary as shown above. During the term of employment, Ms. Reeve and Ms. Sher are entitled to participate in all employee benefit plans and programs made available to our employees generally, subject to the eligibility and participation restrictions of each such plan or program and entitled to reimbursement for all reasonable business expenses incurred in connection with carrying out their respective duties.

Pursuant to their employment agreements, Ms. Reeve and Ms. Sher may terminate their employment at any time without cause. Ms. Reeve and Ms. Sher are terminable by us at any time: (i) without cause; (ii) for cause (as defined in each of Ms. Reeve and Ms. Sher’s employment agreements); (iii) in the event of death; or (iv) in the event of disability that cannot be accommodated under the requirements of law. Upon termination of Ms. Reeve’s or Ms. Sher’s employment agreements, neither party shall have any further obligation except for obligations accruing prior to the date of termination. If terminated without cause, Ms. Reeve and Ms. Sher are entitled to receive his or her base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of such date. If terminated without cause, Ms. Reeve and Ms. Sher are also entitled to severance equal nine months of their base salary in effect on the date of termination. In addition, if terminated without cause, Ms. Reeve and Ms. Sher are entitled to a cash payment equal to the applicable COBRA premium payments that would be payable by Ms. Reeve and Ms. Sher to continue their Company-provided healthcare services for themselves and any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively, the “COBRA Payment”). If terminated without cause, Ms. Reeve and Ms. Sher are entitled a COBRA Payment equal to four months of coverage under the Company Healthcare Plan.

Pursuant to their employment agreements, Ms. Reeve and Ms. Sher are subject to customary confidentiality restrictions and work-product provisions, and Ms. Reeve and Ms. Sher are subject to customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

We do not currently maintain any retirement plans, other than matching 401(k) plans, for our executives or other employees.

Director Compensation

For the fiscal year ended December 31, 2023, each of our independent directors received a base annual fee of $60,000, paid in quarterly installments. In consideration for their attendance at meetings of the Board exceeding the 10 designated Board meetings, Messrs. Hunter, Uttz and Taney received an additional fee of $10,000 and Messrs. LoCasio and Schoenfeld and Ms. Persofsky received an additional fee of $5,000. Additionally, as compensation for serving as the chair of the Board or the chair of a Board committee, Messrs, Taney and Hunter and Ms. Persofsky received a base annual fee of $16,000, paid in quarterly installments. As compensation for serving on our Board, each independent director then serving also received an award of 53,996 restricted shares of Class A Common Stock and 69,450 options to buy shares of Class A Common Stock on January 5, 2022. Upon her appointment to the Board, Ms. Persofsky received 113,636 restricted shares of Class A Common Stock and 145,079 options to buy shares of Class A Common Stock on April 11, 2022. In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Mr. Snyder does not receive any additional compensation for his service on the Board.

The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC rules and the JOBS Act.

Director Compensation Table

The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2023, other than Mr. Snyder, who received no separate compensation for his service as a director. For information related to the compensation of Mr.Snyder, please refer to “Executive Officer Compensation — Summary Compensation Table.”

(1) Represents the aggregate grant date fair value of restricted shares of Class A Common Stock and options to buy shares of Class A Common Stock granted on January 5, 2022 (April 11, 2022 with respect to Ms. Persofsky) computed in accordance with FASB ASC Topic 718.

(2) Mr. Schoenfeld resigned from the Board effective January 6, 2023.

(3) Mr. Taney resigned from the Board effective January 6, 2023.

(4) Mr. Uttz resigned from the Board effective October 13, 2023.