GrowGeneration Corp
For the period ended Jun 20, 2024. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed Apr 26, 2024
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Contents
Pay-Versus-Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics for the fiscal years ending December 31, 2023, 2022, and 2021. The compensation actually paid (“CAP”) and other compensation figures shown here are calculated based on the applicable rules and regulations of the SEC. More information on our compensation program can be found in Compensation Discussion and Analysis above, including the SCT therein.
| Year | SCT Total for PEO (1) | CAP to PEO (2) | Average SCT Total for non-PEO NEOs (3) | Average CAP to non-PEO NEOs (2) | Company TSR (4) | Peer Group TSR (4) (5) | Net Income (7) | Company Selected Measure (Adj. EBITDA) (6) |
|---|---|---|---|---|---|---|---|---|
| 2023 | $1,298,148 | $764,148 | $1,029,472 | $597,249 | $(94) | $14 | $(46,496,000) | $(5,554,000) |
| 2022 | $1,343,119 | $3,471,119 | $1,764,902 | $915,769 | $(90) | $(4) | $(163,747,000) | $(16,693,000) |
| 2021 | $2,040,132 | $9,224,132 | $1,536,336 | $(1,651,011) | $(68) | $42 | $12,786,000 | $34,168,000 |
(1)Darren Lampert is the Principal Executive Officer (“PEO”) for each of the fiscal years ending December 31, 2023, 2022, and 2021. The amounts shown are found in the SCT.
(2)CAP includes actual base salary, non-equity incentive compensation, the change in value in all equity awards and the sum of other income.
(3)The amounts shown are the average total compensation from the SCT for the non-PEO NEOs for the given year. Non-PEO NEOs for each year were:
2023: Michael Salaman and Gregory Sanders
2022: Michael Salaman, Gregory Sanders, Jeffrey Lasher, and Paul Rutenis.
2021: Michael Salaman, Jeffrey Lasher, Monty Lamirato, Tony Sullivan, and Paul Rutenis.
(4) Total Shareholder Return (“TSR”) figures assume an initial investment of $100 on December 31, 2020. For 2023, this reflects the cumulative TSR from December 31, 2020 to December 31, 2023. For 2022, this reflects the cumulative TSR from December 31, 2020 to December 31, 2022. For 2021, this reflects the cumulative TSR from December 31, 2020 to December 31, 2021.
(5)The peer group used for the TSR calculation is the S&P Retail Select Industry Index.
(6)Adjusted EBITDA is defined in the Reconciliation of EBITDA and Adjusted EBITDA section in this Proxy Statement along with a reconciliation of Adjusted EBITDA to GAAP net income (loss). While the Company has used numerous performance measures in connection with its executive compensation program, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the Pay-Versus-Performance table) used by the Company to link CAP to NEOs to Company performance.
(7)2023 net loss was primarily driven by goodwill impairment of $15.7 million. Please refer to or latest Annual Report on Form 10-K for additional detail on 2023 financial performance.
Adjustments Made to Determine Compensation Actually Paid
The following table shows the adjustments made to the values in the SCT to calculate the values in the Pay-Versus-Performance table above:
| Adjustments to Determine Compensation Actually Paid for PEO | 2023 | 2022 | 2021 |
|---|---|---|---|
| Deduction for Amounts Reported under the “Stock Awards” column in SCT | $(785,000) | $— | $— |
| Change in fair value of awards granted during the year that remain unvested as of year-end | $251,000 | $— | $— |
| Increase/Deduction for Change in Fair Value from prior Year-end to current year-end for Awards that were Outstanding and Unvested as of year-end | $— | $— | $— |
| Increase/Deduction for Change in Fair Value from prior Year-end to current year-end for awards that were vested as of year-end | $— | $2,128,000 | $7,184,000 |
| Adjustments to Determine Compensation Actually Paid for non-PEO NEOs | |||
| Deduction for Amounts Reported under the “Stock Awards” column in SCT | $589,900 | $1,103,986 | $952,320 |
| Change in fair value of awards granted during the year that remain unvested as of year-end | $276,100 | $338,100 | $1,185,384 |
| Increase/Deduction for Change in Fair Value from prior Year-end to current year-end for Awards that were Outstanding and Unvested as of year-end | $(111,922) | $(65,246) | $(5,434,000) |
| Increase/Deduction for Change in Fair Value from prior Year-end to current year-end for awards that were vested as of year-end | $(6,500) | $(18,000) | $2,013,589 |
Most Important Financial Performance Measures
Below is an unranked list of financial performance measures that the Company considers to be the most important financial performance measures linking CAP to NEOs to the Company’s performance.
Revenue
Gross Profit
Adjusted EBITDA
Pay-Versus-Performance Tables
The tables below demonstrate the relationship between CAP to our NEOs and Total Shareholder Return (“TSR”), net income, and Adjusted EBITDA for each of 2023, 2022, and 2021.
The table below demonstrates the relationship between the Company's TSR and the Company’s peer group TSR beginning December 31, 2020 and ending on December 31, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.