Form 4: Vireo Growth Inc. CEO John Mazarakis Awarded 38 Million Restricted Stock Units

Vireo Growth Inc.'s CEO, John Mazarakis, received 38,000,000 restricted stock units (RSUs) tied to performance and market value milestones.

Summary

• John Mazarakis, CEO of Vireo Growth Inc., was granted 38,000,000 restricted stock units (RSUs) on May 9, 2025.
• 19,000,000 RSUs vest based on the company's stock price reaching certain volume-weighted average price (VWAP) targets: 5,700,000 on March 6, 2026; 6,650,000 after March 6, 2027, if VWAP exceeds $0.85; and 6,650,000 after March 6, 2028, if VWAP exceeds $1.05.
• The other 19,000,000 RSUs vest based on the company's adjusted EBITDA and net leverage: 1/3 upon exceeding $150,000,000 EBITDA and net leverage below 2.2x; 1/3 upon exceeding $165,000,000 EBITDA and net leverage below 2.2x; and 1/3 upon exceeding $205,000,000 EBITDA and net leverage below 2.2x.
• Vesting is contingent on Mr. Mazarakis remaining a service provider on each vesting date.

Sentiment

Score: 7

Explanation: The document is neutral in tone, simply reporting the details of an executive compensation package. The performance-based vesting suggests a positive outlook for the company's future performance.

Positives

• The RSU grants align the CEO's interests with those of shareholders by incentivizing stock price appreciation and improved financial performance.
• The performance-based vesting criteria (EBITDA and net leverage) encourage efficient and profitable growth.

Risks

• The vesting of RSUs is contingent on Mr. Mazarakis' continued employment, creating potential key-person risk.
• Failure to achieve the specified stock price or financial performance targets could result in the RSUs not vesting.

Future Outlook

The RSU grants are designed to incentivize long-term growth and profitability, with vesting contingent on achieving specific financial and stock price targets.

Industry Context

In the cannabis industry, stock-based compensation is a common tool to attract and retain talent, especially in growth-oriented companies. Performance-based vesting is increasingly used to align executive compensation with shareholder value creation.

Comparison to Industry Standards

• Comparing Vireo Growth's compensation structure to other cannabis companies like Curaleaf, Trulieve, and Green Thumb Industries, it's common to see a mix of salary, stock options, and performance-based bonuses.
• The specific EBITDA and net leverage targets would need to be benchmarked against industry averages and peer performance to assess their difficulty and appropriateness.
• The VWAP targets are relatively low, suggesting a focus on near-term stock price appreciation.

Stakeholder Impact

• Shareholders: The RSU grants aim to align management's interests with shareholder value creation.
• Employees: The performance targets could motivate employees to achieve company goals.
• Management: The CEO is incentivized to improve financial performance and increase the stock price.

Key Dates

Keywords

restricted stock units, RSU, Vireo Growth Inc., John Mazarakis, executive compensation, stock options, EBITDA, net leverage, VWAP, vesting