On April 15, 2024, Jushi Holdings Inc. (the “Company”) announced the appointment of Todd West, age 55, as the Company’s Chief Operating Officer effective April 12, 2024. Mr. West will oversee the Company’s grower-processor and retail operations as well as security. 

Mr. West brings over 25 years of operations management experience in retail, manufacturing and wholesale, including five (5) years in cannabis with his most recent role being Executive Vice President of Operations at Cresco Labs, one of the largest vertically integrated multistate cannabis operators, for over four (4) years. In that role, Mr. West scaled operations and built an enterprise-wide center of excellence increasing efficiencies, improving quality assurance and safety, building a science-focused product development team and implementing custom automation capabilities during a time of rapid revenue growth.  Prior to that role, Mr. West served as SVP Product Development & Commercialization at Cresco Labs for over one (1) year.  Before working in cannabis, Mr. West was an operations executive for almost a decade in the food industry directing daily operations including overseeing manufacturing, warehousing, distribution, supply chain, inventory control, new product development, R&D, quality assurance, and retail.

In connection with Mr. West’s appointment, the Company entered into an employment agreement with Mr. West, effective April 12, 2024 (the “Agreement”), pursuant to which Mr. West will receive an annual base salary of $400,000, and eligibility to participate in the Company’s health and welfare benefit plans and other customary benefits provided to similarly situated executives. Following Mr. West’s performing the role of COO for the Company for one year, he is guaranteed a $200,000 cash bonus and, thereafter, is eligible for an annual discretionary performance bonus of up to 50% of his annual base salary, which can be paid in cash or stock at the Company’s discretion (subject to Board approval, where applicable).  Mr. West is also eligible to receive equity grants pursuant to the Company’s Equity Incentive Plan. As inducement to commence employment with the Company by April 1, 2024, Mr. West received 250,000 options that immediately vested and 250,000 options that vest if Mr. West serves as Chief Operating Officer of the Company for one year.  In addition, pursuant to an offer letter the Company entered into with Mr. West, he was promised 250,000 options with a three-year vesting schedule and 250,000 options with a cliff vesting of 50% at the end of year four and the remaining 50% at the end of year five, in each case subject to Board approval. Mr. West has agreed to abide by certain non-competition covenants during the term of his employment and for a period of one year thereafter.  He has also agreed to certain non-solicitation covenants for a period of two (2) years after termination of his employment.

In addition, the Agreement provides that upon the termination of Mr. West’s employment with the Company without “Cause” the Company is obligated to pay Mr. West an amount equal to his annual base salary for twelve months following the termination date of his employment payable in twelve equal monthly installments subject to Mr. West’s execution and non-revocation of a general release of claims against the Company.  If such termination occurs following a change in control or during the one year period following a change in control, Mr. West’s then unvested options will become fully vested, exercisable and nonforfeitable.

The foregoing discussion does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 10.1, respectively, and is incorporated herein by reference.  

There are no arrangements or understandings between Mr. West and any other persons pursuant to which Mr. West was appointed as the Chief Operating Officer of the Company and there are no family relationships between Mr. West and any director or executive officer of the Company. Additionally, there are no transactions between Mr. West and the Company or its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.

(d) Exhibits.