Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 9, 2022, in accordance with the bylaws of the Company and Delaware law, the Board of Directors of the Company (the “Board”)
expanded the number of directors on the Board from seven (7) to nine (9) and appointed two (2) new directors, Messrs. Jarom Fawson and
Tom Lynch to serve on the Board. Simultaneously, the Board also appointed Messrs. Fawsom and Lynch to the Special Committee described
below in Item 8.01.
On
October 9, 2022, Mr. Jarom Fawson, 48, joined the Greenrose Board. Mr. Fawson is an active private investor and advisor to consumer products
companies, with a focus on the cannabis space, and has more than fifteen (15) years of experience advising public and private enterprises,
including in the cannabis industry, on capital raising, M&A, corporate strategy and working with entrepreneurs building iconic brands.
Prior to joining the Board, Mr. Fawson served as President and Chief Strategy Officer at Flow Cannabis Co. of Redwood Valley, CA. Mr.
Fawson was previously a Principal at VMG Partners in San Francisco where he spent more than seven (7) years leading minority and majority
equity investments into brand-driven growth companies. While at VMG he served as a Board Member to Stone Brewing, Ilegal Mezcal, Nature’s
Bakery, and Bare Snacks among others. Prior to joining VMG, Mr. Fawson was a Senior Vice President at Moelis & Company and began
his finance career as an investment banking Associate in the M&A department at UBS Investment Bank. Mr. Fawson holds an M.B.A. from
The University of Chicago Booth School of Business and attained the CFA charterholder designation (currently inactive). The Company believes
that Mr. Fawson’s extensive financial, turnaround management and board directorship expertise qualify him to serve as one of its
directors.
Mr.
Fawson will receive a monthly cash retainer of $20,000.00 for his Board service. Mr. Fawson will not receive any additional compensation
from the Company.
There
are no family relationships between Mr. Fawson and any of the Company’s directors, executive officers or persons nominated or chosen
by the Company to become a director or executive officer. Mr. Fawson has not engaged in any related-person transactions required to be
disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
On
October 9, 2022, Tom Lynch, 54, joined the Greenrose Board. Mr. Lynch is a Partner and Senior Managing Director of SierraConstellation
Partners. Mr. Lynch has served as an interim then permanent Chief Executive Officer of Medmen from March 2020 until November 2021 and
was elected to the Board of Medmen in November 2020 and appointed as Chairman in December 2020 and served the Medmen board until he resigned
on November 21, 2021. Prior to joining SierraConstellation Partners in July 2018, Mr. Lynch was the co-founder and Managing Partner of
Woods Hole Capital between July 2014 and July 2018. Prior to founding Woods Hole Capital, Mr. Lynch was the Chairman and Chief Executive
Officer of Frederick's of Hollywood Group (a publicly traded company). Prior to joining Frederick's, Mr. Lynch was the CEO of Mellon
HBV later renamed Fursa Alternative Strategies. Mr. Lynch has held executive positions with Mellon Institutional Asset Management, UBS
Global Asset Management and the Dreyfus Corporation. Mr. Lynch is a graduate of St. Anselm College. The Company believes that Mr. Lynch’s
extensive financial, turnaround management and board directorship expertise qualify him to serve as one of its directors.
Mr.
Lynch will receive a monthly cash retainer of $20,000.00 for his Board service. Mr. Lynch will not receive any additional compensation
from the Company.
There
are no family relationships between Mr. Lynch and any of the Company’s directors, executive officers or persons nominated or chosen
by the Company to become a director or executive officer. Mr. Lynch has not engaged in any related-person transactions required to be
disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.