What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-09 · 77 added, 40 removed, 242 unchanged (33% of the section changed)

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As a result of this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Deloitte & Touche LLP has independently assessed the effectiveness of our internal control over financial reporting and its report is included in Item 8 of this Annual Report on Form 10-K.

This annual report does not include an attestation report of our independent registered public accounting firm as it is not required.

Changes in Internal Controls over Financial Reporting

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OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The information required by this Item will be included in the 2024 Proxy Statement and is incorporated herein by reference.

The following table sets forth the name and position of each of our executive officers and directors as of March 9, 2023.

The following table sets forth the name and position of each of our executive officers and directors as of February 29, 2024.

Name Position

William Toler Chairman of the Board and Chief Executive Officer

John Lindeman Chief Financial Officer

John Lindeman Executive Vice President and Chief Financial Officer

Kevin O'Brien Chief Accounting Officer

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Toler was the Chief Executive Officer of Hostess Brands, Inc.

TWNK) (“Hostess”), a food and beverage company, from May 2014 to March 2018.

TWNK) ("Hostess"), a food and beverage company, from April 2014 to March 2018.

Under his leadership, Hostess successfully re-established the iconic Hostess brand as a leader within the sweet baked goods category, returned the company to profitability and transitioned Hostess from a private to public company.

Toler has over 35 years of executive leadership experience in supply chain management and consumer packaged goods, including previously having served as Chief Executive Officer of AdvancePierre Foods, from September 2008 to August 2013, and President of Pinnacle Foods.

He has also held executive roles at Campbell Soup Company, Nabisco and Procter & Gamble.

He has also held executive roles at Campbell Soup Company (NYSE:

CPB), Nabisco, and Procter & Gamble (NYSE:

Toler served on the board of directors of Collier Creek Holdings from September 2018 to September 2020, Hostess Brands from May 2014 to March 2018, AdvancePierre Foods from 2008 to 2013 and Pinnacle Foods from 2007 to 2008.

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John Lindeman, Chief Financial Officer

Lindeman has served as our Chief Financial Officer since March 2020.

Lindeman has served as our Executive Vice President since August 2022 and Chief Financial Officer since March 2020.

From August 2015 until assuming his current role at Hydrofarm in March 2020, Mr.

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Parker also previously served as Senior Vice President of Trade Marketing, U.S.

Soup Division, for Campbell Soup Company (CPB, NYSE), where he introduced innovative initiatives as “Soup to Go” (convenience in a package) and iQ Shelf, an in-store approach to simplify consumer shopping experience and drive mutual share growth.

Soup Division, for Campbell Soup Company (NYSE:

CPB), where he introduced innovative initiatives as "Soup to Go" (convenience in a package) and iQ Shelf, an in-store approach to simplify consumer shopping experience and drive mutual share growth.

Parker holds a B.S.

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Peters has served as our director since November 10, 2020.

Previously, she was the Senior Vice President of Human Resources for General Electric Company (“GE”) from July 2013 until December 2017 after which she retired following 38 years of service.

Previously, she was the Senior Vice President of Human Resources for General Electric Company (“GE”) (NYSE:

GE) from July 2013 until December 2017 after which she retired following 38 years of service.

In her role as Chief Human Resource Officer (“CHRO”), Ms.

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Peters also served on the National Board of Directors of Girl Scouts of the USA from 2008 until 2017.

She is currently a member of the Loews Corporation (NYSE) board of directors.

She is currently a member of the Loews Corporation (NYSE:

L) board of directors.

Peters received her B.A.

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Chung has served as our director since November 10, 2020.

Chung currently serves as the Vice President of Finance at Serruya Private Equity Inc., which he joined in March 2018.

In his role as Vice President, Mr.

Chung oversees financial reporting and asset management for the fund, leads the real estate investments team, and plays a strategic role in the growth of investee companies.

Chung has served as Vice President of Investments at CentreCourt since October 2022.

Previously, Mr.

Chung served as the Vice President of Finance at Serruya Private Equity Inc.

from March 2018 to October 2022.

In this role, Mr.

Chung oversaw financial reporting and asset management for the fund, led the real estate investments team, and played a strategic role in the growth of investee companies.

Previously, Mr.

Chung was the Director of Finance for Inside Edge Properties Ltd.

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In December 2015, Mr.

Chung was designated as a Chartered Professional Accountant (“CPA”) by the Chartered Professional Accountants of Ontario.

Chung was designated as a Chartered Professional Accountant by the Chartered Professional Accountants of Ontario.

Chung received his Bachelor of Accounting and Finance and Minor in Economics from the University of Waterloo in December 2011 and his Masters of Accounting from the University of Waterloo in August 2012.

Chung was selected to serve on our board of directors because of his expertise in financial accounting and investment management.

Renah Persofsky, Director

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Persofsky has served as the Chief Executive Officer of Strajectory Corp.

since 2010 and as an executive consultant of Canadian Imperial Bank of Commerce since 2011.

since 2010 and served as an executive consultant of Canadian Imperial Bank of Commerce (NYSE:

CM) from 2011 to 2021.

Persofsky served as the Chairwoman of BookJane Inc.

from October 2016 to December 2021, a director of Tilray Brands, Inc.

(f/k/a Aphria Inc.) since October 2017 and the Vice Chairwoman and Lead Director since October 2019, the Chairwoman of Green Gruff Inc.

since July 2019, a director of Alkemy since April 2021 and a director of Greenlane Holdings (Nasdaq:

from October 2016 to December 2021;

a director of Tilray Brands, Inc.

TLRY) (f/k/a Aphria Inc.) since October 2017 and the Vice Chairwoman and Lead Director since October 2019;

the Chairwoman of Green Gruff Inc.

since July 2019;

a director of Greenlane Holdings (Nasdaq:

GNLN) since April 2022;

Persofsky has also previously served as an executive consultant to many iconic brands including Tim Hortons, Canadian Tire, Canada Post and Interac, and was an executive officer of the Bank of Montreal.

and a director at Oceansix Future Paths Ltd.

OSIX) (f/k/a K.B.

Recycling Industries Ltd.) since April 2021.

Persofsky has also previously served as an executive consultant to many iconic brands including Tim Hortons, Canadian Tire (OTCMKTS:

CDNAF), Canada Post and Interac, and was an executive officer of the Bank of Montreal (NYSE:

Persofsky previously co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a special advisor to the Minister of Foreign Affairs and Trade.

Persofsky received her degree from the Rotman School of Management at the University of Toronto.

Persofsky received her degree from the Rotman School of Management at the University of

Persofsky was selected to serve on our board of directors because of her global business and e-commerce expertise, and her experience with the cannabis industry.

Moss, Director

Moss has served as our director since November 10, 2020.

Moss served as Chief Financial Officer of Hanesbrands Inc., a leading Fortune 500 apparel company, from October 2011 until October 2017, after which he served in an advisory role at Hanesbrands until his retirement on December 31, 2017.

Moss served as Chief Financial Officer of Hanesbrands Inc.

HBI), a leading Fortune 500 apparel company, from October 2011 until October 2017, after which he served in an advisory role at Hanesbrands until his retirement on December 31, 2017.

Prior to his appointment as Chief Financial Officer, Mr.

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From 2002 to 2005, Mr.

Moss served as Vice President and Chief Financial Officer of Chattem Inc., a leading marketer and manufacturer of branded over-the-counter health-care products, toiletries and dietary supplements.

Moss served as Vice President and Chief Financial Officer of Chattem Inc.

CHTT), a leading marketer and manufacturer of branded over-the-counter health-care products, toiletries and dietary supplements.

Moss also previously served as a senior advisor to Nexo Capital Partners from January 2018 until December 2020.

Moss has served as a director of Winnebago Industries, Inc., a leading U.S.

Moss has served as a director of Winnebago Industries, Inc.

WGO), a leading U.S.

recreational vehicle manufacturer since February 2017 and has served as a director of Nature’s Sunshine Products, Inc.

since May 2018.

NATR) since May 2018.

Moss received a B.A.

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from Brigham Young University.

Moss was selected to serve on our board of directors because of his significant financial and corporate governance experience, including experience with public, consumer-oriented companies.

Melisa Denis, Director

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Denis is currently President of Miracle Pointe Development, a real estate development company.

Denis has served as a director of Smartkem, Inc.

SMTK), an electronics and display technology organization, since November 2023.

Denis previously served as a partner at KPMG from 1998 to October 2020, including as National Tax Leader for Consumer Goods and as the leader of the Consumer and Industrial Market for Dallas.

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Denis is a Certified Public Accountant and received her degree in accounting and her Masters of accounting and tax from the University of North Texas.

Denis was selected to serve on our board of directors because of her significant financial and tax experience, including experience with companies in the consumer goods industry.

EXECUTIVE COMPENSATION

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4.2 Description of Capital Stock.

(incorporated by referenced to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed with the SEC on March 9, 2023).

10.1 Credit Agreement, dated March 29, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, and JPMorgan Chase Bank, N.A.

1 unchanged sentence

Exhibit Description

10.2+ Unit Purchase and Contribution Agreement, dated as of April 26, 2021, by and among Hydrofarm Holdings Group, Inc., Field 16, LLC, F16 Holding LLC and the members of F16 Holding LLC (incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement on Form S-1 (File No.

333-255510) filed with the SEC on April 26, 2021).

10.2+ First Amendment and Joinder to Credit Agreement, dated as of August 31, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., Field 16, LLC, House & Garden, Inc., Humboldt Wholesale, Inc., Aurora Innovations, LLC, House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Allied Imports & Logistics, Inc., Aurora Peat Products ULC, Greenstar Plant Products Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.

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10.4 Third Amendment and Joinder to Credit Agreement, dated as of August 23, 2022, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Aurora Innovations, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.

( i ncorporated by reference to Exhibit 10.

1 of the Company’s Quarterly Report on Form 10-Q (File No.

(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.

001-39773), filed with the SEC on November 09, 2022).

1 unchanged sentence

and JPMorgan Chase Bank, N.A.

( i ncorporated by reference to Exhibit 10.

1 of the Company’s Current Report on Form 8 - K (File No.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-39773), filed with the SEC on December 29, 2022).

10.6 Fifth Amendment to Credit Agreement, dated March 31, 2023, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., JPMorgan Chase Bank, N.A., as lender, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

10.7+ Credit and Guaranty Agreement, dated as of October 25, 2021, by and among Hydrofarm Holdings Group, Inc., the other credit parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021).

10.8 Amendment No.

1 to Credit and Guaranty Agreement, dated as of June 27, 2023, by and among Hydrofarm Holdings Group, Inc., the subsidiaries of Hydrofarm Holdings Group, Inc.

party thereto from time to time, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and as collateral Agent.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2023).

10.9+ Unit Purchase and Contribution Agreement, dated as of April 26, 2021, by and among Hydrofarm Holdings Group, Inc., Field 16, LLC, F16 Holding LLC and the members of F16 Holding LLC (incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement on Form S-1 (File No.

333-255510) filed with the SEC on April 26, 2021).

10.10** Employment Agreement, dated January 1, 2019, by and between Hydrofarm Holdings Group, Inc.

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333-250037), filed with the SEC on November 12, 2020).

Exhibit Description

10.11** Offer Letter, dated February 26, 2020, by and between Hydrofarm Holdings Group, Inc.

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333-250037), filed with the SEC on November 12, 2020).

Exhibit Description

10.16** Hydrofarm Holdings Group, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-250037), filed with the SEC on December 1, 2020).

10.17** Form of Hydrofarm Holdings Group, Inc.

2020 Equity Incentive Plan Stock Option Notice (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-250037), filed with the SEC on December 1, 2020).

10.18 Form of Indemnification Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.15** Form of Restricted Stock Unit Award Agreement under the 2020 Employee, Director and Consultant Equity Incentive Plan.

10.19** Form of Restricted Stock Unit Award Agreement under the 2020 Employee, Director and Consultant Equity Incentive Plan (incorporated by referenced to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2022).

10.20** Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021)

19.1 Insider Trading Policy

21.1* Subsidiaries of Hydrofarm Holdings Group Inc.

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Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

97.1 Clawback Policy

INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Hydrofarm Holdings Group, Inc.

March 9, 2023

February 29, 2024

/s/ William Toler

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Signatures Title Date

/s/ William Toler Chief Executive Officer and Chairman of the Board March 9, 2023

/s/ William Toler Chief Executive Officer and Chairman of the Board February 29, 2024

William Toler ( Principal Executive Officer )

John Lindeman Chief Financial Officer March 9, 2023

John Lindeman Chief Financial Officer February 29, 2024

John Lindeman ( Principal Financial Officer )

/s/ Kevin O'Brien Chief Accounting Officer March 9, 2023

/s/ Kevin O'Brien Chief Accounting Officer February 29, 2024

Kevin O'Brien ( Principal Accounting Officer )

/s/ Susan Peters March 9, 2023

/s/ Susan Peters February 29, 2024

Susan Peters Director

/s/ Patrick Chung March 9, 2023

/s/ Patrick Chung February 29, 2024

Patrick Chung Director

/s/ Renah Persofsky March 9, 2023

/s/ Renah Persofsky February 29, 2024

Renah Persofsky Director

/s/ Richard D.

Moss March 9, 2023

Moss February 29, 2024

Moss Director

/s/ Melisa Denis March 9, 2023

/s/ Melisa Denis February 29, 2024

Melisa Denis Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures