Independent
Tenure on this board
0.7 yrs
1 nominee · 3 ballot items.
Elect one Class III director (Richard Christopher Yetter); approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal 2026.
Elect Richard Christopher Yetter as a Class III director to serve a three-year term expiring in 2029.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the compensation paid to Hydrofarm’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management frames the program as pay-for-performance with elements including base salary, annual cash incentive bonuses, retention awards and equity awards (RSUs and PSUs) intended to attract, retain and align executives with long-term stockholder interests. The Compensation Committee emphasizes that it considers market benchmarks and individual performance when setting pay, and notes it did not retain an external compensation consultant in 2025. Company-specific context is material: fiscal 2025 saw a 29% decline in net sales, $232 million of impairment charges, and in February 2026 an event of default under the Term Loan that raised substantial doubt about the company’s ability to continue as a going concern; there were also leadership changes late in 2025. Given this weak financial performance and the use of retention awards and equity grants, some stockholders may question the alignment of executive pay with performance and the prudence of retention/award timing. Management counters that retention awards and equity incentives are necessary to stabilize leadership and align management with a long-term recovery, and that the board will consider the advisory vote results when setting future compensation. The board recommends a vote FOR the proposal, describing the program as effective in implementing its compensation philosophy; the vote is advisory only and non-binding. The Company intends to hold say-on-pay annually, with the next advisory vote scheduled for the 2027 annual meeting.
Ratify the appointment of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 72,163 | $74K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 55,315 | $56K |
| 3 | BlackRock, Inc. | 1.1% | 50,465 | $51K |
| 4 | Prentice Capital Management, LP | 1.0% | 45,469 | $46K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.8% | 39,683 | $40K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 18,082 | $18K |
| 7 | STATE STREET CORP | 0.3% | 16,015 | $16K |
| 8 | XTX Topco Ltd | 0.2% | 11,784 | $12K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 7,271 | $7K |
| 10 | Tower Research Capital LLC (TRC | 0.1% | 2,911 | $3K |
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