22ND Century Group Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s fiscal 2025 executive compensation as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the proxy. Management seeks shareholder endorsement to validate its compensation design, which it says is intended to attract, motivate, and retain executives while aligning pay with Company performance and long‑term shareholder value. The proxy discloses that 2025 compensation includes base salaries, a newly implemented performance‑based incentive program (with a cash bonus tied largely to Adjusted EBITDA and individual objectives), and a long‑term equity incentive program (75% options and 25% RSUs vesting over three years). The vote is advisory and non‑binding, but the Board and Compensation Committee state they will review and consider the outcome when making future compensation decisions. Key contextual factors include the Company’s stage—commercial re‑introduction of VLN® products, limited revenue/profit history, and the Committee’s recent evolution of plan design after foregoing some awards in prior years—making shareholder feedback particularly relevant. Management frames the program as balancing competitive market needs with long‑term alignment through equity and performance metrics, while also describing clawback and anti‑hedging policies to mitigate risk. Given the Company’s small public float and concentrated governance, the advisory vote serves as an important governance signal about executive pay practices but does not alter contractual severance or award terms absent subsequent Board action. The Board’s recommendation for a FOR vote is grounded in its view that the disclosed compensation structure supports retention and alignment during a commercialization and scaling phase, and that the Compensation Committee will use stockholder feedback to refine future programs.