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MARIMED INC.
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| MARIMED INC. | ||
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2023 02090. June 8, 2023 accompanying Proxy Statement. Holders are also available at www.proxyvote.com June 8, 2023 April 27, 2023. JUNE 8, 2023 are also available at www.proxyvote.com Jon R. Levine has served as our David Allen has been a director since June 2019. He brings over 24 years of experience as a director, nominees. Timothy Shaw has served as our As of the date of this Proxy Statement, Ms. Tucker is not on any Board committee. The appointment of Ms. Tucker to one or more of the Board committees is expected to occur at the meeting of the Board immediately following the Annual Meeting. approving the compensation and benefits of our executive officers; independent and objective assessment of risk by our Board, and (vi) provides an independent spokesperson for our Company. COMPENSATION OF DIRECTORS Each RSU represents a contingent right to receive one Common Share and converts to Common Shares on a one-for-one basis. Fees Earned or Paid in Cash Stock Awards Option Awards Option Awards(4) Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date The 2022. the approval, on an advisory basis, of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS☐x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 
OctoberJune 8, 20232022September 23, 202220222023 Annual Meeting of Stockholders of MariMed Inc. at 10:00 a.m. Eastern Daylight Time on October 27, 2022June 8, 2023 at the Hilton Boston/Dedham HotelCourtyard by Marriott Boston Dedham/Westwood, located at 25 Allied Drive, Dedham,64 University Avenue, Westwood, Massachusetts 02026.support.support, interest and investment in MariMed.Sincerely, 
Robert FiremanEdward GildeaChairman and Chief Executive Officerof the Board October 27, 2022Annual Meetingannual meeting of Stockholdersstockholders of MariMed Inc. (the “Company”“Company”) will be held at the Hilton Boston/Dedham HotelCourtyard by Marriott Boston Dedham/Westwood, located at 25 Allied Drive, Dedham,64 University Avenue, Westwood, Massachusetts 02026, on Thursday, October 27, 2022 at 10:00 a.m. Eastern Daylight Time02090. At the meeting, we will consider and vote upon the following proposals:purposefiscal year ending December 31, 2023; andconsideringsuch other business as may properly come before the meeting and acting uponany adjournment or adjournments thereof.following:1.The election of five (5) Directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified;2.The advisory approval of the appointment of M&K CPAs PLLC as the Company’s independent auditors for the fiscal year ending December 31, 2022; and5.The transaction of such other business as may properly come before the meeting and any adjournment or adjournments thereof. of the Company’s outstanding shares of common stock of record at the close of business on September 7, 2022April 10, 2023 are entitled to notice of and to vote at the meeting, or any adjournment or adjournments thereof. A complete list of such stockholders will be available for examination by any stockholder at the meeting.By order of the Board of Directors, 
Robert FiremanEdward GildeaChairman and Chief Executive Officerof the BoardSeptember 23, 2022OCTOBER 27, 2022JUNE 8, 2023October 27, 2022“Board”“Board”) of MariMed Inc. (the “Company,“Company,” “we,“we,” “us,“us,” “our,“our,” or any derivative thereof) to be used at the Annual Meetingannual meeting of Stockholdersstockholders (the “Annual Meeting”“Annual Meeting”) to be held at the Hilton Boston/Dedham HotelCourtyard by Marriott Boston Dedham/Westwood, located at 25 Allied Drive, Dedham,64 University Avenue, Westwood, Massachusetts 02026,02090, on Thursday, October 27, 2022June 8, 2023 at 10:00 a.m. Eastern Daylight Time for the purposes set forth in the Notice of Meeting and this Proxy Statement. The Company’s principal executive offices are located at 10 Oceana Way, Norwood, Massachusetts 02062. The approximate date on which this Proxy Statement, the accompanying Proxy and the Company’s Annual Report for the year ended December 31, 2021 (“Annual Report”2022 (the “Annual Report”) will be mailed to stockholders entitled to vote at the Annual Meeting is September 23, 2022.OCTOBER 27, 2022September 7, 2022April 10, 2023 (the “Record Date”“Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, we had 338,738,994348,133,226 shares of common stock, par value $0.001 per share (“Common Shares”Shares”) outstanding, 4,908,333 shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Shares”Shares”) outstanding and 6,216,216 shares Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Shares”Shares”) outstanding. Each Common Share is entitled to one vote, each Series B Preferred Share is entitled to the number of votes equal to the number of whole Common Shares into which the Series B Preferred Shares are convertible as of the Record Date and the Series C Preferred Shares are non-voting shares. As of the Record Date, each Series B Preferred Share is convertible into one Common Share and therefore entitled to one vote. The Common Shares and the Series B Preferred Shares (collectively, the “Shares”“Shares”) will vote together as a single class on the matters to be voted on at this Annual Meeting. In the aggregate, 343,647,327353,041,559 votes may be cast at the Annual Meeting. Shares represented by each properly executed, unrevoked proxy received in time for the Annual Meeting will be voted as specified. A quorum will be present at the Annual Meeting if stockholders owning a majority of the Shares outstanding on the Record Date are present at the meeting in person or by proxy.“Proxyholders”“Proxyholders”) pursuant to the enclosed proxy will vote the Shares represented as directed in the signed proxy. Unless otherwise directed in the proxy, the Proxyholders will vote the Shares represented by the proxy: (i) for the election of the director nominees named in this Proxy Statement; (ii) for the advisory approval of the appointment of M&K CPAs PLLC as the Company’s independent auditors for the year ending December 31, 20222023 (the “Approval“Approval of Auditors”Auditors”) and (iii) in their discretion, on any other business that may come before the Annual Meeting and at any adjournments of the Annual Meeting.1non-votes”non-votes”). If your broker holds your Shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your Shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed Shares on that proposal. At the Annual Meeting, only the Approval of Auditors (Proposal No. 2) is considered a routine matter. All other proposals are considered “non-routine,” and your broker will not have discretion to vote on those proposals. Broker non-votes will, however, be counted towards determining whether or not a quorum is present.2022.2023. An abstention from voting on approval of auditors will be treated as “present” for quorum purposes. However, since an abstention is not treated as a “vote” for or against the matter, it will have no effect on the outcome of the vote on this matter.2NameAgePositionName Age Position Robert FiremanJon R. Levine7458Chief Executive Officer, President, Treasurer, Secretary and Director Edward Gildea (1)(2) 71 Director and Chairman of the Board David Allen (3)(4)(5) 68 Jon R. Levine57President, Treasurer, Secretary and DirectorEva Selhub, M.D. (4)(5)54Director Eva Selhub, M.D. (4) 55 David Allen(1)(5)67Director Kathleen Tucker 63 Edward Gildea(2)(3)71Director (1)Chairman of the Audit Committee.(2)Audit Committee Member.(3)Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee.(4)Member of the Compensation Committee.(5)Member of the Nominating and Corporate Governance Committee.Robert Fireman has served as our chief executive officer since 2017, our chairman of the board since 2018, and has been a director since our formation. Until September 2022, Mr. Fireman also served as our president. Mr. Fireman is a seasoned executive and an early pioneer and visionary in the cannabis industry. Under his leadership, we have applied for and been awarded legal cannabis licenses in multiple states and have overseen the development of state of the art, regulatory compliant cannabis cultivation, production, and retail facilities. Mr. Fireman was a founder and director of Consumer Card Marketing, Inc., a pioneer in the development of retail loyalty marketing programs for the supermarket and drug store industries that was sold to News America Marketing, a division of News Corp. Mr. Fireman has been a practicing attorney for over 30 years. Mr. Fireman’s legal acumen and entrepreneurial experience in diverse industries serve as tremendous assets in navigating our company through the complex, regulated emerging cannabis industry. In addition, he draws on his experience in direct marketing and loyalty programs, identity security, hydroponic farming, medical billing, and many other consumer facing applications to benefit the challenges and issues facing our growth and success. Mr. Fireman’s experience in the emerging cannabis industry and his professional background makes him well-qualified to serve as a director and Chairman of the Board.presidentChief Executive Officer since February 2023, President since September 2022, and our treasurer, secretaryTreasurer, Secretary and a director since 2016. In September 2022,February 2023, he was promoted to presidentChief Executive Officer from his position as chief administrative officer. PriorInterim Chief Executive Officer, a position that he held since December 2022, when Robert Fireman, our former Chief Executive Officer, unexpectedly passed away. In September 2022, Mr. Levine was promoted to President from his position as Chief Administrative Officer. Before that, in May 2022, he was promoted to the position of chief administrative officerChief Administrative Officer from his position as chief financial officer.Chief Financial Officer. Mr. Levine has over ten years of experience in the cannabis industry. He possesses over 20 years of experience in commercial real estate development, management, and financial services. Mr. Levine was a partner at Equity Industrial Partners, a national commercial real estate management group. He also has past experience in banking at US Trust Bank as an asset-based lender, in the leasing industry with AT&T Financial Services, and with New Court Financial as a senior credit officer. Mr. Levine’s experience in the cannabis industry and his professional background make him an important part of our management team and make him well-qualified to serve as a member of the Board.Eva Selhub, M.D. has served as our chairman of the Board since February 2023 and has been a director since September 2019. Dr. Selhubour formation. Mr. Gildea is currently a board-certified physician, speaker, scientist, executive leadership and performance coach, consultantpartner in the field of corporate wellness and resilience, and an author.law firm Fisher Broyles LLP, a position he has held since 2014. From August 1997 to November 2016, she served as an instructor and lecturer of medicine at Harvard Medical School. During this period, Dr. Selhub simultaneously held other positions at Tufts University, Massachusetts General Hospital, as well as other professional healthcare/medical organizations. From October 2006 to October 2017, she2013, Mr. Gildea was President, Chief Executive Officer, and Chairman of Converted Organics Inc., a senior physician at Benson Henry Institute for Mind/Body Medicine at Massachusetts General Hospital. From August 2016 to present, she has beenpublicly held green technology company that manufactured and sold an adjunct scientist of neuroscience at Jean Mayer USDA Human Nutrition Research Center on Aging at Tufts University, one of six human nutrition research centers supported by the United States Department of Agriculture. Dr. Selhuborganic fertilizer made from recycled food waste. Mr. Gildea received a BachelorB.A. from The College of Arts degreethe Holy Cross and a J.D. from Suffolk University Law School. Mr. Gildea’s executive business experience was instrumental in anthropology from Tufts University in 1989 and her M.D. degree from Boston University School of Medicine in 1994. Dr. Selhub’s professional experience and backgroundhis selection as a physician, scientistmember of the Board. Mr. Gildea contributes expertise in the areas of mergers & acquisitions, strategic planning, funding, business development, and in mind-body medicine allow her to make valuable contributions to the Board and provide expertise to serve as one of our directors.executive leadership.3CEOchief executive officer and CFOchief financial officer of public companies. Since July 2021, he has been serving as Chief Financial Officer of Iconic Brands, Inc. (Iconic)(“Iconic”), a company specializing in the development, sale and distribution of alcoholic and non-alcoholic beverages. Prior to that, fromFrom June 2021 to November 2021, Mr. Allen served as audit committee chair of Charlie’s Holdings, Inc. (Charlie’s)(“Charlie’s”) (formerly known as True Drinks Holdings, Inc.), a company focused on the development, marketing and distribution of nicotine-based vapor products; fromproducts. From April 2019 to June 2021, Mr. Allen served as Chief Financial Officer of Charlie’s; from February 2018 to April 2019, he acted as a consultant to Iconic; from December 2014 to January 2018, Mr. Allen served as the Chief Financial Officer of WPCS International, Inc., an engineering firm focused on the deployment of communications networks; and from 2004 to 2017, Mr. Allen served as Chief Financial Officer of Bailey’s Express, Inc., a privately held trucking corporation, which filed for Chapter 11 bankruptcy in July 2017. Mr. Allen served as the Chapter 11 Plan Administrator for the bankruptcy case until December 2020, at which time the proceeding was closed. From June 2006 to June 2013, Mr. Allen served as the Chief Financial Officer and Executive Vice President of Administration at Converted Organics, Inc., after serving as audit committee chair of the board of Converted Organics. Mr. Allen is currently an Associate Professor of Accounting at Southern Connecticut State University (SCSU)(“SCSU”), a position he has held since 2017. For the 12 years prior, he was an Adjunct Professor of Accounting at SCSU and Western Connecticut State University. Mr. Allen is a licensed CPA and holds a bachelor’s degree in Accountingaccounting and aTaxationtaxation from Bentley College. Mr. Allen’s background as a director, CEOchief executive officer and CFOchief financial officer of public companies allows him to make valuable contributions to the Board.Edward Gildeahas been a director since our formation. Mr. GildeaSeptember 2019. Dr. Selhub is currently a partnerboard-certified physician, speaker, scientist, executive leadership and performance coach, consultant in the law firm Fisher Broyles LLP, a position he hasfield of corporate wellness and resilience, and an author. From August 1997 to November 2016, she served as an instructor and lecturer of medicine at Harvard Medical School. During this period, Dr. Selhub simultaneously held since 2014.other positions at Tufts University, Massachusetts General Hospital, as well as other professional healthcare/medical organizations. From October 2006 to 2013, Mr. GildeaOctober 2017, she was President,a senior physician at Benson Henry Institute for Mind/Body Medicine at Massachusetts General Hospital. From August 2016 to present, she has been an adjunct scientist of neuroscience at Jean Mayer USDA Human Nutrition Research Center on Aging at Tufts University, one of six human nutrition research centers supported by the United States Department of Agriculture. Dr. Selhub received a B.A. in anthropology from Tufts University in 1989 and her M.D. degree from Boston University School of Medicine in 1994. Dr. Selhub’s professional experience and background as a physician, scientist, and in mind-body medicine allow her to make valuable contributions to the Board and provide expertise to serve as one of our directors.Chairmanfounder of Converted Organics Inc.,Presence Enterprises, LLC, a publicly held green technology company that manufactureddistributor of CBD-infused health and sold an organic fertilizer made from recycled food waste. Mr. Gildea received a B.A. from The Collegewellness supplements and products. From 2015 to 2016, she was the Chief Operating Officer of one of the Holy CrossCompany's operating subsidiaries, and for the two years prior, she served as the Chief Operating Officer and co-founder of 3C Compassionate Care Center, a J.D.medical cannabis dispensary. Earlier in her career, Ms. Tucker gained valuable experience as Vice President and Head of Engineering at worldwide floral company FTD, Inc. and as Senior Vice President, Global Application Development at VISA, Inc. Ms. Tucker received an M.B.A. and B.S. degree in Operations and Computer Science from Suffolk University Law School. Mr. Gildea’s executive businessNorthern Illinois University. Ms. Tucker’s professional experience was instrumental in his selectionand diverse background allow her to make valuable contributions to the Board and provide expertise to serve as a memberone of the Board. Mr. Gildea contributes expertise in the areas of mergers & acquisitions, strategic planning, funding, business development, and executive leadership.our directors.nomineesand proxies that are signed and returned will be so votedunless otherwise instructed.Name Age Capacity in Which Served In Current Position Since Robert Fireman (1) 74 Chief Executive Officer and Chairman of the Board 2017 Jon R. Levine (1) 57 President(2), Treasurer, Secretary and Director 2017 Susan M. Villare 53 Chief Financial Officer May 2022 Timothy Shaw 43 Chief Operating Officer July 2021 (1)Biographical information with respect to Messrs. Fireman and Levine is provided above.(2)NameMr.Age Position Jon R. Levine was appointed as president on September 7, 2022.(1)58 Chief Executive Officer, President, Treasurer, Secretary and Director Susan M. Villare 54 Chief Financial Officer Timothy Shaw 44 Chief Operating Officer , has served as our chief financial officerChief Financial Officer since May 2022. Prior to joining our company, from February 2012 through April 2022, she served as the Senior Vice President of Financial Planning and Analysis and Treasurer of Ribbon Communications Inc. (“Ribbon”Ribbon”), a global provider of real time communications technology and IP optical networking solutions, from February 2012 through April 2022.solutions. Prior to Ribbon, Ms. Villare held senior leadership positions in the Finance departments of BigBand Networks, Inc., Burst Media and MatrixOne, Inc. Before her in-house career, Ms. Villare was a senior auditor at Pricewaterhouse and is a certified public accountant. She holds a Bachelor of ScienceB.S. in Accountingaccounting from Boston College.4chief operating officerChief Operating Officer since July 2021. Prior to that, since 2014, he was the Chief Operating Officer of MariMed Advisors Inc., our wholly owned subsidiary, since 2014.wholly-owned subsidiary. Mr. Shaw brings over 20 years of business leadership and operations excellence to the company,Company, along with deep rooteddeep-rooted technical expertise in agriculture, cultivation, hydroponics, processing, facilities management, and product development. He has over 10 years of cannabis also a United States Army veteran, having served for eight years, including four years of active duty.ethicethics (the “Code“Code of Ethics”Ethics”) that applies to our Board, executive officers and employees. A copy of the Code of Ethics was filed as Exhibit 14.1 to a previous annual report and is posted on our website at https://marimedinc.com/. The Code of Ethics was designed with the intent to deter wrongdoing, and to promote the following:●Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;●Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications we make;●Compliance with applicable governmental laws, rules and regulations;●The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and●Accountability for adherence to the code.and Dr. Selhub and Ms. Tucker are independent and represent a majority of its members. In determining director independence, the Board applies the independence standards set by the Nasdaq Stock Market (“NASDAQ”NASDAQ”). In applying these standards, our Board considers all transactions with the independent directors and the impact of such transactions, if any, on any of the independent directors’ ability to continue to serve on the Board.“Audit Committee”“Audit Committee”), a compensation committee (the “Compensation Committee”“Compensation Committee”) and a nominating and corporate governance committee (the “Nominating“Nominating and Corporate Governance Committee”Committee”). Each committee is made up entirely of independent directors as defined under section 5605(a)(2) of the NASDAQ rules. The members of the Audit Committee are Messrs. Allen and Gildea. Mr. Allen is also the chairman of the Audit Committee and qualifies as the “audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K. The members of the Compensation Committee are Mr.Messrs. Gildea and Dr. Selhub,Allen, and the members of the Nominating and Corporate Governance Committee are Messrs. Allen and Gildea and Dr. Selhub. Mr. Gildea is the chairman of both of these committees.Corporate Governance Committee have the responsibilities described below.●selecting, hiring and terminating our independent auditors;●evaluating the qualifications, independence and performance of our independent auditors;●approving the audit and non-audit services to be performed by the independent auditors;5●reviewing the design, implementation and adequacy and effectiveness of our internal controls and critical policies;●overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and other accounting matters;●with management and our independent auditors, reviewing any earnings announcements and other public announcements regarding our results of operations; and●preparing the report that the SEC requires in our annual proxy statement.“Exchange Act”“Exchange Act”). Specific responsibilities include the following:●approving the compensation and benefits of our executive officers;●reviewing the performance objectives and actual performance of our officers; and●administering our stock option and other equity and incentive compensation plans.Corporate Governance Committee Corporate Governance Committee assists the Board by identifying and recommending individuals qualified to become members of the Board. Specific responsibilities include the following:●evaluating the composition, size and governance of our Board and its committees and making recommendations regarding future planning and the appointment of directors to our committees;●establishing a policy for considering stockholder nominees to our Board;●reviewing our corporate governance principles and making recommendations to the Board regarding possible changes; and●reviewing and monitoring compliance with our Code of Ethics and Insider Trading Policy.2021,2022, the Board held six (6) meetings: four (4) regular meetings all of which were regularand two (2) special meetings. All directors attended or participated in at least 75% of the aggregate number of meetings of the Board and of the Board’s committees on which each applicable director served. It is our policy to encourage directors to attend the Annual Meeting. All of the director nominees who were directors at the time attended our 20212022 annual meeting of stockholders.6&K”&K”), our independent registered public accounting firm, and approves in advance all permissible non-audit services performed by them and other auditing firms. Although management has the primary responsibility for the financial statements and the reporting process including the systems of internal control, the Audit Committee consulted with management and M&K regarding the preparation of financial statements, the adoption and disclosure of our critical accounting estimates, and generally oversees our relationship with M&K.20212022 and met with management to discuss such audited financial statements. The Audit Committee has discussed with M&K the matters required to be discussed pursuant to applicable auditing standards. The Audit Committee has received the written disclosures and the letter from M&K required by the Public Company Accountant Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with M&K its independence from us and our management. M&K had full and free access to the Audit Committee. Based on its review and discussions, the Audit Committee recommended that our audited financial statements for the year ended December 31, 20212022 be included in our Annual Report on Form 10-K for the year then ended as filed with the SEC.U.S. Securities and Exchange Commission.AUDIT COMMITTEE: David Allen Edward Gildea Corporate Governance Committee is responsible for nominating director candidates for the annual meeting of stockholders each year and considered director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating and Corporate Governance Committee may also take into consideration the number of Shares held by the recommending stockholder and the length of time that such shares have been held. Corporate Governance Committee for recommendation to the Board for nomination as a director candidate, a stockholder must submit the recommendation in writing and must include the following information: (i) the name of the stockholder and evidence of the person’ssuch stockholder’s ownership of Shares (including the number of Shares owned and the length of time of ownership); (ii) the name of the candidate; (iii) the candidate’s resume or a listing of his or hersuch candidate’s qualifications to be a director of the Company; and (iv) the person’s consent to be named as a director if selected and nominated by the Board.Corporate Governance Committee, within the time period prescribed by Rule 14a-8 under the Exchange Act.orand professional activities. The Board’s criteria for evaluating potential candidates include the following: (i) an understanding of the Company’s business environment, (ii) the possession of such knowledge, skills, expertise and diversity of experience that would enhance the Board’s ability to manage and direct the affairs and business of the Company, and (iii) certain characteristics common to all Board members, including integrity, strong professional reputation and record of achievement, constructive and collegial personal attributes, and the ability and commitment to devote sufficient time and energy to Board service.7Robert Fireman has served asboardBoard. Edward Gildea has been serving as our non-executive chairman since February 2023 and chief executive officerhas been a director since our formation. Prior to that, since July 2017. According to our By-Laws2017, the rolesposition of chairman of the board andwas held by Robert Fireman, our former chief executive officer, are held by the same person. Ouruntil he passed away in December 2022. The Board regularly evaluates ourits leadership structure and determinesrole in risk oversight on an ongoing basis and makes decisions on the most appropriatebasis of what it considers to be best for the Company at any given point in time. Currently, our Board leadership structure based upon its assessmentconsists of our position, strategy, and our long-term plans. The Board also considers the specific circumstances we face and the characteristics and membership of the Board. At this time, the Board has determined that having Robert Fireman serve as both thean independent chairman of the board, anda separate chief executive officer, is inand strong committee chairs. The Board believes its leadership structure provides for appropriate independence between the best interestBoard and management because the current leadership structure offers the following benefits: (i) increased independent oversight of the Company and enhanced objective evaluation of our stockholders. We believe this structure makes the best use ofchief executive officer by our Board, (ii) allows the chief executive officer’s extensive knowledgeofficer to focus primarily on company operations instead of our business and personnel, our strategic initiatives and our industry, and also fosters real-timeBoard administration, (iii) provides the chief executive officer with an experienced sounding board, (iv) provides greater opportunities for communication between management and our Board, (v) enhances the Board.8isfor the year ended December 31, 2022 was comprised of an annual grant of 33,333 restricted stock options to purchase up to 100,000 Common Shares with a five-year term at an exercise price equal to the fair value the Common Sharesunits (“RSUs”) that will vest on the grant date,April 27, 2023, and cash compensation of $6,250 per quarter. information concerning the compensation paid to each of to the Company’s non-employee directors during 2021the year ended December 31, 2022 for their services rendered as directors.Name Total ($) Eva Selhub, M.D. (1) $ 25,000 $ - $ 60,890 $ 85,890 David Allen (2) $ 25,000 $ - $ 60,890 $ 85,890 Edward Gildea (3) $ 25,000 $ - $ 60,890 $ 85,890 Total ($) David Allen $ 25,000 $ 17,666 $ — $ 42,666 Edward Gildea $ 25,000 $ 17,666 $ — $ 42,666 Eva Selhub, M.D. $ 25,000 $ 17,666 $ — $ 42,666 (1)Dr. Selhub held 200,000 stock options at December 31, 2021.(2)Mr. Allen held 200,000 stock options at December 31, 2021.(3)Mr. Gildea held 300,000 stock options at December 31, 2021.during the fiscal periods ending December 31, 2021 and 2020, to our Chief Executive Officer, our former Chief Executive Officer, and our two other most highly compensated executive officers whose(the “Named Executives”).Name and Principal Position Year Salary Bonus (1) Stock Awards (2)(3) All Other
Compensation (4)Total Jon R. Levine (5) 2022 $ 325,000 $ 130,000 $ 441,666 $ — $ 26,740 $ 923,406 Chief Executive Officer and President 2021 $ 237,981 $ – $ 23,000 $ 6,253,226 $ 22,960 $ 6,537,167 Robert Fireman (6) 2022 $ 336,539 $ 140,000 $ 441,666 $ — $ 8,873 $ 927,078 Former Chief Executive Officer 2021 $ 250,192 $ – $ 23,000 $ 6,253,226 $ 4,438 $ 6,530,856 Susan M. Villare (7) 2022 $ 186,346 $ – $ 217,000 $ 155,356 $ 10,446 $ 569,148 Chief Financial Officer Timothy Shaw 2022 $ 300,000 $ 120,000 $ 353,333 $ — $ 25,857 $ 799,190 Chief Operating Officer 2021 $ 223,269 $ — $ – $ 1,563,307 $ 22,114 $ 1,808,690 exceeded $100,000actually received by the Named Executives. Instead, the amounts primarily reflect the grant date fair value of each stock award granted to each Named Executive. The grant date fair values of stock awards were calculated in accordance with ASC 718. The grant date fair value of restricted stock grants and RSUs is equal to the closing price of our Common Shares on the date of grant. We use the Black-Scholes valuation model to calculate the grant date fair value of stock options. The Black-Scholes valuation model incorporates assumptions regarding the risk-free rate of return, expected stock dividends, stock price volatility and the estimated life of options to calculate the grant date fair value of an option.2021. (the ‘‘Named Executives’’).2022 for Mr. Levine, Ms. Villare and Mr. Shaw do not include amounts earned under the Company’s annual bonus incentive program for the 2022 fiscal year, which amounts were paid in the form of RSUs granted on March 7, 2023, and which will vest as follows: 1/3 will vest on March 7, 2024 and 1/6 will vest on each of September 7, 2024, March 7, 2025, September 7, 2025 and March 7, 2026. In connection with this program, Mr. Levine was granted 140,000 RSUs, with a grant date fair value of $65,800; Ms. Villare was granted 60,000 RSUs, with a grant date fair value of $28,800; and Mr. Shaw was granted 130,000 RSUs, with a grant date fair value of $61,100.SUMMARY COMPENSATION TABLE(1)(2)(4)Name and principal
position Year Salary Bonus Stock Awards(3) All Other
Compensa-tion Total Robert Fireman 2021 $ 250,192 $ - $ 23,000 $ 6,253,226 $ - $ 6,526,418 Chief Executive Officer 2020 $ 31,846 $ - $ - $ - $ - $ 31,486 Jon R. Levine 2021 $ 237,981 $ - $ 23,000 $ 6,253,226 $ - $ 6,514,207 President (5) 2020 $ 37,846 $ - $ - $ - $ - $ 37,486 Timothy Shaw 2021 $ 223,269 $ - $ - $ 1,563,307 $ - $ 1,786,576 Chief Operating Officer 2020 $ 158,139 $ 1,751 $ - $ 5,967 $ - $ 165,857 (1)The compensation reported in the Table does not include other personal benefits, the total values of which do not exceed $10,000.(2)Pursuant to the regulations promulgated by the SEC, the Table omits columns reserved for types of compensation not applicable to us.(3)Amounts represent the fair value of stock awards valued on grant date and recognized over the vesting period for financial reporting purposes.(4)Amounts represent the fair value of option awards valued on grant date using the Black-Scholes pricing model and recognized over the vesting period for financial reporting purposes.(5)Mr. Levine was appointed as president on September 7, 2022.(the “Effective Date”), with each of Robert Fireman (the “Fireman Employment Agreement”), Jon R. Levine (the “Levine Employment Agreement”“Levine Agreement”) and Timothy Shaw (the “Shaw Employment Agreement”).Shaw. In May 2022, the Levine Employment Agreement was amended toin connection with the change in his title from Chief Financial Officer to Chief Administrative Officer. On September 7, 2022, the Levine Employment Agreement was again amended toin connection with the change in his title from Chief Administrative Officer to President.9Firemanrespective Employment Agreement:●Title –Chief Executive Officer;●Term – July 1, 2021 through June 30, 2024 (the “Term”), subject to earlier termination;●Duties – The executive will have such duties and responsibilities, consistent with past practice, as are customary for the executive’s position (including the executive’s positions in effect prior to the Effective Date) and any other duties, responsibilities, or offices he may be reasonably assigned by the Board of Directors of the Company;●Base compensation – The executive will be paidAgreements: of $350,000 per year;●Incentive compensation – The executive will be eligible to receive an annual bonus (the “Performance Bonus”) for each of the Company’s fiscal years during the Term, with such annual bonus to have a targeted amount equal to 75% of the executive’s base salary for the year. The Performance Bonus, if any, generally will be based on the extent to which performance goals established by the Company for each of such years have been met;●Equity compensation – The executive will be granted non-qualified stock options as follows: (i) for 5,000,000 Common Shares, exercisable at 100% of the fair market value on the date of the agreement, subject to vesting; (ii) for 5,000,000 Common Shares, exercisable at 100% of the fair market value on the date of grant, subject to vesting, on the date that the Company’s stockholders approve the Plan Amendment; and (iii) an additional option grant on each anniversary of the Effective Date in the sole discretion of the Company’s Compensation Committee;●Termination Payments; Severance – In the event executive’s employment is terminated prior to the end of the Term, the executive will be entitled to any accrued but unpaid base salary, unpaid prior year’s Performance Bonus, incurred but unpaid reimbursable expenses, and accrued and unused vacation time. In addition, if the termination of employment is: (i) due to death or Total Disability (as defined), the executive would also be entitled to a pro rata portion of the Performance Bonus, if any, attributable to the year of termination plus medical and group health insurance benefits for a period of six months beginning on the date of termination; and (ii) without Cause (as defined) or with Good Reason (as defined), the executive would also be entitled to a pro rata portion of the Performance Bonus, if any, attributable to the year of termination plus a lump sum severance payment equal to the greater of $500,000 or his Annualized Pay (as defined);●Covenants – The agreement includes, among other covenants, a covenant not to compete or directly or indirectly solicit employees, agents, consultants, or representatives of the Company during the Term and for post-employment periods.The material terms of $375,000, effective March 1, 2023, with a target bonus opportunity equal to 60% of his then-applicable annual base salary and a maximum bonus opportunity equal to 120% of his then-applicable annual base salary.Employment Agreement are the same asMs. Villare, and Mr. Shaw (each, an “Executive”) is entitled to severance payments and benefits upon certain terminations of employment under the terms of their respective Employment Agreement. Upon termination of an Executive’s employment by the FiremanCompany without Cause or by an Executive for Good Reason (each as defined in the Employment Agreement except that Mr. Levine’s title, as amendedAgreements), such Executive is entitled to date, is thatseverance payments equal to: (i) 12 months of President and his annualhis/her base salary, is $325,000. Similarly,payable over 12 months following termination; (ii) the material termsaggregate sum of the ShawCompany’s share of medical, dental, and vision insurance premiums for such Executive and his/her dependents for a 12-month period, payable over 12 months following termination; (iii) in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive a prorated target bonus, prorated based on the number of days actually employed in such fiscal year (the “Pro Rata Bonus”), payable on the severance commencement date; and (iv) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the target bonus (the “Target Bonus”), payable on the severance commencement date. In addition, upon such termination,Agreement areAgreements), such Executive is entitled to receive a cash lump sum payment equal to: (a) the samesum of 24 months of such Executive’s base salary; (b) two times such Executive’s target bonus for the calendar year in which the date of termination occurs; (c) the aggregate sum of the Company’s share of medical, dental, and vision insurance premiums for such Executive and his/her dependents for a 24-month period; (d) if in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive the Pro Rata Bonus, payable on the severance commencement date; and (e) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the Target Bonus, payable on the severance commencement date. In addition, upon such termination, any of such Executive’s unvested equity awards outstanding immediately prior to the date of termination will automatically become fully vested and exercisable as of the date of termination.Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (1) Market Value of Shares or Units of Stock That Have Not Vested ($) (2) Jon R. Levine 5,000,000 – – $ 0.88 07/09/26 833,333 $ 296,667 5,000,000 – – $ 0.90 10/01/26 Susan M. Villare 100,000 300,000 – $ 0.64 05/02/27 — $ — Timothy Shaw 50,000 – – $ 0.30 03/31/25 666,667 $ 237,333 1,250,000 – – $ 0.88 07/09/25 1,250,000 – – $ 0.90 10/01/26 Fireman Employment Agreement except that Mr. Shaw’s title is thatmarket value of Chief Operating Officer, his annual base salary is $300,000, and his initial grantsunvested RSUs was determined by multiplying the number of non-qualified stock options are each for 1,250,000such RSUs by $0.3560, the closing market price per Common Shares.
Share on December 30, 2022.10Stock Option Grants2021, concerning unexercised options, unvested stock and equity incentive plan awards for the Named Executives.OUTSTANDING EQUITY AWARDS AT YEAR-ENDED DECEMBER 31, 2021Name Robert Fireman 2,500,000 2,500,000 - $ 0.90 10/01/26 Robert Fireman 2,500,000 2,500,000 - $ 0.88 07/09/26 Jon R. Levine 2,500,000 2,500,000 - $ 0.90 10/01/26 Jon R. Levine 2,500,000 2,500,000 - $ 0.88 07/09/26 Timothy Shaw 625,000 625,000 - $ 0.90 10/01/26 Timothy Shaw 625,000 625,000 - $ 0.88 07/09/26 Timothy Shaw 50,000 - - $ 0.30 03/31/25 Company Equity Compensation PlansThe following table sets forth information as of December 31, 20212022 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights Weighted-average
exercise price of
outstanding
options, warrants
and rights Number of
securities
remaining available
for future
issuance under equity
compensation plans Equity compensation plans approved by stockholders(1) 39,821,671 $ 0.91 28,618,664 Equity compensation plans not approved by stockholders - $ - - Total 39,821,671 $ 0.91 28,618,664 Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rightsWeighted-average
exercise price of
outstanding
options, warrants
and rights (2)Number of
securities
remaining available
for future
issuance under equity
compensation plansEquity compensation plans approved by stockholders (1) 38,104,672 $ 0.82 29,969,580 Equity compensation plans not approved by stockholders – $ – – Total 38,104,672 $ 0.82 29,969,580 (1)Consists of options exercisable for (i) 39,821,671 shares granted Incentive Plan (hereinafter defined) of which 3,456,250 shares continue to be subject to the terms of the Company’s 2018 Stock Award and Incentive Plan.The Company’s Amended and Restated 2018 Stock Award and Incentive Plan, as amended (the “Incentive“2018 Plan”).”) do not require a payment by the recipient to us at the time of vesting. As such, the weighted average exercise price does not take these awards into account.2019, the Company’s stockholders approved the Incentive Plan. In September 2021, the stockholders approved an amendment to the Incentive2018 Plan, increasing the aggregate number of shares reserved for issuance from 40,000,000 to 70,000,000.11Incentive2018 Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards. Each award under the Incentive2018 Plan is subject to the Company’s clawback policy in effect at the time of grant of the award. Shares actually delivered in connection with an award will be counted against the aggregate number of reserved shares. Shares will remain available for new awards if an award under the Incentive2018 Plan expires, is forfeited, canceled, or otherwise terminated without delivery of shares or is settled in cash. Each award under the Incentive Plan is subject to the Company’s clawback policy in effect at the time of grant of the award.Incentive2018 Plan or the authority to grant awards thereunder without stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the Company’s stock may then be listed. Unless earlier terminated, the granting of awards under the Incentive2018 Plan will terminate ten years after stockholder approval of the Incentive2018 Plan and the Incentive Plan will terminateor when no shares remain available and the Company has no further obligation with respect to any outstanding award.2021.Each of Robert Fireman and Jon Levine was not timely in the filing of one Form 4 during the fiscal year ended December 31, 2021 relating to options exercised in December 2021.Effective July 1, 2021, we entered into the Fireman Employment Agreement, the Levine Employment Agreement and the Shaw Employment Agreement, all as described hereinabove.In July 2021, we granted five-year options to purchase up to 100,000 Common Shares to each of our three independent board members at an exercise price of $0.88 per share.In December 2021, Messrs. Fireman, our Chief Executive Officer, and Levine, our then Chief Financial Officer, each exercised options to purchase 100,000 Common Shares on a cashless basis. exercise price of $0.63 per share was paid via the surrender by each individual of 73,256 Common Shares.In April 2020, we issued options to purchase up to 50,000 Common Shares to Mr. Shaw, our Chief Operating Officer, with an exercise price of $0.30 per share and expiring three years from grant date. The fair value of these options of approximately $6,000 was charged to compensation expense over the annual vesting period.In 2020, options to purchase an aggregate of 550,000 Common Shares were exercised by Mr. Fireman, Mr. Levine and an independent board member at exercise prices of $0.13 and $0.14 per share.OurCompany’s corporate offices are leased from an entity in which the Company’s President and Chief Executive Officer ("Mr. LevineLevine") has an investment interest. This lease expires in October 2028 and contains a five-year extension option. In 2021 and 2020, expenses incurredExpenses under this lease approximated $156,000 in both years.
of the years ended December 31, 2022 and 2021 approximated $156,000.12We procureMr. Shaw. The aggregate purchasesthe Company’s Chief Operating Officer (the “COO”). Purchases from this entity in 2021totaled $4.8 million and 2020 approximated $4.9 million in the years ended December 31, 2022 and $2.5 million,2021, respectively.We payourits Betty’s Eddies product line to an entity owned by Mr. Shawthe COO and the Company's Chief Revenue Officer (the "CRO") under a royalty agreement. This agreement was amended effective January 1, 2021 whereby, among other modifications, the royalty percentage changed from 2.5% on all sales of Betty’s Eddies products to (i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by us, orthe Company and between 1.3% and 2.5% if licensed by usthe Company for sale by third-parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of futurethird parties. Future developed products within the product line(i.e., ice cream) have a royalty rate of 0.5% if sold directly by us, orthe Company and between 0.125% and 0.135% if licensed by usthe Company for sale by third-parties, respectively.third parties. The aggregate royalties due to this entity infor the years ended December 31, 2022 and 2021 approximated $219,000 and $266,000, respectively.approximated $266,000 and $615,000, respectively.In 2021 and 2020, one of our majority owned subsidiaries paid aggregate distributionscomprised of approximately $44,000 and $30,000, respectively,$460,000 paid to Messrs.Mr. Fireman, $653,000 paid to entities owned by Mr. Fireman and Mr. Levine, who own minority equity interests in such subsidiary. In 2021, another of our majority owned subsidiariesand $45,000 paid distributions of approximately $7,000 to a current employee who owns a minority equity interest in such subsidiary.Ourstockholder of the Company.arewith outstanding balances of $13.5 million, $6.2 million and $0.8 million, respectively, were personally guaranteed by Messrs. Fireman andMr. Levine.Name and Address of Beneficial Owner (1) Amount & Nature of Beneficial Owner % of Class (2) Robert Fireman 33,581,962 (3) 9.63 % Jon R. Levine 36,696,727 (3) 10.52 % Susan M. Villare 450,000 (4) * Timothy Shaw 12,849,508 (5) 3.76 % Eva Selhub, M.D. 200,000 (6) * David Allen 200,000 (6) * Edward Gildea 529,391 (7) * All directors and executive officers as a group (seven persons) 84,507,588 (7) 23.34 % *Less than one percent.(1)The business address for each person named is c/o MariMed Inc., 10 Oceana Way, Norwood, MA 02062.(2)Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 whereby shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted. All percentages are determined based on 338,738,994 Common Shares outstanding as of Record Date.13Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percentage of Common Stock Outstanding Jon R. Levine 63,767,914 (2) 17.32 % Susan M. Villare 550,000 (3) * Timothy Shaw 10,960,619 (4) 3.12 % Edward Gildea 462,724 (5) * David Allen 233,333 (5) * Eva Selhub, M.D. 233,333 (5) * Kathleen Tucker 200,000 * All directors and executive officers as a group (seven persons) 76,407,923 (6) 20.55 % (3)Includes 10,000,000 currently exercisable stock options.(4)Includes 100,000 currently exercisable stock options.(5)Includes 2,550,000 currently exercisable stock options.(6)Includes 200,000 currently exercisable stock options.(7)Includes 300,000 currently exercisable stock options(8)Includes 23,350,000 currently exercisable stock optionsAdvisory approval2021.2022. One or more representatives of M&K is expected to be at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from our stockholders.expects to appointhas appointed M&K to serve as independent auditors to conduct an audit of our accounts for the 20222023 fiscal year. However, the Board is submitting this matter to our shareholders as a matter of good corporate practice. If the stockholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will take that into consideration when deciding whether to retain M&K and may retain that firm or another without re-submitting the matter to the stockholders. Even if stockholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.this proposaland proxies that are signed and returned will be so votedunless otherwise instructed.1420212022 and 2020. Year Ended December 31, 2021 2020 Audit fees (1) $ 128,000 $ 97,279 Audit-related fees (2) - - Tax fees (3) - - All other fees (4) 2,500 1,500 Total accounting fees and services $ 130,500 $ 98,779 Year Ended December 31, 2022 2021 Audit fees (1) $ 150,000 $ 128,000 Audit-related fees (2) – – Tax fees (3) – – All other fees (4) 3,500 2,500 Total accounting fees and services $ 153,500 $ 130,500 (1)Fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our Quarterly Reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.(2)Fees for assurance and related services in connection with the performance of the audit or the review of our financial statements.(3)Fees for professional services with respect to tax compliance, tax advice, and tax planning.(4)Fees for permissible work that does not fall within any of the aforementioned categories of audit fees, audit-related fees, or tax fees.oursour independent registered public auditors were pre-approved by the Audit Committee, and prior to the establishment of the Audit Committee, by the full Board.152021,2022, including our Audited Consolidated Financial Statements (the “Form 10-K”“Form 10-K”), are included with the proxy materials for this Annual Meeting. Such report and consolidated financial statements contained therein are not incorporated herein by reference and are not considered part of this soliciting material.May 27, 2023,January 2, 2024, which is 120 calendar days before the one yearone-year anniversary date on which this Proxy Statement was mailed to our stockholders in connection with this Annual Meeting, and must otherwise comply with the rules promulgated by the SEC.October 27, 2022,June 8, 2023, then the deadline is a reasonable time before we begin to print and mail proxy materials for next year’s annual meeting. In such an event, we expect to issue a press release announcing such change and take reasonable steps necessary to inform other relevant parties of the change including intermediaries in the proxy process.16callwrite or writecall us at the following address or phone number: 10 Oceana Way, Norwood, Massachusetts 02062, (617) 795-5140.(781) 277-0007. If you want to receive separate copies of the annual report and proxy statement in the future or if you areBy order of the Board of Directors, 
Robert FiremanEdward GildeaChairman and Chief Executive OfficerNorwood, MassachusettsSeptember 23, 202217of the Board 
