We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tilray Brands Inc | NASDAQ:TLRY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.4501 | -18.22% | 2.0199 | 2.02 | 2.03 | 2.34 | 1.96 | 2.29 | 93,648,766 | 00:59:59 |
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to §240.14a-12
|
|
Tilray, Inc.
|
|
|
(Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
|
•
|
All of the Class I, Class II and Class III director nominees, to serve until their respective terms expire or until their successors are duly elected and qualified, as described herein;
|
•
|
The non-binding advisory resolution on the named executive officer compensation;
|
•
|
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year; and
|
•
|
Any other business properly brought before the Annual Meeting.
|
1.
|
to elect each of the Class I, Class II and Class III director nominees, to serve until their respective terms expire or until their successors are duly elected and qualified, as described herein;
|
2.
|
to approve, the non-binding advisory resolution on the named executive officer compensation;
|
3.
|
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022; and
|
4.
|
to consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
|
1
|
2
|
|
Name
|
| |
Current Position
|
| |
Class
|
| |
Term Expires
|
| |
New Term
|
|
|
Irwin D. Simon
|
| |
Chairman of the Board of Directors; President and Chief Executive Officer
|
| |
Class II
|
| |
2023 annual meeting of stockholders
|
| |
2024
|
|
|
Renah Persofsky
|
| |
Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee; Independent Director
|
| |
Class II
|
| |
2023 annual meeting of stockholders
|
| |
2024
|
|
|
Jodi Butts
|
| |
Nominating & Governance Committee Member; Independent Director
|
| |
Class III
|
| |
2021 annual meeting of stockholders.
|
| |
2023
|
|
|
David Clanachan
|
| |
Audit Committee Member; Independent Director
|
| |
Class II
|
| |
2023 annual meeting of stockholders
|
| |
2024
|
|
|
Brendan Kennedy
|
| |
Director and Former CEO, Tilray
|
| |
Class I
|
| |
2022 annual meeting of stockholders
|
| |
2022
|
|
|
John M. Herhalt
|
| |
Chair of the Audit Committee; Independent Director
|
| |
Class I
|
| |
2022 annual meeting of stockholders
|
| |
2022
|
|
|
David Hopkinson
|
| |
Nominating and Governance Committee & Compensation Committee Member; Independent Director
|
| |
Class III
|
| |
2021 annual meeting of stockholders.
|
| |
2023
|
|
|
Thomas Looney
|
| |
Audit Committee & Compensation Committee Member; Independent Director
|
| |
Class III
|
| |
2021 annual meeting of stockholders.
|
| |
2023
|
|
|
Walter Robb
|
| |
Chair of the Compensation Committee & Audit Committee Member; Independent Director
|
| |
Class I
|
| |
2022 annual meeting of stockholders
|
| |
2022
|
|
3
|
4
|
•
|
elect the nine director nominees to our Board;
|
•
|
approve, the non-binding advisory resolution on the named executive officer compensation;
|
•
|
ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022; and
|
•
|
consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
|
1.
|
FOR the election of each of the nine director nominees;
|
2.
|
FOR approving, the non-binding advisory resolution on the named executive officer compensation; and
|
3.
|
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022.
|
•
|
To vote by “virtually” attending the Annual Meeting, login to the link: www.virtualshareholdermeeting.com/ TLRY2021 , and follow the instructions provided.
|
•
|
To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
|
•
|
To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by 11:59 PM, prevailing time, on November 21, 2021 to be counted.
|
5
|
6
|
|
Proposal
|
| |
Votes Required
|
| |
Voting Options
|
| |
Impact of
“Withhold” or
“Abstain” Votes
|
| |
Broker
Discretionary
Voting Allowed
|
|
|
Proposal No. 1:
Election of Directors
|
| |
The plurality of the votes of shares of the voting power present or represented by proxy. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected.
|
| |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
None(1)
|
| |
No(2)
|
|
|
Proposal No. 2:
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
|
| |
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
|
| |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
None(3)
|
| |
No(2)
|
|
|
Proposal No. 3:
Ratification of Appointment of Independent Registered Public Accounting Firm
|
| |
The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy
|
| |
“FOR” “AGAINST” “ABSTAIN”
|
| |
Will count as a vote “against”(4)
|
| |
Yes(5)
|
|
(1)
|
Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
|
(2)
|
As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.
|
(3)
|
A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
|
(4)
|
Abstentions and votes withheld will not be included in the numerator (since they are not affirmative votes) but will be included in the denominator (since they are shares “entitled to vote”). Therefore, abstentions and votes withheld will have the effect of a vote “against” the proposal.
|
(5)
|
As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
|
•
|
mail a written notice “revoking” your earlier vote to Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, NY 11717;
|
7
|
•
|
submit to Broadridge a properly completed and signed proxy card with a later date;
|
•
|
vote again telephonically or electronically (available until 11:59 p.m. Eastern Time on November 21, 2021); or
|
•
|
vote in person at the Annual Meeting; however, your virtual attendance at the Annual Meeting alone will not revoke your proxy.
|
•
|
as necessary to meet applicable legal requirements;
|
•
|
to allow for the tabulation and certification of votes; and
|
•
|
to facilitate a successful proxy solicitation.
|
8
|
9
|
10
|
11
|
12
|
Brendan Kennedy
|
||||||
|
| |
|
| |
|
|
| |
Director Since: January 2018
Age: 49
Committees: N/A
|
| |
Other Public Company Boards:
Mr. Kennedy is not a director of any other public company board.
|
Executive Highlights:
|
||||||
|
| |
|
| |
|
Brendan Kennedy is the former CEO and Founder of Tilray, Inc. Mr. Kennedy brings over 10 years of pioneering experience building industry-leading companies at the forefront of the global cannabis industry. He is also the co-founder of Privateer Holdings, the world’s first private equity firm to invest exclusively in legal cannabis, which has raised $200+ million to build a global portfolio of leading cannabis businesses. Before his transformative role in the cannabis industry, Mr. Kennedy was a member of the founding team at SVB Analytics, a non-bank affiliate of Silicon Valley Bank, where he managed an international team that rendered valuation opinions for emerging growth technology, life science, and venture capital companies. He holds a B.A. from the University of California, Berkeley; an M.S. from the University of Washington; and an M.B.A. from the Yale School of Management.
|
||||||
|
| |
|
| |
|
Select Skills and Qualifications:
|
||||||
|
| |
|
| |
|
Executive and public company board leadership, entrepreneurship, global business, technology, product innovation and business development experience, as well as in-depth knowledge of our industry, through service as our Founder and former Chief Executive Officer and Chairman.
|
13
|
14
|
Walter Robb
|
| |
Independent Director
|
|||
|
| |
|
| |
|
|
| |
Director Since: May 2021
Age: 67
Committees: Chair of the Compensation Committee & Audit Committee Member, Independent Director
|
| |
Other Public Company Boards:
Mr. Robb is currently a director of The Container Store Group Incorporated.
|
Executive Highlights:
|
||||||
|
| |
|
| |
|
Walter Robb is the former Co-Chief Executive Officer of Whole Foods Market and brings to Tilray a long and varied entrepreneurial history ranging from natural food retailer to farmer to consultant. Mr. Robb joined Whole Foods Market in 1991 and in 2010 was named co-Chief Executive Officer, at which time he joined the Whole Foods Market board of directors. He is a passionate advocate for greater food access in underserved communities and founded the Whole Kids Foundation during his tenure as Co-CEO. In 2017, Mr. Robb transitioned his leadership focus to mentoring and supporting the next generation of entrepreneurs through the creation of Stonewall Robb Advisors. Mr. Robb is an Executive in Residence at S2G Ventures and serves on the Board of Directors for Union Square Hospitality Group, The Container Store, FoodMaven, Hungry, HeatGenie and Apeel Sciences.
|
||||||
|
| |
|
| |
|
Select Skills and Qualifications:
|
||||||
Executive and public company board experience, and extensive entrepreneurship, management and governance experience.
|
15
|
16
|
|
Name
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and
Governance
Committee
|
|
|
Irwin D. Simon♦
|
| |
|
| |
|
| |
|
|
|
Jodi Butts
|
| |
|
| |
|
| |
*
|
|
|
David Clanachan
|
| |
*
|
| |
|
| |
|
|
|
John M. Herhalt
|
| |
+
|
| |
|
| |
|
|
|
David Hopkinson
|
| |
|
| |
*
|
| |
*
|
|
|
Brendan Kennedy
|
| |
|
| |
|
| |
|
|
|
Tom Looney
|
| |
*
|
| |
*
|
| |
|
|
|
Renah Persofsky++
|
| |
+
|
| |
|
| |
|
|
|
Walter Robb
|
| |
*
|
| |
+
|
| |
|
|
|
Total meetings in Fiscal Year 2021
|
| |
4
|
| |
5
|
| |
3
|
|
*
|
Committee Member
|
+
|
Committee Chair
|
++
|
Lead Director
|
♦
|
Chairman of the Board
|
17
|
•
|
the amount involved, exceeded or will exceed $120,000; and
|
•
|
any directors, executive officers or holders of more than 5% of capital stock of Tilray, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
18
|
19
|
|
Name
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and
Governance
Committee
|
|
|
Irwin D. Simon ♦
|
| |
|
| |
|
| |
|
|
|
Jodi Buttts
|
| |
|
| |
|
| |
*
|
|
|
David Clanachan
|
| |
*
|
| |
|
| |
|
|
|
John M. Herhalt
|
| |
+
|
| |
|
| |
|
|
|
David Hopkinson
|
| |
|
| |
*
|
| |
*
|
|
|
Brendan Kennedy
|
| |
|
| |
|
| |
|
|
|
Tom Looney
|
| |
*
|
| |
*
|
| |
|
|
|
Renah Persofsky++
|
| |
|
| |
|
| |
+
|
|
|
Walter Robb
|
| |
*
|
| |
+
|
| |
|
|
*
|
Committee Member
|
+
|
Committee Chair
|
++
|
Lead Director
|
♦
|
Chairman of the Board
|
20
|
•
|
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
|
•
|
helping to ensure the independence and performance of the independent registered public accounting firm;
|
•
|
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent accountants, our interim and year-end operating results;
|
•
|
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
|
•
|
reviewing our policies on financial risk assessment and risk management;
|
•
|
reviewing related-party transactions;
|
•
|
obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes their internal quality-control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and
|
•
|
approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.
|
•
|
reviewing and approving, or recommending to our Board for approval the compensation of our executive officers;
|
•
|
reviewing and approving, or recommending to our Board for approval the terms of compensatory arrangements with our executive officers;
|
•
|
administering our stock and equity incentive plans;
|
•
|
selecting compensation advisors and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;
|
•
|
reviewing and approving, or recommending to our Board for approval of the incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;
|
21
|
•
|
reviewing and establishing general policies relating to compensation and benefits of our employees; and
|
•
|
reviewing our overall compensation philosophy.
|
•
|
reviewing and recommending to our Board for approval the compensation of our directors;
|
22
|
•
|
reviewing periodically and evaluating director performance on our Board and its applicable committees and recommending to our Board and management areas for improvement;
|
•
|
interviewing, evaluating, nominating and recommending individuals for membership on our Board;
|
•
|
reviewing developments in corporate governance practices;
|
•
|
overseeing and reviewing our processes and procedures to provide information to our Board and its committees;
|
•
|
reviewing and recommending to our Board any amendments to our corporate governance policies; and
|
•
|
reviewing and assessing, at least annually, the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter.
|
23
|
|
Board of Directors
|
| |
$120,000
|
|
|
Chair of committee:
|
| |
|
|
|
Audit
|
| |
$20,000
|
|
|
Compensation
|
| |
$20,000
|
|
|
Nominating and Corporate Governance
|
| |
$20,000
|
|
|
Lead Independent Director:
|
| |
$90,000
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($)
|
| |
Stock
Awards ($)
|
| |
Total ($)
|
|
|
Former Directors
|
| |
|
| |
|
| |
|
|
|
Michael Auerbach(1)
|
| |
13,333
|
| |
—
|
| |
13,333
|
|
|
Rebekah Dopp(1)
|
| |
27,333
|
| |
—
|
| |
27,333
|
|
|
Soren Schroder(1)
|
| |
25,833
|
| |
—
|
| |
25,833
|
|
|
Christine St.Clare(1)
|
| |
27,500
|
| |
—
|
| |
27,500
|
|
|
Current Directors
|
| |||||||||
|
Jodi Butts(2)
|
| |
10,000
|
| |
—
|
| |
10,000
|
|
|
David F. Clanachan(2)
|
| |
10,000
|
| |
—
|
| |
10,000
|
|
|
John M. Herhalt(2)
|
| |
11,667
|
| |
—
|
| |
11,667
|
|
|
David Hopkinson
|
| |
10,000
|
| |
—
|
| |
10,000
|
|
|
Brendan Kennedy
|
| |
10,000
|
| |
—
|
| |
10,000
|
|
|
Thomas Looney
|
| |
10,000
|
| |
—
|
| |
10,000
|
|
|
Renah Persofsky(2)
|
| |
19,167
|
| |
—
|
| |
19,167
|
|
|
Walter Robb
|
| |
11,667
|
| |
—
|
| |
11,667
|
|
(1)
|
Each of Michael Auerbach, Rebekah Dopp, Soren Schroder and Christine St.Clare resigned as members of the Board effective April 30, 2021.
|
(2)
|
The fees have been converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
|
(3)
|
The table below lists the aggregate number of shares subject to outstanding equity awards held by each of our non-employee directors.
|
24
|
|
Name
|
| |
Number of shares
Subject to
Outstanding
Options as of May 31, 2021
|
| |
Number of shares
Underlying
RSUs as of May 31, 2021
|
|
|
Former Directors
|
| |
|
| |
|
|
|
Michael Auerbach(1)
|
| |
347,403
|
| |
—
|
|
|
Rebekah Dopp(1)
|
| |
—
|
| |
—
|
|
|
Soren Schroder(1)
|
| |
—
|
| |
—
|
|
|
Christine St.Clare(1)
|
| |
—
|
| |
—
|
|
|
Current Directors
|
| |
|
| |
|
|
|
Jodi Butts
|
| |
—
|
| |
33,276
|
|
|
David F. Clanachan
|
| |
—
|
| |
—
|
|
|
John M. Herhalt
|
| |
—
|
| |
51,414
|
|
|
David Hopkinson
|
| |
—
|
| |
42,751
|
|
|
Brendan Kennedy
|
| |
2,762,954
|
| |
—
|
|
|
Thomas Looney
|
| |
—
|
| |
51,414
|
|
|
Renah Persofsky
|
| |
30,710
|
| |
60,192
|
|
|
Walter Robb
|
| |
—
|
| |
42,751
|
|
(1)
|
Each of Michael Auerbach, Rebekah Dopp, Soren Schroder and Christine St.Clare (the “Former Directors”) resigned from the Board and from all committees of the Board of which such individual was a member, effective as of the Effective Time of the Business Combination. In connection with the change of control of Tilray, the Board accelerated the vesting of all unvested equity awards granted to the Former Directors. As of May 31, 2021, no RSU awards remained outstanding for the Former Directors.
|
25
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
|
|
| |
Common Stock Beneficially Owned
|
| |||
|
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
|
|
Greater than 5% stockholders:
|
| |
N/A
|
| |
N/A
|
|
|
Directors and Named Executive Officers:
|
| |
|
| |
|
|
|
Irwin D. Simon(1)
|
| |
1,584,483
|
| |
*
|
|
|
Renah Persofsky(2)
|
| |
106,541
|
| |
*
|
|
|
Jodi Butts(3)
|
| |
33,276
|
| |
*
|
|
|
David Clanachan
|
| |
—
|
| |
—
|
|
|
John M. Herhalt(4)
|
| |
51,414
|
| |
*
|
|
|
David Hopkinson(5)
|
| |
42,751
|
| |
*
|
|
|
Brendan Kennedy(6)
|
| |
10,859,302
|
| |
2.36%
|
|
|
Tom Looney(7)
|
| |
52,042
|
| |
*
|
|
|
Walter Robb(8)
|
| |
46,491
|
| |
*
|
|
|
Carl Merton(9)
|
| |
282,306
|
| |
*
|
|
|
Denise Faltischek(10)
|
| |
324,936
|
| |
*
|
|
|
Jim Meiers(11)
|
| |
239,346
|
| |
*
|
|
|
All current executive officers and directors as a group (12 individuals)(12)
|
| |
13,623,338
|
| |
2.96%
|
|
*
|
Represents less than one percent of the outstanding Common Stock.
|
(1)
|
Represents (a) 722,596 shares of Common Stock held directly by Mr. Simon and (b) 861,887 shares underlying options to purchase shares of Common Stock held directly by Mr. Simon.
|
26
|
(2)
|
Represents (a) 15,639 shares of Common Stock held directly by Ms. Persofsky, (b) 30,710 shares underlying options to purchase shares of Common Stock held directly by Ms. Persofsky that have fully vested, (c) 664 shares of Common Stock issuable pursuant to restricted stock units held directly by Ms. Persofsky that have fully vested, and (d) 59,528 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Ms. Persofsky ceases to serve as a director of the Company.
|
(3)
|
Represents 33,276 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Ms. Butts ceases to serve as a director of the Company.
|
(4)
|
Represents (a) 6,225 shares of Common Stock issuable pursuant to restricted stock units held directly by Mr. Herhalt that have fully vested and (b) 45,189 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Herhalt ceases to serve as a director of the Company.
|
(5)
|
Represents 42,751 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Hopkinson ceases to serve as a director of the Company.
|
(6)
|
Represents (a) 7,974,196 shares of Common Stock held directly by Mr. Kennedy, (b) 2,650,166 shares of Common Stock that are issuable upon the exercise of options held directly by Mr. Kennedy and (c) 234,940 shares of Common Stock held directly by a limited liability company, of which Mr. Kennedy is the sole member and has sole voting and investment power decisions as it relates to such limited liability company.
|
(7)
|
Represents (a) 628 shares of Common Stock held directly by Mr. Looney, (b) 6,225 shares of Common Stock issuable pursuant to restricted stock units held directly by Mr. Looney that have fully vested and (c) 45,189 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Looney ceases to serve as a director of the Company.
|
(8)
|
Represents (a) 4,190 shares of Common Stock held directly by Mr. Robb and (b) 42,751 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Robb ceases to serve as a director of the Company.
|
(9)
|
Represents (a) 220,207 shares of Common Stock held directly by Mr. Merton, (b) 43,839 shares of Common Stock issuable pursuant to restricted stock units held directly by Mr. Merton that have fully vested and (c) 18,260 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Merton ceases to serve as an officer of the Company.
|
(10)
|
Represents (a) 75,936 shares of Common Stock held directly by Ms. Faltischek and (b) 249,000 shares of Common Stock that are issuable upon the exercise of options held directly by Ms. Faltischek that have fully vested.
|
(11)
|
Represents (a) 73,363 shares of Common Stock held directly by Mr. Meiers and (b) 165,983 shares of Common Stock issuable upon the exercise of options held directly by Mr. Meiers.
|
(12)
|
Represents (a) 9,321,695 shares of Common Stock, (b) 3,957,746 shares of Common Stock that are issuable upon the exercise of options, (c) 56,953 shares of Common Stock issuable pursuant to restricted stock units and (d) 286,944 shares underlying restricted (deferred) stock units.
|
27
|
(1)
|
Mr. Kennedy became a non-employee director effective May 1, 2021.
|
28
|
•
|
enhance stockholder value by aligning the financial interests of our NEOs with those of our stockholders;
|
•
|
enable us to attract, motivate and retain the people needed to support our long-term goal of being an industry leader;
|
•
|
integrate compensation closely with the achievement of our business and performance objectives; and
|
•
|
reward the individual performance that contributes to our short-term and long-term successes.
|
29
|
•
|
an assessment of our executive compensation philosophy and plan structures and objectives;
|
•
|
the development of a peer group of companies for compensation comparison purposes;
|
•
|
a review of considerations and market practices related to short-term cash incentive plans and a review of long-term equity and other incentive trends in the cannabis, biotechnology, and consumer-packaged goods industries;
|
•
|
the collection of competitive compensation levels for each of our executive positions;
|
•
|
an assessment of our executives’ base salaries, cash bonuses, and equity compensation levels;
|
•
|
a review of our equity compensation strategy, including the development of award guidelines; and
|
•
|
a review of board of director compensation market practices among biopharmaceutical companies of comparable size and/or stage.
|
30
|
•
|
a program structure to attract, motivate and retain a highly qualified executive management team.
|
•
|
linking executive compensation to key corporate objectives, including near-term product development and business development goals, as well as to define individual management objectives established by the Compensation Committee;
|
•
|
compensate competitively with the practices of similarly staged and situated biopharmaceutical companies; and
|
•
|
create management incentives designed to enhance stockholder value.
|
1.
|
Industry: Focus was given to companies in the cannabis industry as this best represents the main customer, labor and capital markets in which Tilray competes; however, given Tilray is larger than other cannabis companies, it was important to assess other industries as well.
|
•
|
Broader biotechnology / pharmaceuticals companies were included because they are similar to Tilray’s medical cannabis business in many respects.
|
•
|
Companies in the consumer-packaged goods industry were also considered due to Tilray’s consumer-product based business model, and in connection with the Business Combination, Tilray’s expansion of products and services in the brewery and distillery industry.
|
•
|
Because the Company’s operations span multiple industries, the Committee also believes that a consistent approach across the breadth of the Company’s operations with respect to features of our overall executive compensation structure is best achieved by reference to a group of general industry peers that is broader than the cannabis, biotechnology, and consumer-packaged goods industry peers.
|
2.
|
Size: Company size is a strong indicator of organizational complexity and drives scope of accountability.
|
•
|
Given the anticipated growth of Tilray following the Business Combination and the cannabis sector overall, a wider financial lens was applied by Semler Brossy and revenue was the primary indicator of size. Total assets and market capitalization were used as secondary reference points.
|
3.
|
Operations: As Tilray is an established international operator in the cannabis industry, focus was given to companies that are based in North America and have international operations.
|
4.
|
Location: The regions or countries where Tilray competes for talent. Our approach proposes to focus the executive compensation analysis primarily to Canadian and U.S.-based companies.
|
•
|
Since Tilray is U.S.-based with Canadian and U.S.-sourced executives, the Canadian and U.S. markets are both relevant sources of data. Should other markets become relevant in the future, consideration will be given to including companies from those geographies in Tilray’s peer group.
|
31
|
|
Cannabis Companies
Canopy Growth Corporation
Curaleaf Holdings, Inc.
|
| |
Cresco Labs, Inc.
Green Thumb Industries, Inc.
|
| |
GW Pharmaceuticals plc
Trulieve Cannabis Corp.
|
|
|
Biotechnology/Pharmaceutical/Technology
Companies
Catalent, Inc.
DocuSign, Inc.
|
| |
Etsy, Inc.
Incyte Corporation
|
| |
Neurocrine Biosciences, Inc.
Unity Software Inc.
|
|
|
Consumer Packaged Goods/Alcohol Companies
Beyond Meat
Constellation Brands, Inc.
|
| |
Monster Beverage
National Beverage
|
| |
The Boston Beer Company, Inc.
The Simply Good Food Co.
|
|
32
|
|
Compensation Element
|
| |
Primary Purpose
|
| |
Performance
Period
|
| |
Details
|
| |||||||||
|
Cash Compensation
|
| ||||||||||||||||||
|
Base Salary
|
| |
•
|
| |
Fixed annual compensation for ongoing services performed, executive tenure, and role
|
| |
•
|
| |
Ongoing
|
| |
•
|
| |
Provided in cash each pay period. Intended to be competitive in marketplace and to retain key employees
|
|
|
•
|
| |
Continuity
|
| |||||||||||||||
|
Annual Performance-based Bonus
|
| |
•
|
| |
Reinforce and drive short-term priorities and business results
|
| |
•
|
| |
1 year
|
| |
•
|
| |
Target award based on a percentage of salary; limited to 100% of base salary for senior executives (except for the CEO whose percentages range from 200% to 350% of salary)
|
|
|
•
|
| |
Recognize and reward corporate, and business, and individual performance
|
| |
|
| |
|
| |
•
|
| |
Incentivizes and rewards the achievement of predetermined corporate and business short-term objectives that are aligned with our strategic plan as well as individual performance
|
| |||
|
Equity Award Compensation
|
| ||||||||||||||||||
|
Initial 2021 Staking Grants (as described below)
|
| |
•
|
| |
Reinforce and drive long-term stockholder value
|
| |
•
|
| |
Generally, 3 years
|
| |
•
|
| |
The Compensation Committee issued grants to the NEOs in July 2021 that include both time and performance based vesting terms and conditions
|
|
|
•
|
| |
At risk equity awards based on achievement of Company’s financial performance and stock price appreciation
|
| |||||||||||||||
|
Annual Long-term incentives (RSUs)
|
| |
•
|
| |
Reinforce and drive long-term stockholder value
|
| |
•
|
| |
2 years
|
| |
•
|
| |
Initial and annual grants of LTIP RSUs: The grant value is based on applicable market-driven metrics level and percentage of salary with 50% of the shares vesting one year from the vesting commencement date and the remaining 50% of the shares vesting on the second anniversary of the grant date.
|
|
|
•
|
| |
Retention of key employees during applicable performance periods
|
| |
|
| |
|
|
•
|
Financial Performance Measures. The financial metrics used to determine the amount of an executive’s bonus are measures the Committee believes drive long-term shareholder value. The ranges set for these measures are intended to reward success without encouraging excessive risk-taking.
|
•
|
No Hedging or Pledging. The Company’s insider trading compliance program prohibits members of the Board of Directors, NEOs and all other employees subject to the Company’s insider trading compliance program from entering into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning the Company’s securities, and prohibits these persons from pledging Company securities.
|
33
|
•
|
Clawback Policy. Pursuant to the terms of the Company’s 2018 Amended and Restated Tilray, Inc. Equity Incentive Plan (the “2018 Equity Plan”), if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws as a result of misconduct by an executive officer, applicable law permits the Company to recover equity incentive compensation from that executive officer (including profits realized from the sale of Company securities). In such a situation, the Board would exercise its business judgment to determine what action it believes is appropriate. Action may include recovery or cancellation of any equity incentive award made to an executive on the basis of having met or exceeded performance targets during a period of fraudulent activity or a material misstatement of financial results if the Board determines that such recovery or cancellation is appropriate due to intentional misconduct by the executive officer that resulted in performance targets being achieved that would not have been achieved absent such misconduct.
|
|
Name
|
| |
2021 Base Salary ($)
|
|
|
New Tilray Leadership (Current)
|
| |
|
|
|
Irwin Simon(1)
|
| |
1,700,000
|
|
|
Carl Merton(2)(3)
|
| |
393,443
|
|
|
Denise Faltischek(3)
|
| |
500,000
|
|
|
James Meiers(3)
|
| |
500,000
|
|
|
Former Executives
|
| |
|
|
|
Brendan Kennedy(4)
|
| |
577,060
|
|
|
Michael Kruteck(4)
|
| |
401,250
|
|
|
Jon Levin(4)
|
| |
448,000
|
|
|
Andrew Pucher(5)
|
| |
310,613
|
|
(1)
|
As a result of the Business Combination, Mr. Simon was appointed as executive officers of New Tilray effective April 30, 2021.
|
(2)
|
The salary of Mr. Merton is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Merton is $475,000 (CAD).
|
(3)
|
As a result of the Business Combination, Mr. Merton, Ms. Faltischek, and Mr. Meiers were appointed as executive officers of New Tilray effective May 1, 2021.
|
(4)
|
Mr. Kennedy, Mr. Kruteck and Mr. Levin resigned from employment with the Company in connection with the Business Combination. Mr. Kennedy became a non-employee director of New Tilray following the Effective Time and receives compensation in his capacity as a non-employee director.
|
(5)
|
Mr. Pucher stepped down as the Company’s Chief Corporate Development Officer, effective March 31, 2021. The salary of Mr. Pucher is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Pucher was $375,000 (CAD).
|
34
|
|
Name
|
| |
Target Bonus Percentage of
Base Salary
|
| |
Fiscal Year 2021 Target Bonus
Amount Paid to Former
Executive ($)
|
|
|
Brendan Kennedy
|
| |
100%
|
| |
—
|
|
|
Michael Kruteck
|
| |
50%
|
| |
68,358
|
|
|
Jon Levin
|
| |
50%
|
| |
72,000
|
|
|
Andrew Pucher
|
| |
50%
|
| |
—
|
|
|
Name
|
| |
Target Bonus Percentage of
Base Salary
|
| |
Bonus Amount ($) for Fiscal
Year 2021 (% of Full Target)
|
|
|
Irwin Simon
|
| |
200% (up to a maximum of 350%)
|
| |
3,185,000 (70%)
|
|
|
Carl Merton
|
| |
100%
|
| |
258,645 (75%)
|
|
|
Denise Faltischek
|
| |
100%
|
| |
243,750 (75%)
|
|
|
James Meiers
|
| |
100%
|
| |
243,750 (75%)
|
|
35
|
•
|
the competitive equity compensation practices for comparable positions identified in the applicable market analysis;
|
•
|
the executive’s level of responsibility and duties;
|
•
|
a comparison to grant levels of other executive officers;
|
•
|
individual NEOs’ performance;
|
•
|
our corporate performance;
|
•
|
our total equity compensation costs relative to total expenses;
|
•
|
the executive’s prior experience, experience within his or her specific job and breadth of knowledge; and
|
•
|
our corporate objectives for share-based compensation charges and earnings dilution.
|
•
|
Performance-based Restricted Stock Units (“PSUs”), subject to the executive’s satisfaction of continued employment conditions and accelerated vesting in certain circumstances, the performance-based restricted stock units, which are eligible to vest in certain percentages ranging from 0% to 250% based on the stock price appreciation of (i) the highest 30-day volume weighted average stock price of Tilray, Inc.’s Class 2 Common Stock (“VWAP”) during the three-year performance period (beginning on the grant date) relative to (ii) the VWAP over the 30-day period from May 1 to May 30, 2021, with appreciation targets ranging from 0% to 125%. No PSUs will be eligible to vest if the threshold appreciation target (25%) is not achieved, and if the actual stock price appreciation falls in between any of the appreciation targets, the number of PSUs eligible to vest will be determined by linear interpolation. Mr. Simon was granted 392,772 PSUs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,662 PSUs.
|
•
|
Time-based RSUs, subject to the reporting person’s continuous employment through the vesting date, vest in three (3) equal annual installments, commencing on June 1, 2022, except in the case of the reporting person’s earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited. Mr. Simon was granted 392,772 RUSs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,661 RSUs.
|
•
|
PSUs can be earned only upon a sustained and significant increase in the price of Tilray stock and synergies of Aphria and Tilray following completion of the Business Combination (“Synergy PSUs”). Specifically, subject to the reporting person’s continuous employment (except under certain limited circumstances) through the vesting date, the resulting number of shares of Class 2 Common Stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance parameters relating to the achievement of the Company’s synergy goals resulting from the integration of Aphria, as approved by New Tilray’s Compensation Committee, over a three (3) year performance period from the grant date until July 27, 2024, with 50% of the PSUs vesting on the first (1st) anniversary of the grant date, and 25% vesting on each of the second (2nd) and (3rd) anniversaries of the grant date. Mr. Simon was granted 392,772 Synergy PSUs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,662 Synergy PSU.s
|
36
|
•
|
Chief Executive Officer: 3× base salary
|
•
|
Independent Directors 2× base annual cash retainer
|
•
|
Chief Financial Officer 1× base salary
|
•
|
Other Officers 0.5× base salary
|
37
|
38
|
39
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Option
Awards ($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
|
| |
Stock
Awards (1)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
|
|
New Tilray Leadership
|
| ||||||||||||||||||||||||
|
Irwin Simon
President, Chief Executive Officer and Chairman of the Board
|
| |
2021
|
| |
141,667*
|
| |
13,185,000(2)
|
| |
—
|
| |
—
|
| |
|
| |
357,332(4)
|
| |
13,683,998
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Carl Merton(3)
Chief Financial Officer
|
| |
2021
|
| |
32,787*
|
| |
1,058,645(2)
|
| |
|
| |
|
| |
—
|
| |
34,436(5)
|
| |
1,125,868
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Denise Faltischek
Head of International and Chief Strategy Officer
|
| |
2021
|
| |
41,667*
|
| |
1,093,750(2)
|
| |
|
| |
|
| |
—
|
| |
54,059(6)
|
| |
1,189,476
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
James Meiers
Head of Canada
|
| |
2021
|
| |
41,667*
|
| |
1,093,750(2)
|
| |
|
| |
|
| |
—
|
| |
61,582(7)
|
| |
1,196,999
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Former Executives
|
| ||||||||||||||||||||||||
|
Brendan Kennedy(8)
Former President and Chief Executive Officer
|
| |
2021
|
| |
192,353
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,266,375(9)
|
| |
6,458,729
|
|
|
2020
|
| |
577,060
|
| |
375,089
|
| |
—
|
| |
—
|
| |
934,401
|
| |
21,262(10)
|
| |
1,907,812
|
| |||
|
2019
|
| |
575,332
|
| |
—
|
| |
—
|
| |
—
|
| |
2,888,760
|
| |
16,818(11)
|
| |
3,480,910
|
| |||
|
2018
|
| |
425,000
|
| |
425,000
|
| |
25,147,534
|
| |
—
|
| |
5,819,925
|
| |
—
|
| |
31,817,459
|
| |||
|
Michael Kruteck(12)
Former Chief Financial Officer
|
| |
2021
|
| |
133,750
|
| |
482,062(13)
|
| |
—
|
| |
—
|
| |
—
|
| |
3,233,740(14)
|
| |
3,849,557
|
|
|
2020
|
| |
351,563
|
| |
173,322
|
| |
—
|
| |
|
| |
1,870,000
|
| |
30,216(15)
|
| |
2,425,101
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Jon Levin(16)
Former Chief Operating Officer
|
| |
2021
|
| |
149,333
|
| |
472,000(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
3,349,155(17)
|
| |
3,970,489
|
|
|
2020
|
| |
375,000
|
| |
246,503
|
| |
—
|
| |
—
|
| |
1,920,006
|
| |
27,516(18)
|
| |
2,569,023
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Andrew Pucher(19)
Former Chief Corporate Development Officer
|
| |
2021
|
| |
77,653
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,843,248(20)
|
| |
1,920,901
|
|
|
2020
|
| |
305,911
|
| |
95,738
|
| |
—
|
| |
—
|
| |
200,298
|
| |
3,005(21)
|
| |
604,952
|
| |||
|
2019
|
| |
209,779
|
| |
—
|
| |
—
|
| |
—
|
| |
4,283,100
|
| |
2,252
|
| |
4,495,131
|
| |||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
*
|
Salary amounts reflect base salary that was paid to the New Tilray Leadership following the completion of the Business Combination.
|
(1)
|
These amounts reported do not reflect the amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each stock option or restricted stock unit award granted to our NEOs during 2021, 2020, 2019 and 2018, as computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC 718. Assumptions used in the calculation of the grant date fair value of each equity award are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our NEOs who have received stock options will only realize compensation with regard to these options to the extent the trading price of our common stock is greater than the exercise price of such options.
|
(2)
|
These amounts include the New Tilray Transformation Bonuses and annual performance bonuses paid to New Tilray Leadership paid by the Company in recognition for their Aphria performance and efforts prior to the Business Combination.
|
(3)
|
The compensation of Mr. Merton is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
|
(4)
|
All other compensation for 2021 includes medical and life insurance premiums and car allowance. In addition, $352,400 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
|
40
|
(5)
|
All other compensation for 2021 includes medical, dental, disability, and life insurance premiums. In addition, $30,653 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
|
(6)
|
The $54,059 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
|
(7)
|
All other compensation for 2021 includes medical and life insurance premiums. In addition, $58,147 USD amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
|
(8)
|
Mr. Kennedy resigned in connection with the Business Combination, effective April 30, 2021.
|
(9)
|
All other compensation for 2021 includes group benefits coverage paid by the employer, $2,868 for benefit premiums, $660 for parking, $2,750,156 for equity acceleration, and $3,512,691 for total severance paid.
|
(10)
|
All other compensation for 2020 includes group benefits coverage paid by the employer, $17,464 for benefit premiums, $1,800 for phone, and $1,980 for parking.
|
(11)
|
All other compensation for 2019 includes group benefits coverage paid by the employer.
|
(12)
|
Mr. Kruteck resigned in connection with the Business Combination, effective May 6, 2021.
|
(13)
|
Bonus amounts for Mr. Levin and Mr. Kruteck each include the pro-rata portion of their annual target performance bonus and retention bonus payments.
|
(14)
|
All other compensation for 2021 includes $2,879 for benefit premiums, $11,600 for 401(k) contribution, $675 for phone, $2,732,202 for equity acceleration, and $486,385 for total severance paid.
|
(15)
|
All other compensation for 2020 includes group benefits coverage paid by the employer, $17,464 for benefit premiums, $11,009 for 401(k) contribution, and $1,725 for phone.
|
(16)
|
Mr. Levin resigned in connection with the Business Combination, effective April 30, 2021.
|
(17)
|
All other compensation for 2021 includes $2,868 for benefit premiums, $11,600 for 401(k) contribution, $675 for phone, $2,797,235 for equity acceleration, and $536,777 for total severance paid.
|
(18)
|
All other compensation for 2020 includes $17,464 for benefit premiums, $8,217 for 401(k) contributions, $1,650 for phone, and parking.
|
(19)
|
Mr. Pucher stepped down as the Company’s Chief Corporate Development Officer, effective as of March 31, 2021. The salary of Mr. Pucher is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Pucher was $375,000 (CAD).
|
(20)
|
All other compensation for 2021 includes $336 for benefit premiums, $373 for phone, $1,115,127 for equity acceleration, and $727,413 for total severance paid.
|
(21)
|
All other compensation for 2020 includes group benefits coverage paid by the employer, $1,591 for benefit premiums, and $1,414 for phone.
|
|
Name
|
| |
Grant
Date
|
| |
Estimated
Possible Payouts
Under Non-Equity
Incentive Plan
Awards at Target(1)
|
| |
Maximum
Possible Non-
Equity
Incentive Plan
Target
Compensation(1)
|
| |
Estimated Future
Payouts under
Equity Incentive
Plan Awards at
Target
|
| |
Maximum Possible
Future Payouts under
Equity Incentive Plan
Awards at Target
|
| |
Grant Date
Fair Value of
Stock
Awards(2)
|
|
|
Michael Kruteck
|
| |
1/18/2021
|
| |
$68,538
|
| |
$137,076
|
| |
29,143(3)
|
| |
29,143(3)
|
| |
$350,000
|
|
|
John Levin
|
| |
1/18/2021
|
| |
$72,000
|
| |
$144,000
|
| |
29,143(3)
|
| |
29,143(3)
|
| |
$350,000
|
|
(1)
|
These columns set forth the pro-rata portion of the annual target and maximum bonus amount of each named executive officer’s annual performance bonus based on their resignation dates.
|
(2)
|
The dollar amounts in this column represent that grant date fair value of the product of the number of shares granted and the closing market price of our common stock on the grant date for time-based restricted stock units.
|
(3)
|
These RSUs vest at the rate of 33.36% of the RSUs on the twelve (12) month anniversary of the grant date (the “Vesting Date”), and the remaining RSUs will vest quarterly thereafter at the rate of 8.33% of the total number of RSUs on each quarterly anniversary of the Vesting Date thereafter for so long as the NEO remains in Continuous Service (as defined in the Company’s 2018 Equity Plan), such that the total number of RSUs shall be fully vested on the three-year anniversary of the Vesting Date. In connection with their resignations from the Company, the vesting of these awards were fully accelerated.
|
41
|
|
|
| |
|
| |
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Type of
Award
|
| |
Vesting
Commencement
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
| |
Option
Exercise
Price Per
Share(2)
|
| |
Option
Expiration
Date
|
| |
Number
of Shares
or Units
of Stock
That
Have Not
Vested(4)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)(3)
|
|
|
New Tilray Leadership
|
| |||||||||||||||||||||||||||
|
Irwin Simon
|
| |
2/24/2019
|
| |
APH Ex
|
| |
2/24/2019
|
| |
830,000
|
| |
|
| |
13.06
|
| |
2/24/2024
|
| |
—
|
| |
—
|
|
|
8/7/2019
|
| |
APH Ex
|
| |
8/7/2019
|
| |
31,887
|
| |
|
| |
8.95
|
| |
8/7/2024
|
| |
—
|
| |
—
|
| |||
|
8/7/2019
|
| |
APH Ex
|
| |
8/7/2019
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
25,852
|
| |
430,953
|
| |||
|
1/22/2020
|
| |
APH Ex
|
| |
6/1/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
145,366
|
| |
2,423,251
|
| |||
|
1/22/2020
|
| |
APH Ex
|
| |
6/1/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
484,554
|
| |
8,077,515
|
| |||
|
8/12/2020
|
| |
APH Ex
|
| |
8/12/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
360,502
|
| |
6,009,568
|
| |||
|
Carl Merton
|
| |
3/1/2019
|
| |
APH Ex
|
| |
9/1/2019
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
20,750
|
| |
345,903
|
|
|
8/7/2019
|
| |
APH Ex
|
| |
8/7/2019
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
23,089
|
| |
384,894
|
| |||
|
8/12/2020
|
| |
APH Ex
|
| |
8/12/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
96,628
|
| |
1,610,789
|
| |||
|
1/16/2018
|
| |
APH Ex
|
| |
1/16/2018
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
18,260
|
| |
304,394
|
| |||
|
Denise Faltischek
|
| |
10/17/2019
|
| |
APH Ex
|
| |
10/17/2019
|
| |
249,000
|
| |
|
| |
6.50
|
| |
10/17/2024
|
| |
—
|
| |
—
|
|
|
11/14/2019
|
| |
APH Ex
|
| |
11/14/2019
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
31,125
|
| |
518,854
|
| |||
|
8/12/2020
|
| |
APH Ex
|
| |
8/12/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
52,887
|
| |
881,626
|
| |||
|
James Meiers
|
| |
6/19/2019
|
| |
APH Ex
|
| |
6/19/2019
|
| |
249,000
|
| |
|
| |
8.98
|
| |
6/19/2024
|
| |
|
| |
—
|
|
|
11/14/2019
|
| |
APH Ex
|
| |
11/14/2019
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
31,125
|
| |
518,854
|
| |||
|
8/12/2020
|
| |
APH Ex
|
| |
8/12/2020
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
65,096
|
| |
1,085,150
|
| |||
|
Former Executives
|
| |||||||||||||||||||||||||||
|
Brendan Kennedy
|
| |
5/21/2018
|
| |
|
| |
1/1/2017
|
| |
2,419,219
|
| |
|
| |
7.76
|
| |
5/20/2028
|
| |
|
| |
|
|
|
8/31/2018
|
| |
|
| |
8/6/2018
|
| |
343,735
|
| |
|
| |
65.20
|
| |
8/30/2028
|
| |
|
| |
|
| |||
|
Michael Kruteck
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Jon Levin
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Andrew Pucher
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Pursuant to each NEO’s executive agreement between the NEO and us, the vesting of such NEOs’ stock and option awards will accelerate under certain circumstances as described under “Employment, Severance and Change of Control Benefits.”
|
(2)
|
The exercise price reflects the closing price of our Class 2 Common Stock on the date of grant.
|
42
|
(3)
|
This amount reflects the fair market value of our Class 2 Common Stock of $16.67 per share, which was the closing price of our Class 2 Common Stock on May 28, 2021.
|
(4)
|
The shares subject to the Exchanged Awards vest 50% on the first anniversary of the grant date and remaining 50% on the second anniversary of the grant date.
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Type
|
| |
Number of Shares
Acquired on
Exercise (#)
|
| |
Value Realized
on Exercise ($)
|
| |
Number of Shares
Acquired on
Vesting (#)
|
| |
Value Realized on
Vesting ($)
|
|
|
New Tilray Leadership
|
| |||||||||||||||
|
Irwin Simon
|
| |
APH Ex
|
| |
|
| |
|
| |
454,942
|
| |
$6,610,307
|
|
|
Carl Merton
|
| |
APH Ex
|
| |
41,500
|
| |
$98,244(1)
|
| |
|
| |
|
|
|
Denise Faltischek
|
| |
APH Ex
|
| |
—
|
| |
—
|
| |
31,125
|
| |
$452,246
|
|
|
James Meiers
|
| |
APH Ex
|
| |
|
| |
|
| |
31,125
|
| |
$452,246
|
|
|
Former Executives
|
| |||||||||||||||
|
Brendan Kennedy
|
| |
|
| |
—
|
| |
—
|
| |
233,849
|
| |
3,774,088
|
|
|
Michael Kruteck
|
| |
|
| |
—
|
| |
—
|
| |
235,526
|
| |
5,007,487
|
|
|
Jon Levin
|
| |
|
| |
—
|
| |
—
|
| |
242,619
|
| |
5,176,129
|
|
|
Andrew Pucher
|
| |
|
| |
—
|
| |
—
|
| |
68,300
|
| |
1,304,951
|
|
(1)
|
This amount reflects the “spread” between Mr. Merton’s exercise price for his stock options ($11.56) and the fair market value (closing price) of our Class 2 Common Stock on the date of exercise (May 14, 2021), which was $13.93.
|
43
|
44
|
45
|
46
|
47
|
48
|
49
|
•
|
We identified our median employee from all full-time, part-time and temporary employees who were on our payroll records as of a determination date of December 1, 2020. For Fiscal Year 2021, the Company decided to use the same median employee as 2020 as permitted by the SEC Rules. The Company’s CEO as of the December 1, 2020 determination date was Brendan Kennedy.
|
•
|
Compensation for international employees was converted to U.S. dollar equivalents based on the applicable exchange rate.
|
•
|
In determining compensation for purposes of the median calculation, we used each employee’s annual base pay, target annual bonus and regular annual equity awards (at grant date fair value).
|
•
|
We annualized the base salary earned in 2021 by permanent employees (full-time and part-time) hired after January 1, 2021.
|
•
|
We then calculated the annual total compensation of the identified median employee in accordance with the requirements of the Summary Compensation Table.
|
50
|
|
|
| |
Base salary
|
| |
Bonus
|
| |
Equity Awards
|
| |
Benefits
|
| |
Total
|
| |||
|
|
| |
Severance
Period
(months)
|
| |
Amount of
base pay
|
| |
Value
|
| |
Value Unvested
Estimates
(Max)(1)
|
| |
COBRA/
Equivalent
months
|
| |
Total
|
|
|
Irwin Simon(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Termination Without Cause
|
| |
18
|
| |
$1,950,000
|
| |
—
|
| |
$17,101,724
|
| |
—
|
| |
$19,051,724
|
|
|
Change of Control
|
| |
30
|
| |
$3,250,000
|
| |
$8,203,276
|
| |
$17,101,724
|
| |
—
|
| |
$28,555,000
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Carl Merton(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Termination Without Cause
|
| |
14
|
| |
$410,699
|
| |
—
|
| |
1,803,244
|
| |
—
|
| |
$2,213,943
|
|
|
Change of Control
|
| |
28
|
| |
$821,398
|
| |
$662,640
|
| |
1,803,244
|
| |
—
|
| |
$3,287,282
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Denise Faltischek(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Termination Without Cause
|
| |
12
|
| |
$325,000
|
| |
$274,075
|
| |
$1,400,480
|
| |
—
|
| |
$1,999,555
|
|
|
Change of Control
|
| |
24
|
| |
$650,000
|
| |
$548,150
|
| |
$1,400,480
|
| |
—
|
| |
$2,598,630
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
James Meiers(2)
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Termination Without Cause
|
| |
12
|
| |
$325,000
|
| |
$356,297
|
| |
$2,886,927
|
| |
—
|
| |
$3,568,224
|
|
|
Change of Control
|
| |
24
|
| |
$650,000
|
| |
$712,594
|
| |
$2,886,927
|
| |
—
|
| |
$4,249,521
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brendan Kennedy(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Change of Control Termination
|
| |
36
|
| |
$1,731,180
|
| |
$1,731,180
|
| |
$2,750,156
|
| |
$50,331
|
| |
$6,262,847
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Michael Kruteck(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Change of Control Termination
|
| |
12
|
| |
$401,250
|
| |
$68,358
|
| |
$2,732,201
|
| |
$16,777
|
| |
$3,218,586
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Jon Levin(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Change of Control Termination
|
| |
12
|
| |
$448,000
|
| |
$72,000
|
| |
$2,797,235
|
| |
$16,777
|
| |
$3,334,012
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Andrew Pucher(4)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Termination Without Cause
|
| |
20
|
| |
$724,763
|
| |
—
|
| |
$1,115,127
|
| |
$2,650
|
| |
$1,842,540
|
|
(1)
|
For Mr. Simon, Mr. Merton, Ms. Faltischek and Mr. Meiers, the value of equity award acceleration of vesting is based on the closing stock price of $16.67 per share of our Class 2 common stock as reported on the Nasdaq Global Select Market on May 31, 2021. For Messrs. Kennedy, Kruteck, Levin and Pucher, the value of equity award acceleration of vesting is based on the closing stock price of $18.34 per share of our Class 2 common stock as reported on the Nasdaq Global Select Market on April 30, 2021 (the last date of their respective employment).
|
(2)
|
The amounts shown are converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
|
(3)
|
In connection with the Arrangement, Messrs. Kennedy, Kruteck, and Levin resigned from their positions with the Company effective April 30, 2021. They each received severance payments and benefits consistent with a change in control termination.
|
(4)
|
Mr. Pucher resigned from his position with the Company effective March 31, 2021. He received severance payments and benefits consistent with a no cause termination. The amounts shown for Mr. Pucher are converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
|
51
|
•
|
enhance stockholder value by aligning the financial interests of our NEOs with those of our stockholders;
|
•
|
enable us to attract, motivate and retain the people needed to support our long-term goal of being an industry leader;
|
•
|
integrate compensation closely with the achievement of our business and performance objectives; and
|
•
|
reward the individual performance that contributes to our short-term and long-term successes.
|
52
|
|
Plan Category
|
| |
(a) Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
|
| |
(b) Weighted-average
exercise price of outstanding
options, warrants and rights(1)
|
| |
(c) Number of securities
remaining available for issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
|
|
Equity compensation plans approved by security holders
|
| |
|
| |
|
| |
|
|
|
Amended and Restated Tilray, Inc. 2018 Equity Incentive Plan(2) (3) (4)
|
| |
4,385,469
|
| |
$10.29
|
| |
14,338,892
|
|
|
Privateer Holdings, Inc. 2011 Equity Incentive Plan
|
| |
917,545
|
| |
$3.97
|
| |
|
|
|
Equity compensation plans not approved by security holders
|
| |
|
| |
|
| |
|
|
|
Total
|
| |
5,303,014
|
| |
$9.20
|
| |
14,338,892
|
|
(1)
|
Excludes RSU awards because they have no exercise price.
|
(2)
|
Consists of 1,205,243 shares of our Class 2 common stock subject to RSU awards and options to purchase 3,180,266 shares of Class 2 common stock.
|
(3)
|
Our Amended and Restated 2018 Equity Incentive Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each Fiscal Year 2021, equal to the least of: (a) 4% of the outstanding shares of capital stock as of the last day of the immediately preceding Fiscal Year 2021; and (b) such lesser amount as the Board may determine.
|
(4)
|
Consists of 6,461,092 shares of Class 2 common stock added to the 2018 Equity Plan in connection with the Business Combination.
|
53
|
54
|
|
Type of Fees
|
| |
2020
|
| |
2021
|
|
|
Audit Fees(1)
|
| |
—
|
| |
$1,236,150
|
|
|
Audit-Related Fees(2)
|
| |
—
|
| |
105,000
|
|
|
Tax Fees(3)
|
| |
—
|
| |
—
|
|
|
All Other Fees(4)
|
| |
—
|
| |
165,000
|
|
|
Total
|
| |
—
|
| |
$1,506,150
|
|
(1)
|
Audit fees are fees for professional services rendered in connection with the audit of our consolidated financial statements (including an assessment of our internal control over financial reporting) included in Item 8 of our Annual Reports filed on Form 10-K, reviews of our condensed consolidated financial statements included in our Quarterly Reports filed on Form 10-Q, statutory filings and registration statements.
|
(2)
|
Audit-related fees are fees for services related to employee benefit plan audits, accounting consultation, compliance with regulatory requirements and an online accounting research tool.
|
(3)
|
Tax fees are for services related to tax compliance, tax planning and tax advice. These services included international corporate tax return compliance, annual domestic tax return compliance for employee benefit plans, foreign country tax planning with respect to global stock option and employee stock purchase programs and stock programs, assistance filing advanced pricing agreements with tax authorities, assistance related to foreign tax authority transfer pricing inquiries and domestic tax technical advice.
|
(4)
|
PricewaterhouseCoopers LLP did not provide any “other services” during the period.
|
55
|
56
|
57
|
58
|
1 Year Tilray Brands Chart |
1 Month Tilray Brands Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions