DEF 14A 1 ny20005311x4_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant 
Check the appropriate box:

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 Brands, Inc.
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


2022 PROXY STATEMENT


September 22, 2022
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of Tilray Brands, Inc. (the “Company”) to be held on November 22, 2022, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format, via live webcast over the internet.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Our Board of Directors (the “Board”) urges you to read the accompanying Proxy Statement and recommends that you vote “FOR”:
The one Class I director nominee, to serve until his term expires or until his successor is duly elected and qualified, as described herein;
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023;
Approval of the amendments to the Company’s Certificate of Incorporation, as amended (the “Charter”) to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock (the amendments, the “Charter Amendments” and the proposal, the “Charter Amendment Proposal”); and
Any other business properly brought before the Annual Meeting.
Your vote is important to us. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voter instruction form.
If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (800) 449-0910 toll-free in the U.S. and Canada, or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.
WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.
Thank you for your interest and investment in Tilray Brands, Inc.
Sincerely,
Irwin D. Simon,
Chairman, President, and Chief Executive Officer


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Ontario, Canada
September 22, 2022
The Annual Meeting of Stockholders (the “Annual Meeting”) of Tilray Brands, Inc. (the “Company”) will be held on November 22, 2022, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2022. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.
The Annual Meeting will take place for the following purposes:
1.
to elect the Class I director nominee, to serve until his term expires or until his successor is duly elected and qualified, as described herein;
2.
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023;
3.
to approve the amendments to the Company’s Certificate of Incorporation, as amended (the “Charter”) to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock (the amendments, the “Charter Amendments” and the proposal, the “Charter Amendment Proposal”); 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.
On or about September 26, 2022, we will mail to our stockholders of record at the close of business on September 26, 2022, the record date for our Annual Meeting, an Important Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended May 31, 2022 (the “Annual Report”) on the Internet and also how to vote their shares via the Internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report.
Only stockholders of record at the close of business on September 26, 2022, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. At the Annual Meeting, you will be provided with the opportunity to ask questions.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice Regarding the Internet Availability of Proxy Materials or to the question on page 3 of the accompanying Proxy Statement entitled “How do I vote?
At the direction of the Board,
Mitchell Gendel,
Global General Counsel and Corporate Secretary


245 Talbot Street West
Leamington, Ontario N8H 4H3, Canada
September 22, 2022
PROXY STATEMENT
Information About the Annual Meeting and Voting
The Annual Meeting - Background
The Annual Meeting of Stockholders (“Annual Meeting”) of Tilray Brands, Inc. (the “Company”) will be held on Tuesday, November 22, 2022, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2022. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.
At the Annual Meeting, stockholders will be asked to elect the Class I nominee for director, ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023 and approve the Charter Amendments. Management will also respond to questions from stockholders.
Our principal executive offices are located at 245 Talbot Street West, Leamington, Ontario N8H 4H3, Canada, and our telephone number is (844) 845-7291. When used in this Proxy Statement, the terms “Tilray,” “we,” “us,” “our,” and “the Company” mean Tilray Brands, Inc. and its businesses and subsidiaries.
The Board is divided into three classes (I, II, and III) of directors.
Name
Current Position
Class
Term Expires
Irwin D. Simon
Chairman of the Board of Directors; President and Chief Executive Officer
Class II
2023 annual meeting of stockholders
Renah Persofsky
Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee; Independent Director
Class II
2023 annual meeting of stockholders
Jodi Butts
Nominating & Governance Committee Member; Independent Director
Class III
2024 annual meeting of stockholders.
David Clanachan
Audit Committee Member; Independent Director
Class II
2023 annual meeting of stockholders
Brendan Kennedy
Director and Former CEO, Tilray
Class I
2022 annual meeting of stockholders
John M. Herhalt
Chair of the Audit Committee; Independent Director
Class I
2022 annual meeting of stockholders
David Hopkinson
Nominating and Governance Committee & Compensation Committee Member; Independent Director
Class III
2024 annual meeting of stockholders.
Thomas Looney
Audit Committee & Compensation Committee Member; Independent Director
Class III
2024 annual meeting of stockholders.
Walter Robb
Chair of the Compensation Committee & Audit Committee Member; Independent Director
Class I
2022 annual meeting of stockholders
1

The Annual Meeting - Tuesday, November 22, 2022, at 11:00 a.m. EST.
Why am I receiving these materials?
In connection with its solicitation of proxies for use at our Annual Meeting, our Board (i) has made these materials available to you via the Internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. Only stockholders of record at the close of business on September 26, 2022 (the “Record Date”) will be entitled to vote at the Annual Meeting. On this record date, there were 611,402,319 shares of Class 2 common stock (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record of our Common Stock at the close of business on the Record Date for our Annual Meeting, you are invited to attend the virtual Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Why is the meeting being held virtually this year?
As was the case with our 2021 Annual Meeting of Stockholders, we believe that a virtual meeting will provide expanded stockholder access and participation, improved communications, as well as additional safeguards for health and safety in light of ongoing public health issues caused by COVID-19. You will be able to join the Annual Meeting and vote and submit questions online during the Annual Meeting by visiting ww.virtualshareholdermeeting.com/TLRY2022 and using the 16-digit control number included on the Important Notice of Internet Availability of Proxy Materials (Notice), on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are making this Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report for the fiscal year ended May 31, 2022 (“Annual Report and, together with this Proxy Statement, the “Proxy Materials”) available to stockholders electronically via the Internet. Stockholders will be able to access the Proxy Materials on the website referred to in the Notice or request to receive printed copies of the Proxy Materials and a proxy card. Instructions on how to access the Proxy Materials via the Internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We believe that this electronic process expedites your receipt of the Proxy Materials and reduces the cost and environmental impact of printing Proxy Materials for our Annual Meeting.
On or about September 26, 2022, stockholders of record and beneficial owners of our Common Stock at the close of business on the Record Date will be sent a Notice instructing them as to how to receive their Proxy Materials via the Internet. The Proxy Materials will be available on the Internet as of September 26, 2022.
How can I electronically access the Proxy Materials?
Beginning September 26, 2022, you can access the Proxy Materials and vote your shares online at www.proxyvote.com. The Proxy Materials are also available on our own website (https:www.tilray.com).
How can I obtain a full set of printed Proxy Materials?
If you prefer to receive paper copies of the Proxy Materials and a proxy card, you may still do so. You may request printed materials by (i) calling 800-579-1639 ; (ii) sending an email to sendmaterial@proxyvote.com; or (iii) logging onto www.proxyvote.com using the credentials provided on your Notice or proxy card.
How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting?
A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, in person or by proxy, of stockholders representing the holders of one-third of the voting power of the outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 611,402,319 shares of our Common Stock outstanding - each entitled to one vote at the Annual Meeting - meaning that 203,800,773 shares of Common Stock must be represented in person or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes and proxies received but marked “ABSTAIN” will be counted.
2

What am I voting on?
You are voting on proposals to:
elect the Class I director nominee, to serve a term of three years expiring at the 2025 Annual Meeting of Stockholders, to our Board;
ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023; and
approve the amendments to the Company’s Certificate of Incorporation, as amended (the “Charter”), to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock (the amendments, the “Charter Amendments” and the proposal, the “Charter Amendment Proposal”); 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.
How does the Board recommend that I vote?
The Board recommends that you vote:
1.
FOR the election of the Class I director nominee;
2.
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023; and
3.
FOR the approval of the Charter Amendments.
How do I vote?
You may vote “For” or “Withhold” for the nominee to the Board. For the approval of the Charter Amendments and for the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote by “virtually” attending the Annual Meeting (via the following link: www.virtualshareholdermeeting.com/TLRY2022), vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.
To vote by “virtually” attending the Annual Meeting, login to the link: www.virtualshareholdermeeting.com/ TLRY2022, 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 EST, on November 21, 2022 to be counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, these proxy materials along with a voting instruction form are being provided by that organization rather than Tilray. Follow the voting instructions in such instruction form to ensure that your vote is counted. To vote by “virtually” attending the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.
3

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, through the internet or by “virtually” attending the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as recommended by the Board. Specifically, your shares will be voted, as applicable, “For” the election of the nominee for Class I director, “For” the approval of the Charter Amendments, and “For” the ratification of selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for its fiscal year ending May 31, 2023. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.
How can I participate and ask questions at the Annual Meeting?
We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the Annual Meeting as they would at an in-person meeting. To submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the Notice or proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to submit questions during the Annual Meeting. We encourage you to submit any question that is relevant to the business of the Annual Meeting. Appropriate questions asked during the Annual Meeting will be read and addressed during the Annual Meeting, as time permits. Questions and answers may be grouped by topic, and we will group substantially similar questions together and answer them once. Questions regarding personal matters or general economic or political questions that are not directly related to the business of the Company are not pertinent to Annual Meeting matters and, therefore, will not be answered. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we encourage stockholders to contact us separately after the Annual Meeting.
What if I need assistance with voting or have technical problems regarding the Annual Meeting?
If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, you should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Each participant should ensure strong Wi-Fi or other internet connection.
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
4

How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.
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 nominee receiving the highest number of affirmative “FOR” votes will be elected.
“FOR”
“WITHHOLD”
None(1)
No(2)
Proposal No. 2:
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”(3)
Yes(4)
Proposal No. 3:
Approval of Charter Amendments
The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote.
“FOR” “AGAINST” “ABSTAIN”
Will count as a vote “against”(3)
Yes(4)
(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. Accordingly, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other nominee as to how to vote on matters deemed to be “non-routine”, the broker, bank or other nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes” and will have the effect of a vote “against” the proposal.
(3)
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 same effect as a vote “against” the proposal.
(4)
As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
What happens if I don’t specify how I want my shares voted on one or all of the proposals?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.
Can I change my vote or revoke my proxy after I have already voted or given my proxy?
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:
mail a written notice “revoking” your earlier vote to Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, NY 11717;
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. EST on November 21, 2022); or
vote in person at the Annual Meeting; however, your virtual attendance at the Annual Meeting alone will not revoke your proxy.
5

Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.
If you own your shares in street name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy.
Can I vote at the virtual meeting?
Yes. If you are the stockholder of record of the shares, you will have the opportunity to vote in person when you attend the virtual Annual Meeting online by visiting www.virtualshareholdermeeting.com/TLRY2022. In order to vote during the Annual Meeting, you will use the 16-digit control number included on the Notice, on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. However, since a beneficial owner holding shares in street name is not the stockholder of record, if you are such a beneficial owner of shares, you may not vote your shares in person at the virtual Annual Meeting unless you obtain a legal proxy from the broker or other intermediary that holds your shares giving you the right to vote the shares at the Annual Meeting. Please provide the legal proxy information once you log into the Annual Meeting.
Who will count the votes?
Broadridge has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.
Is voting confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
as necessary to meet applicable legal requirements;
to allow for the tabulation and certification of votes; and
to facilitate a successful proxy solicitation.
Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
What happens if the Annual Meeting is adjourned or postponed?
Your proxy will still be effective and will be voted at the adjourned or postponed Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.
How can I find the results of the Annual Meeting?
We will report the final voting results on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting. The Form 8-K will be available on the SEC’s website, www.sec.gov, as well as on our own website, https://ir.tilray.com/financial-information/sec-filings.
Who is soliciting my vote pursuant to this Proxy Statement?
Our Board is soliciting your vote.
6

Internet Availability of Proxy Materials
Under rules adopted by the SEC, we are furnishing Proxy Materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On or about September 26, 2022, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) an Important Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the Internet.
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise.
Cautionary Statement Regarding Forward-Looking and Other Statements
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.
This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.
7

PROPOSAL 1

ELECTION OF DIRECTORS
Summary
Tilray’s Board is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board presently has nine members and is divided into three classes (I, II, and III) of directors. Each of our directors currently serves until either the 2022 (current), 2023 or 2024 annual meeting of our stockholders and until her or his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. All of our Board members, who were then current members of Tilray’s Board, attended our 2021 Annual Meeting of stockholders.
At this time, the Board believes that the classified board structure is in the best interest of the Company. The classified board structure and corresponding terms will ensure that at any given time the majority of the directors will have deep knowledge of the Company and a firm understanding of its goals, and it allows for continuity and stability of the Board, promoting the balance of long-term and short-term interests of the Company and its stockholders. A longer term in office also would allow our directors to stay focused on long-term value creation, without undue pressure that may come from special interest groups intent on pursuing their own agenda at the expense of the interests of our company and its stockholders. Further, it would enable us to benefit more effectively from directors’, particularly non-management directors’, experience and knowledge of our company; while helping us attract and retain highly qualified individuals willing to commit the time and dedication necessary to understand our company, its operations and its competitive environment. The structure also safeguards the Company from third-party takeover attempts, as it will require a longer period to change majority control of the Board. A classified board remains accountable to the Company’s stockholders as directors continue to have a fiduciary responsibility to the stockholders.
Of the three Class I directors, Mr. Herhalt is willing and able to stand for election at the Annual Meeting. Mr. Walter Robb will not stand for re-election solely due to personal health and medical reasons. Mr. Brendan Kennedy will also not stand for re-election. The Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board.
Class I Director Nominee for Election for a Three-Year Term Expiring at the 2025 Annual Meeting
The biography of the Class I director nominee is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director in light of our business and structure. The Class I director nominee listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields as well as strong moral character and diversity in terms of viewpoint as well as age, ethnicity and gender. Our Board believes that his strong background and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas.
8

John M. Herhalt
Independent Director
 
 
 

Director Since: May 2021

Age: 65

Committees: Chair of the Audit Committee
Other Public Company Boards:

Mr. Herhalt is not a director of any other public company board.
Executive Highlights:
 
 
 
John M. Herhalt is a FCPA (FCA) and a retired partner from KPMG and has over 43 years of experience. He has worked across several industry sectors including automotive manufacturing, consumer products, infrastructure, power and utilities, and the public sector. During his time with KPMG, Mr. Herhalt served as Canada’s national advisory leader, national public sector leader, and KPMG International’s global head of infrastructure, government, and health care sectors providing subject matter advice and support to various KPMG member firms and their clients on a variety of projects in the Americas, Europe, Middle East, and Asia. After retiring from KPMG, Mr. Herhalt has continued to provide management consulting services on a part-time basis and serves as a director on several boards.
 
 
 
Select Skills and Qualifications:
 
 
 
Extensive accounting, financial, governance, risk management and information systems audits, and global business experience.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE ELECTION OF THE NOMINEE FOR DIRECTOR.
9

Overview of Board Skills and Qualifications
The following table highlights our current director’s primary qualifications and tenure. This table is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.
 
Irwin D.
Simon
Renah
Persofsky
Jodi Butts
David
Clanachan
John M.
Herhalt
David
Hopkinson
Brendan
Kennedy
Tom Looney
Walter Robb
Knowledge, Skills & Experience
Accounting / Financial Reporting
X
X
Business Operations
X
X
X
X
X
X
X
Corporate Governance
X
X
X
X
X
X
X
Environmental / Social /Governance
X
X
Financial Literacy / Expertise
X
X
X
X
X
Government / Regulatory
X
X
X
Human Capital Management
X
Independence
X
X
X
X
X
X
X
Consumer Packaged Goods
X
X
X
International Business
X
X
Investor Relations Management
X
Mergers & Acquisitions
X
X
X
X
X
Public Company Executive Experience
X
X
X
X
X
X
X
X
Recent Public Company Board Experience
X
X
X
X
X
X
Risk Management
X
X
X
X
X
X
Technology / Cybersecurity
X
X
X
Board Tenure
Years
1
1
1
1
1
1
4
1
1
10

Class I, Class II and Class III Directors Continuing in Office Until the 2022, 2023 and 2024 Annual Meeting, Respectively
Irwin D. Simon
Chairman, President, and Chief Executive Officer
 
 
 

Director Since: May 2021

Age: 64

Committees: None
Other Public Company Boards:

Mr. Simon is currently a director of Stagwell Inc. and Whole Earth Brands, Inc.
Executive Highlights:
 
 
 
Irwin D. Simon is Chairman, President and Chief Executive officer at Tilray, Inc. An executive with over 30 years of experience building industry-leading, disruptive consumer packaged goods companies from organic and natural foods, dietary supplements, personal care, and cannabis. Before Tilray, Mr. Simon transformed Aphria Inc. into a profitable global cannabis company with leading market share brands. Mr. Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading organic and natural products company, in 1993. As Founder, President, Chief Executive Officer, and Chairman, he led Hain Celestial for more than 25 years and grew the business to $3 billion in net sales with operations in North America, Europe, Asia, and the Middle East, providing consumers with A Healthier Way of Life™. He is also the Executive Chairman of Whole Earth Brands, Inc. (NASDAQ: FREE), a global industry-leading platform focused on the “better for you” consumer packaged goods and ingredients space, and Presiding Director at Stagwell Inc. (formerly known as MDC Partners Inc.), a provider of marketing, activation and communications solutions and services.
 
 
 
Mr. Simon serves on the board of directors at Tulane University and the Board of Trustees at Poly Prep Country Day School. A true entrepreneur, Mr. Simon is also the majority owner of the Cape Breton Eagles, a Quebec Major Junior Hockey League team, and co-owner of St. John’s Edge of the National Basketball League of Canada.
 
 
 
Select Skills and Qualifications:
 
 
 
Executive and public company board leadership, entrepreneurship, extensive global consumer-packaged goods business and brand development experience, as well as in-depth knowledge of our industry.
Jodi Butts
Independent Director
 
 
 

Director Since: May 2021

Age: 50

Committees: Nominating & Governance Committee Member
Other Public Company Boards:

Ms. Butts is currently a director of Canada Goose Holdings Inc.
Executive Highlights:
 
 
 
Jodi L.H. Butts is a lawyer, entrepreneur, and seasoned executive with a strong track record in driving positive change and growth within leading organizations. Ms. Butts is a senior governance consultant at Watson Advisors Inc. With more than 20 years of experience in governance and law, boards and leadership teams value the extensive practical know-how she brings to the table. Ms. Butts currently serves as an independent director of Canada Goose Inc. and chairs its Nominations & Governance Committee and is the chair of The Walrus Foundation Board of Directors. She also holds advisory roles including with Bayshore Home Healthcare and the Canadian Centre for the Purpose of the Corporation. Ms. Butts holds a Bachelor of Laws from the University of Toronto where she also received her master’s degree in Canadian history.
 
 
 
Select Skills and Qualifications:
 
 
 
Executive and public company board experience, entrepreneurship, operations and extensive corporate governance experience.
11

David Clanachan
Independent Director
 
 
 

Director Since: May 2021

Age: 60

Committees: Audit Committee Member
Other Public Company Boards:

Mr. Clanachan is not a director of any other public company board.
Executive Highlights:
 
 
 
David F. Clanachan is Commissioner of the Canadian Premier League, a post he has held since 2018. Mr. Clanachan was also the Chairman of Restaurant Brands International, Canada until 2018. He was named President and Chief Operating Officer of Tim Hortons in 2014, and had more than 35 years with the brand. Mr. Clanachan holds a Bachelor of Commerce degree from the University of Windsor. Mr. Clanachan brings to the Board significant experience in consumer products and services, as well as financial, international growth, and general management experience.
 
 
 
Select Skills and Qualifications:
 
 
 
Extensive consumer products and services, financial, international growth, and general management experience.
David Hopkinson
Independent Director
 
 
 

Director Since: May 2021

Age: 51

Committees: Nominating and Governance Committee & Compensation Committee
Other Public Company Boards:

Mr. Hopkinson is not a director of any other public company board.
Executive Highlights:
 
 
 
An accomplished executive with more than 25 years of diverse sports industry experience, Mr. Hopkinson is currently President and Chief Operating Officer of Madison Square Garden Sports and President of Team Business Operations for MSG’s portfolio of teams which include the New York Knicks (NBA), New York Rangers (NHL) and esports businesses Counter Logic Gaming and Knicks Gaming. Prior to joining MSG Sports, David served as Global Head of Partnerships for Real Madrid Club de Futbol in Madrid, Spain from 2018 to 2020. Mr. Hopkinson spent over 20 years with Maple Leaf Sports and Entertainment (MLSE) in Toronto, Canada and in his last role with MLSE, he served as Chief Commercial Officer, responsible for all revenue generation across MLSE’s teams; the Toronto Maple Leafs (NHL), Toronto Raptors (NBA) and Toronto FC (MLS). David has served on the Chancellor’s Advisory Committee at McGill University in Montreal, Canada as well as the Board of Directors of Canada Basketball and Board of Directors of Canada’s Walk of Fame. In 2013, he was awarded the Queen Elizabeth II Diamond Jubilee Medal in recognition of his Service to Canada.
 
 
 
Select Skills and Qualifications:
 
 
 
Extensive operational, management and revenue generation experience.
12

Thomas Looney
Independent Director
 
 
 

Director Since: May 2021

Age: 59

Committees: Audit Committee & Compensation Committee
Other Public Company Boards:

Mr. Looney is not a director of any other public company board.
Executive Highlights:
 
 
 
Tom Looney is the former President of Diageo US Spirits & Canada. In this position Mr. Looney maintained full responsibility for the growth and development of the company’s spirits business in the United States & Canada including brands such as Smirnoff, Crown Royal, Baileys, Johnnie Walker, Captain Morgan, and Ketel One. Mr. Looney was also a member of Diageo’s North American Executive Team. Previously, Mr. Looney held the position of President, Diageo Beer Company overseeing US sales, finance, marketing, and innovation teams.
 
 
 
Select Skills and Qualifications:
 
 
 
Extensive innovation, sales, finance and marketing experience.
Renah Persofsky
Independent Director
 
 
 

Director Since: May 2021

Age: 64

Committees: Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee, Independent Director
Other Public Company Boards:

Ms. Persofsky is currently a director of Hydrofarm Holdings Group, Inc., Alkemy and Greenlane Holdings, Inc.
Executive Highlights:
 
 
 
Renah Persofsky has over 40 years of business experience. She presently serves as the Board Chair for BookJane, an innovative technology platform that enhances the opportunity of the gig economy in the healthcare space, and as the executive Chair of Green Gruff, a dog wellness company that produces organic and sustainable dog supplements. Renah also serves on the board of Hydrofarm Holdings Group, Inc. America’s oldest and largest independent wholesaler and manufacturer of hydroponics equipment and grow lights. Recently, Renah was appointed to the board of Alkemy, the world’s first plastic mining company. She has been an executive consultant to many iconic Canadian brands including Tim Hortons, Canadian Tire, CIBC, Canada Post and Interac, and was an executive officer of the Bank of Montreal. Ms. Persofsky is a global leader in e-commerce and has co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a special advisor to the Minister of Foreign Affairs and Trade.
 
 
 
Select Skills and Qualifications:
 
 
 
Public company board experience, extensive governance and management experience.
13

Walter Robb
Independent Director
 
 
 


Director Since: May 2021

Age: 68

Committees: Chair of the Compensation Committee & Audit Committee Member, Independent Director
Other Public Company Boards:

Mr. Robb is not a director of any other public company board.
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.
 
 
 
Mr. Robb will not stand for re-election solely due to personal health and medical reasons.
 
 
 
Select Skills and Qualifications:
 
 
 
Executive and public company board experience, and extensive entrepreneurship, management and governance experience.
Brendan Kennedy
 
 
 


Director Since: January 2018

Age: 50

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 Brands, Inc. Mr. Kennedy brings over 11 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. 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.
 
 
 
Mr. Kennedy will not stand for re-election.
 
 
 
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.
14

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Overview
To guide the operation and direction of the Board and its committees, our Board has established charters for its standing committees and our Code of Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the rules and listing standards of the Nasdaq, the rules and regulations of the SEC and other legal requirements. These materials are available on our website – https://ir.tilray.com/corporate-governance/governance-overview.
These materials are also available in print free of charge to stockholders, upon written request to Tilray Brands, Inc., Investor Relations, 245 Talbot Street West, Leamington, Ontario N8H 4H3, Canada. Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in Delaware law, the rules and listing standards of the Nasdaq, the rules and regulations of the SEC, and the rules and regulations under the Internal Revenue Code of 1986, as amended (the “Code”), as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted.
Board Diversity
The Board Diversity Matrix below provides the diversity statistics for our Board. The Nominating and Corporate Governance Committee is committed to enhancing the Board’s diversity profile at such time as it evaluates any newly nominated directors.
Board Diversity Matrix (As of September 19, 2022)
Total Number of Directors
9
Female
Male
Non-Binary
Did Not Disclose Gender
Part I: Gender Identity
Directors
2
7
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
2
7
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
Independence of The Board of Directors
As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent”, as affirmatively determined by the board of directors. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent”, including those set forth in the applicable Nasdaq listing standards (including as independent is currently defined in Rule 4505(d)(2) of those listing standards).
Consistent with these considerations, after review of all identified relevant transactions or relationships between each director, or any of his or her family members, and Company, its senior managements and its independent registered public accounting firm, our Board has determined that each of Ms. Renah Persofsky, Ms. Jodi Butts, Mr. David Clanachan, Mr. John M. Herhalt, Mr. David Hopkinson, Mr. Tom Looney and Mr. Walter Robb is independent under the listing rules of the Nasdaq Global Select Market.
15

Our Board has also determined that Mr. Simon and Mr. Kennedy are not independent under the listing rules of the Nasdaq Global Select Market.
Board Leadership Structure
Our Board is currently chaired by our President and Chief Executive Officer, Mr. Simon.
The Company believes that combining the positions of Chief Executive Officer and Board Chair helps to ensure that the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of Chief Executive Officer and Board Chair provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes that a combined Chief Executive Officer/Board Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a Board Chair with an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer) as compared to a relatively less informed independent Board Chair. In addition, the Board believes that it is best served by having a separate independent director (currently Ms. Persofsky) serve as the Company’s Vice Chair to facilitate strong communication and coordination between management and the independent members of the Board.
Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
With respect to cybersecurity risk oversight, our Board and our Audit Committee receive periodic reports from the appropriate managers on the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to these periodic reports, our Board and our Audit Committee receive updates from management as to changes to the Company’s cybersecurity risk profile or significant newly identified risks.
Director Independence
Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board conducts an annual assessment of the independence of each member of our Board, taking into consideration all relationships between the Company and/or our officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such other criteria as our Board may determine from time to time.
Our Board has determined that each of Renah Persofsky, Jodi Butts, David Clanachan, John Herhalt, David Hopkinson, Tom Looney, and Walter Robb qualifies as “independent” as defined under the applicable Nasdaq rules.
The Board monitors its compliance with Nasdaq requirements for director independence on an ongoing basis, including through an annual review of director questionnaires and consideration of transactions and relationships between each director or any member of his or her immediate family and the Company as well as other relevant
16

facts and circumstances. The Board and the Nominating and Corporate Governance Committee considered the directors’ responses to a questionnaire asking about their relationships with the Company (and their immediate family members’ relationships with the Company) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors.
Communications with the Board
Stockholders and other interested parties who wish to communicate directly with any member of our Board, or our non-management directors as a group, may do so by writing to the Board or Non-Management Directors. Historically, the Company has not provided a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. The Company believes its responsiveness to stockholder communications to the Board has been very good. The Board has authorized the office of our Legal Department to collect the information and investigate the matter as appropriate based on the nature of the matter. The Legal Department is required to promptly forward a copy of each complaint to the Audit Committee. Pursuant to the Code of Conduct, the Legal Department also has the ability to bring the complaint to the attention of the Company’s full Board, Chief Executive Officer, Chief Financial Officer or any other party that the Legal Department deems necessary or appropriate. The Legal Department has the ability to investigate any such complaints and can hire outside advisors such as lawyers, accountants and auditors to conduct procedures under the direction of the Audit Committee.
The Board values the input of the stockholders who engaged with us on these important matters, and believes that the changes enhance stockholder rights, provide increased accountability of the Company and our Board to our stockholders, and give us an opportunity to further demonstrate our values and commitment to advancing diversity, equity and inclusion.
Related Party Transactions
The following is a summary of transactions for the fiscal year ended May 31, 2022 in which Tilray was a participant, in which:
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.
Docklight LLC (“Docklight”) royalty and management services
The Company previously paid Docklight a royalty fee pursuant to a brand licensing agreement that provided the Company with exclusive rights in Canada for the use of certain adult-use brands up until the Company returned the brand to Docklight. Brendan Kennedy owns equity interests in Docklight LLC and is also a Director of the Company. Docklight terminated the underlying brand licensing agreement by notice dated February 9, 2022. The parties are currently engaged in litigation in relation to this license agreement, as described in more detail in our annual report on Form 10-K for the fiscal year ended May 31, 2022.
Related-Person Transactions Policy
In July 2018, Tilray adopted a formal written policy that Tilray’s executive officers, directors, key employees, holders of more than 5% of any class of Tilray’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related-party transaction with Tilray without the prior consent of Tilray’s Audit Committee, or other independent body of Tilray’s Board in the event it is inappropriate for Tilray’s Audit Committee to review such transaction due to a conflict of interest. Any request for Tilray to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates in which the amount involved exceeds $120,000 will be required to first be presented to Tilray’s Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, Tilray’s Audit Committee will consider the relevant facts and circumstances available and deemed relevant to Tilray’s Audit Committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-party’s interest in the transaction.
17

Code of Conduct
We maintain a Code of Conduct, which has been approved by our Board, to ensure that our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer, understand the basic principles that govern our corporate conduct. The Code of Conduct is available on our website - https://ir.tilray.com/corporate-governance/governance-overview.
A stockholder may request a copy of the Code of Conduct by contacting our Corporate Secretary at 245 Talbot Street West, Leamington, Ontario N8H 4H3, Canada.
Any waivers or substantive amendments of the Code of Conduct will be publicly disclosed.
18

MEETINGS AND BOARD COMMITTEES
Board Meetings and Director Attendance
The Board met 10 times in the 12-months ended May 31, 2022. In 2021, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of our Board on which the director served (during the periods that he or she served).
Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities, provided that the full Board will meet at least four times per year. In addition, directors are expected to use reasonable efforts to attend the Annual Meeting of Stockholders.
In addition, non-employee directors frequently meet in executive sessions without management in conjunction with each regularly scheduled Board meeting. The Company’s Vice Chair has the primary responsibility to preside over these sessions of the Board. The current Vice Chair is Renah Persofsky.
Committees of the Board
Our Board currently has standing Audit, Compensation and Nominating and Corporate Governance Committees. All of the members of these committee meet the applicable independence requirements of the Nasdaq and the SEC. Our Board has the ability to establish special committees, if necessary.
Each of our standing committees is governed by a written charter, which is subject to annual review by each respective committee and approval by the Board. Committee charters are available on our website https://ir.tilray.com/corporate-governance/governance-overview.
Board Committee Membership
As of May 31, 2022, our committee membership was as follows:
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
*
+
*
Committee Member
+
Committee Chair
++
Lead Director

Chairman of the Board
Audit Committee
Our Audit Committee met 5 times in the 12-months ended May 31, 2022. Our Audit Committee currently consists of Messrs. Clanachan, Herhalt, Looney and Robb, with Mr. Herhalt serving as the Chair. Our Board has determined each member of our Audit Committee to be independent under the listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit Committee is Mr. Herhalt. Our Board has determined that each of John Herhalt and Walter Robb is an “Audit Committee financial expert” within the meaning of SEC regulations. Our Board has also determined that each member of our Audit Committee has the requisite
19

financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their current and prior employment. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our Audit Committee include:
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.
The Audit Committee Report can be found on page 50 of this Proxy Statement.
Compensation Committee
Our Compensation Committee met 5 times in the 12-months ended May 31, 2022. Our Compensation Committee is comprised of Messrs. Hopkinson, Looney and Robb, with Mr. Robb, serving as chair. We have affirmatively determined that each member of the Compensation Committee qualifies as independent under Nasdaq rules, including the additional independence standards for members of a Compensation Committee, and that each qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code.
The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans and programs and to review and determine the level of compensation to be paid to our executive officers and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
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;
20

reviewing and establishing general policies relating to compensation and benefits of our employees; and
reviewing our overall compensation philosophy.
Compensation Committee Process and Procedures
Typically, the Compensation Committee meets at least semiannually and with greater frequency if necessary and appropriate. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with management.
From time to time, various members of management and other employees as well as external advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in-camera, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation advisors and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.
The Compensation Committee has direct responsibility for the oversight of the work of external advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, external compensation advisors to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, an external compensation advisor, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
Pursuant to its charter, the Compensation Committee has sole authority to retain or obtain advice from any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the compensation and other terms and conditions of retention.
The Compensation Committee Report can be found on page 37 of this Proxy Statement.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee met 3 times in the 12-months ended May 31, 2022. Our Nominating and Corporate Governance Committee is comprised of Ms. Butts, Ms. Persofsky and Mr. Hopkinson, with Ms. Persofsky serving as Chair. We have affirmatively determined that each member of the Nominating and Corporate Governance Committee qualifies as independent under Nasdaq rules. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
Specific responsibilities of our Nominating and Corporate Governance Committee include:
reviewing and recommending to our Board for approval the compensation of our directors;
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.
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The Board believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Board retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee, if it deems appropriate, will use a professional search firm to compile a list of potential candidates. The Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 245 Talbot Street West, Leamington, Ontario N8H 4H3, Canada. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of the Company’s stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Compensation Committee Interlocks and Insider Participation
There were no Compensation Committee interlocks in respect of the fiscal year ended May 31, 2022.
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DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Our non-employee directors are entitled to receive compensation for their service consisting of annual cash retainers and equity awards, as described below. Our Board may revise the policy as it deems necessary or appropriate.
Cash Compensation. All non-employee directors are entitled to receive the following annual cash compensation:
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
Equity Compensation. On June 21, 2021, all non-employee directors were granted a one-time equity award equal to $200,000 in RSUs in connection with their initial election or appointment to the Board as a non-employee director, subject to three (3) year equal and ratable vesting, assuming continued Board service for such period. On an annual basis, each director is granted an annual RSU grant for Class 2 Common Stock with a total value of $200,000, subject to 100% “cliff” vesting on the earlier of the (i) one (1) year anniversary of such grant date or (ii) next annual stockholder meeting, assuming continued Board service for such period. The Fiscal Year 2022 annual award was granted to each non-employee director on June 21, 2021.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2022
The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2022.
Name
Fees Earned or
Paid in Cash ($)
Fees for Services
on Special Litigation
Committee ($)(3)
Stock
Awards ($)(2)
Total ($)
Jodi Butts(1)
120,000
50,000
400,000
​570,000
David F. Clanachan(1)
120,000
400,000
520,000
John M. Herhalt(1)
140,000
50,000
400,000
​590,000
David Hopkinson
120,000
400,000
520,000
Brendan Kennedy
120,000
400,000
520,000
Thomas Looney
120,000
400,000
520,000
Renah Persofsky(1)
230,000
75,000
400,000
​705,000
Walter Robb
140,000
400,000
540,000
(1)
The amounts shown are converted into USD with an exchange rate of $0.7899 (USD) to $1.0000 (CAD).
(2)
This includes both the initial and annual equity grants.
(3)
Each of Ms. Butts, Mr. Herhalt and Ms. Persofsky (Chair) received an additional one-time fee for their FY 2022 services on the Company’s Special Litigation Committee (the “SLC”) in connection with the derivative litigation matter captioned in re Tilray Brands, Inc. Reorganization. The SLC findings resulted in a preliminary settlement in which the defendants are expected to pay $26.9 million to Tilray.
Name
Number of shares
Subject to Outstanding
Options as of May 31, 2022
Number of shares
Underlying
RSUs as of May 31, 2022
Jodi Butts
56,306
David F. Clanachan
23,030
John M. Herhalt
68,219
David Hopkinson
65,781
Brendan Kennedy
2,762,954
23,030
Thomas Looney
68,219
Renah Persofsky
30,710
82,558
Walter Robb
65,781
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CERTAIN BENEFICIAL OWNERSHIP MATTERS
Security Ownership of Principal Stockholders
The following table sets forth information with respect to the beneficial ownership of our capital stock as of September 19, 2022, by:
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.
The percentage of shares beneficially owned shown in the table is based on shares of Common Stock outstanding as of September 19, 2022. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including stock options or warrants that are exercisable within 60 days of September 19, 2022 or restricted stock units that will vest within 60 days of September 19, 2022. Our shares of Common Stock issuable pursuant to stock options, warrants or restricted stock units are deemed outstanding for computing the percentage of the person holding such options and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Tilray Brands, Inc., 245 Talbot Street West, Leamington, Ontario N8H 4H3, Canada.
 
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)
1,777,126
*
Renah Persofsky(2)
114,431
*
Jodi Butts(3)
41,816
*
David Clanachan
8,540
*
John M. Herhalt(4)
56,779
*
David Hopkinson(5)
46,065
*
Brendan Kennedy(6)
10,272,090
1.93%
Tom Looney(7)
67,356
*
Walter Robb(8)
58,065
*
Carl Merton(9)
302,160
*
Denise Faltischek(10)
359,397
*
James Meiers(11)
386,954
*
Mitchell Gendel(12)
25,929
*
All current executive officers and directors as a group (13 individuals)(13)
13,516,708
2.54%
*
Represents less than one percent of the outstanding Common Stock.
(1)
Represents (a) 915,239 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.
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(2)
Represents (a) 24,193 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, and (c) 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 (a) 8,540 shares of Common Stock held directly by Ms. Butts, and (b) 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) 11,590 shares of Common Stock held directly by Mr. Herhalt, 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 (a) 3,314 shares of Common Stock held directly by Mr. Hopkinson 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. Hopkinson ceases to serve as a director of the Company.
(6)
Represents (a) 7,274,196 shares of Common Stock held directly by Mr. Kennedy, (b) 2,762,954 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) 22,167 shares of Common Stock held directly by Mr. Looney, 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. Looney ceases to serve as a director of the Company.
(8)
Represents (a) 15,314 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) 258,429 shares of Common Stock held directly by Mr. Merton, (b) 20,750 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) 110,397 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) 137,954 shares of Common Stock held directly by Mr. Meiers and (b) 249,000 shares of Common Stock issuable upon the exercise of options held directly by Mr. Meiers.
(12)
Represents 25,929 shares of Common Stock held directly by Mr. Gendel.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons beneficially holding more than 10% of our Common Stock to file with the SEC reports of their ownership of our Common Stock and any changes in that ownership. To our knowledge, all of these filing requirements were timely satisfied in Fiscal Year 2022. In making this statement, we have relied upon the written representations of our directors and executive officers and copies of reports that have been filed with the SEC.
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COMPENSATION DISCUSSION & ANALYSIS
This compensation discussion and analysis (“CD&A”) describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee from June 1, 2021 through May 31, 2022 (the “Fiscal Year 2022”). The purpose of the CD&A is to provide stockholders with an understanding of the Company’s compensation philosophy and objective as well as an overview of the analysis that the Compensation Committee performed in setting Tilray’s executive compensation.
Identification of Named Executive Officers
Our named executive officers (“NEOs”), consist of all persons who served as (i) our Chief Executive Officer or Chief Financial Officer during Fiscal Year 2022; and (ii) the next three most highly compensated executive officers who were serving as of May 31, 2022:
Tilray Named Executive Officers as of May 31, 2022
Name
Position
Age
Irwin Simon
President, Chief Executive Officer and Chairman of the Board (“CEO”)
64
Carl Merton
Chief Financial Officer
53
Denise Faltischek
Head of International and Chief Strategy Officer
49
James Meiers
Senior Vice President, U.S. Operations (Mr. Meiers’ title changed, effective September 15, 2022)
64
Mitchell Gendel
Global General Counsel and Corporate Secretary
57
Mr. Simon is Chairman, President and Chief Executive officer at Tilray, Inc. An executive with over 30 years of experience building industry-leading, disruptive consumer packaged goods companies from organic and natural foods, dietary supplements, personal care, and cannabis. Before Tilray, Mr. Simon transformed Aphria Inc. into a profitable global cannabis company with leading market share brands. Mr. Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading organic and natural products company, in 1993. As Founder, President, Chief Executive Officer, and Chairman, he led Hain Celestial for more than 25 years and grew the business to $3 billion in net sales with operations in North America, Europe, Asia, and the Middle East, providing consumers with A Healthier Way of Life. He is also the Executive Chairman of Whole Earth Brands, Inc. (NASDAQ: FREE), a global industry-leading platform focused on the “better for you” consumer packaged goods and ingredients space, and Presiding Director at Stagwell Inc. (formerly known as MDC Partners Inc.), a provider of marketing, activation and communications solutions and services.
Mr. Merton joined Tilray Brands in May 2021, and currently serves as Chief Financial Officer. Prior to joining Tilray Brands, Carl served as Chief Financial Officer of Aphria Inc., from December 2015 until April 2021, where he led in transforming the company into a global cannabis leader. Prior to serving as Aphria Inc’s Chief Financial Officer, Carl served as Vice-President, Special Projects at Atlas Tube Canada ULC and Chief Financial Officer of Reko International Group Inc., a publicly-held company.
Ms. Faltischek joined Tilray Brands in May 2021, and currently serves as Chief Strategy Officer and Head of International. Prior to joining Tilray Brands, Denise served as Chief Strategy Officer of Aphria Inc., from September 2019 until May 2021, where she led the Company’s global strategy and played a pivotal role in establishing Aphria as a global cannabis leader and oversaw the medical and international businesses. From July 2005 until August 2019, Ms. Faltischek served in numerous roles of increasing responsibility within The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East. From April 2018 until August 2019, she served as Executive Vice President and Chief Strategy Officer, Corporate Secretary and prior to that as General Counsel from October 2009 until April 2018.
Mr. Gendel joined Tilray Brands in July 2021, as General Counsel and Corporate Secretary. Prior to joining Tilray Brands, Mitch served as General Counsel of Emerald Holding, Inc, from April 2020 until July 2021. At Emerald, he was responsible for all legal affairs including corporate governance, securities and compliance and litigation matters. Mitch also served as Chief Restructuring Officer of Steel Partners LLP, from November 2019 until June 2020. From 2004 through August 2019, Mitch was General Counsel of MDC Partners, Inc., a global, publicly-held advertising and communications company.
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Mr. Meiers joined Tilray Brands in May 2021, and currently serves as Senior Vice President, Operations, and was previously Aphria’s Head of Canada. Prior to joining Tilray Brands, Jim served as President of The Hain Celestial Group, Inc. from January 2005 until April 2021, where he held various executive roles including President Hain Celestial Personal Care, CEO Hain Pure Protein and Chief Supply Chain Officer of Hain Grocery & Snacks. Prior to that Jim held positions with H.J. Heinz and Kraft Food, publicly-held companies.
Engagement of Independent Compensation Consultant
In Fiscal Year 2022, the Compensation Committee consulted with a new independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”). Semler Brossy provided advisory services to the Compensation Committee at the beginning of Fiscal Year 2021 through July 2021. Subsequent to July 2021, all analyses related to executive compensation for the Fiscal Year 2022 were conducted internally. Internal analyses included gathering and analyzing data and reviewing and advising on principal aspects of executive compensation. Base salaries, equity awards, and bonuses for executive officers were among the items reviewed based on market data previously provided by Semler Brossy. The Compensation Committee assessed the independence of Semler Brossy prior to its engagement and determined that its work for the Compensation Committee would not raise any conflict of interest. See “Role of Compensation Consultant” for additional detail regarding Semler Brossy’s role. Following the completion of its engagement in July 2021, Semler Brossy did not provide any additional services to the Compensation Committee.
Executive Compensation Program
The Compensation Committee of our Board has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each NEO’s compensation. Our compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our stockholders with our ability to attract and retain talented executives. Our compensation approach is tied to our key strategic initiatives and anticipated growth and the current performance goals are set with the objectives of increasing our revenues and EBITDA; increasing our market share in applicable geographic regions; and advancing our product development, thereby, increasing stockholder value. Our executive compensation program is based on four guiding principles. We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance-based contingent payments, in the proportions that we believe achieve these four guiding principles:
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.
An important element of our compensation philosophy is to provide our NEOs with compensation packages that are competitive with the compensation offered to executives in comparable positions in cannabis, biotech/pharmaceuticals, and consumer-packaged goods companies of similar size and operating in similar geographies in order to attract dynamic and innovative executives to lead our strategic initiatives. As such, the Compensation Committee utilizes and relies significantly on a competitive market analysis when determining the size, components and mix of our NEOs’ compensation packages. The Company’s annual compensation package consists of the following principal components: (a) base salary, (b) eligibility for an annual cash incentive payment and (c) long-term equity incentive compensation.
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The Compensation Committee reviews and approves all compensation decisions relating to our executives, including our NEOs, and oversees and administers our executive compensation programs and initiatives. Our compensation program is designed to attract and retain talented employees, to motivate them to achieve our key financial, operational, and strategic goals, and to reward them for superior performance. Assuming we continue to meet our corporate, operational and research milestones, add to our senior management team, and progress toward commercialization of additional products, we expect that the overall philosophy and the specific direction, emphasis, and various components of our executive compensation program will evolve. The objectives of the compensation program included:
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.
Summary of Executive Compensation Philosophy and Objectives
What We Do
What We Don’t Do
Pay for Performance – majority of compensation “at risk”
Permit short sales by directors, officers or employees
Reasonable post-employment and change in control provisions
Allow hedging or pledging of Company stock
Stock ownership guidelines
Offer change in control tax gross-ups
Use of Multiple Performance Metrics
Permit repricing of underwater options without stockholder approval
Clawback Policy for equity incentive awards in the event of restatement of financial results
Offer unreasonable perquisites
 
 
No single trigger cash severance based solely on a change in control of the Company
Peer Group Composition
The Compensation Committee and Semler Brossy’s review and determination at the end of Fiscal Year 2021 of the applicable peer group appropriately balanced the following four relevant spectrums:
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.
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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.
It was important to the Compensation Committee that the peer group reflect high revenue growth companies.
In March 2021, the ultimate outcome of this peer group review was the creation of the following 18-company peer group for Fiscal Year 2021 for purposes of determining the compensation arrangements for Tilray’s senior executive officers:
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.
No changes were made to this peer group for purposes of Fiscal Year 2022 compensation. As the cannabis industry and our business evolves and matures, the Compensation Committee will continue to evaluate the appropriateness of each peer annually and make any necessary changes.
Elements of Compensation and Fiscal Year 2022 Compensation Determinations
Our executive compensation program has historically consisted of three principal components: base salary, annual cash incentive payments (together with base salary, “total cash compensation”), and long-term equity incentive compensation. The long-term equity incentive compensation has consisted primarily of restricted stock units, and historically stock options, which vest over time if the executive remains employed with the Company. We also provide our NEOs with certain other benefits including severance and change-of-control benefits, the ability to participate in our 401(k) plan and other employee benefit plans that are generally available to all other eligible employees.
In reviewing our senior executive compensation, the Compensation Committee considers data regarding the competitive market for senior executive talent. Relevant comparisons among executives at these companies are identified and are then compared to the comparable executive at Tilray.
The Compensation Committee does not evaluate total compensation amounts for any senior executive based on a specific benchmark or percentile positioning. Rather, the Compensation Committee considers the compensation levels from the competitive assessment as one factor in determining the total compensation amount for each senior executive. The assessment considered multiple reference points of relevant market data; and for Mr. Simon, the Committee considered the full range of market data from our industry and similarly sized peers. In addition to market data, the Compensation Committee considered numerous other factors when making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and his or her length of time in the role.
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Key Components of Tilray Compensation Plan
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
Fiscal Year 2021 Compensation Following the Business Combination with Aphria, Inc.
For Fiscal Year 2021, our NEOs received material bonus payments and equity awards in recognition of their efforts with the business combination with Aphria, Inc. and the related growth in the scope and responsibilities of their positions with the Company post-combination with Aphria, Inc. Specifically, cash bonus payments were made to Mr. Simon, Mr. Merton, Ms. Faltischek and Mr. Meiers in recognition of each of their exceptional efforts and in consideration of their unique and significant contributions to Aphria, Inc. and its transformation that resulted in the business combination with Aphria, Inc. These bonus amounts are disclosed in the Summary Compensation Table in respect of Fiscal Year 2021.
In addition, pursuant to the terms of the business combination with Aphria, Inc., all outstanding equity awards under the Aphria Omnibus Long-Term Incentive Plan immediately prior to the closing of the business combination were assumed and exchanged into either an option to acquire a number of shares of Company Class 2 Common Stock or a right pursuant to a restricted stock unit or a deferred stock unit to receive shares of Company Class 2 Common Stock upon settlement, as applicable, equal to the product of (x) the number of Aphria shares subject to
30

such applicable equity award immediately prior to the closing multiplied by (y) 0.8300 (the “Exchange Ratio”), for a total of 6,461,092 shares of Class 2 Common Stock (the “Exchanged Awards”). The Compensation Committee determined that in order to align the treatment of outstanding Tilray equity awards held by former executives, which were fully accelerated as a result of the business combination, Exchanged Awards held by the NEOs were accelerated in August 2021. In July 2021, due to a rounding issue related to the Exchange Ratio, a make-whole cash payment was made to Mr. Simon, Mr. Merton, Ms. Faltischek, and Mr. Meiers in connection with their Exchanged Awards.
Risk Management Considerations
The Compensation Committee believes that the following features of performance-based bonus and equity programs appropriately incentivize the creation of long-term stockholder value while discouraging behavior that could lead to excessive risk:
Financial Performance Measures. The financial metrics used to determine the amount of an executive’s bonus are measures the Committee believes drive long-term stockholder 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.
Clawback Policy. Pursuant to the terms of the Company’s 2018 Amended and Restated Tilray Brands, 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.
Total Cash Compensation of NEOs
Overview
The total cash compensation of our executive compensation program has served a two-fold purpose. Base salaries are intended to provide financial stability, and predictability and security of compensation for our NEOs for fulfilling their core job responsibilities, while the annual cash performance bonus is intended to incentivize and reward the achievement of predetermined corporate objectives that are aligned with our strategic plan as well as individual performance.
Adjustments in total cash compensation targets may then be made based on factors such as an executive’s duties and responsibilities and his or her position in the Company, an executive’s individual contributions, as well as management’s financial forecasts for the upcoming year.
Fiscal Year 2022 Base Salary and Total Cash Compensation Determinations
The Compensation Committee generally establishes annual base salaries for our NEOs commensurate with the level of experience that the executive brings to the position, the nature of the responsibilities required of the executive, such as whether the executive is performing in multiple roles, how successful the executive is in achieving goals established by the Compensation Committee and the executive’s contributions to the Company and internal pay equity considerations, but does not assign any specific weights to these factors. As discussed in other parts of this CD&A, the Compensation Committee also gives significant consideration to the size of the Company and our budgeted operating expenses in setting annual base salaries and has not historically targeted base salaries for
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our NEOs to any specific level within the range of base salaries paid by our peer group. Base salaries are reviewed annually and may be adjusted to better match competitive market levels or to recognize an executive’s professional growth and development, increased responsibility or other discretionary factors.
In determining the base salary levels for each of Mr. Simon, Mr. Merton, Ms. Faltischek, Mr. Meiers in connection with their continued employment, the Compensation Committee considered the significant increase in responsibility of these executives post-business combination with Aphria, Inc., their respective relevant experience and achievements and the level of compensation of our peer group companies and other survey data and individual negotiations with each executive. For Mr. Gendel, as a new NEO upon joining the Company in July 2021, his base salary was determined primarily based on competitive conditions applicable to his specific position.
The following table sets forth, for each NEO, the annualized base salary for the 2022 Fiscal Year:
Name
Fiscal Year 2022 Base Salary
Irwin Simon
$1,700,000
Carl Merton(1)
$375,238
Denise Faltischek
$500,000
James Meiers
$500,000
Mitchell Gendel(2)
$425,000
(1)
The salary of Mr. Merton is converted into USD with an exchange rate on May 31, 2022 of $0.7899 (USD) to $1.0000 (CAD). The annual salary of Mr. Merton is $475,000 (CAD).
(2)
Mr. Gendel commenced employment with the Company on July 17, 2021, and therefore his base salary was pro-rated because as he was not employed for the entirety of Fiscal Year 2022.
Annual Performance Bonus Plan
We offer our NEOs the opportunity to earn annual cash bonuses that are intended to compensate them for achieving short-term company and individual performance goals. Our Compensation Committee establishes the target bonuses of our NEOs, which are evaluated from time to time.
The Company’s compensation program is designed to reward performance relative to corporate financial performance criteria and individual performance. Specifically, the Company’s senior executives are eligible to receive an annual bonus each year in a target amount equal to a percentage of their base salary if the Company fully achieves the financial performance targets established by the Compensation Committee and the CEO and each NEO is determined to have satisfied his or her individual performance criteria. The Company does not apply a formula or use a pre-determined weighting when comparing overall performance against the various individual objectives, and no single objective is material in determining individual awards.
The Company’s financial performance for Fiscal Year 2022 failed to fully achieve the financial targets established by the Compensation Committee in July 2021, including consolidated net revenue and Adjusted EBITDA targets established by the Board. Therefore, the Compensation Committee determined that no annual cash bonus award would be made to any NEOs in respect of the Fiscal Year 2022.
Name
Target Bonus Percentage of
Base salary
Bonus Amount ($) for Fiscal
Year 2022
Irwin Simon
200% (up to a maximum of 350%)
$0
Carl Merton
100%
$0
Denise Faltischek
100%
$0
James Meiers
100%
$0
Mitchell Gendel
100%
$0
Equity Incentive Compensation
The Company grants long-term incentive awards to our NEOs in the form of restricted share units that may be subject to time-based and performance-based vesting requirements. We use long-term equity-based compensation to incentivize and retain our executive officers by linking their awards to our long-term financial performance. We believe that these long-term incentives motivate our executive officers to grow revenues and earnings, enhance
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stockholder value and align their interests with those of our stockholders. We typically award long-term equity-based compensation with restricted stock units that vest over time so long as the executive remains employed with the Company. Thus, the units are designed both to link executives’ interests with those of our stockholders (as the units’ value is based on the value of Tilray Brands, Inc. Class 2 Common Stock) and to provide a long-term retention incentive for the vesting period, as they generally have value regardless of share price volatility.
Awards of performance-based restricted share units also cover multiple years, with a percentage of the units subject to the award becoming eligible to vest each year based on the Company’s and the individual’s performance during that year relative to performance goals reviewed by the Compensation Committee. Before any performance-based restricted share unit is paid, the Compensation Committee must certify that the performance target(s) have been satisfied. The Compensation Committee has discretion to determine the performance target(s) and any other restrictions or other limitations of performance-based restricted share units and may reserve discretion to reduce payments below maximum award limits. Thus, the performance units are designed both to motivate executives to maximize the Company’s performance each year and to provide a long-term retention incentive for the entire period covered by the award.
The Compensation Committee determines the size of equity award grants after considering the following factors:
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.
The Compensation Committee does not take into consideration an executive’s aggregate equity holdings or equity carrying value in determining annual long-term equity incentive awards.
July 2021 Staking Grants
In July 2021, shortly following the business combination with Aphria, Inc., the Compensation Committee awarded the NEOs an equity staking grant in connection with certain executive officers assuming greater leadership role and responsibilities related to key corporate activities (the “Staking Grants”). The Compensation Committee approved material awards and in order to retain and motivate our NEOs during the critical stage of taking control of Tilray following the business combination with Aphria, Inc. The Staking Grants are composed of three different restricted stock unit (“RSU”) awards as further described below. Each RSU represents a contingent right to receive one (1) share of Tilray Brands, Inc. Class 2 Common Stock.
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 Brands, 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%. The applicable VWAP threshold target for the PSUs is $[15.80] per share. No PSUs will be eligible to vest if the threshold appreciation target 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, Mr. Meiers and Mr. Gendel 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
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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 RSUs and Mr. Merton, Ms. Faltischek, Mr. Meiers and Mr. Gendel were each granted 48,661 RSUs.
PSUs can be earned only upon achievement of specified cost synergies ($80 million in aggregate) of Aphria, Inc. and Tilray following completion of the business combination with Aphria, Inc. (“Synergy PSUs”) to motivate achievement of operational efficiency goals, measuring cost reductions and revenue generation. 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, Inc., as approved by Tilray’s Compensation Committee, over a three (3) year performance period from the grant date until July 27, 2024, with 50% of the Synergy 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, Mr. Meiers and Mr. Gendel were each granted 48,662 Synergy PSUs. Effective July 26, 2022, the Compensation Committee determined that the applicable financial targets were fully achieved and, accordingly, 50% of the Synergy PSUs vested.
As a result, all of the Staking Grants are intended to be long-term incentive awards tied to challenging financial performance targets, stock price appreciation goals, and continued employment of the Tilray Leadership.
Name
Time-Based
RSUs
Synergy
PSUs
VWAP Stock
Appreciation PSUs
Total Units
assuming Target
Achievement
(100%)
Total
Units assuming
Maximum
Achievement
(250%)
Irwin D. Simon
392,772
392,772
392,772
1,178,316
1,767,474
Carl Merton
48,661
48,662
48,662
145,985
218,978
Denise Faltischek
48,661
48,662
48,662
145,985
218,978
Jim Meiers
48,661
48,662
48,662
145,985
218,978
Mitchell Gendel
48,661
48,662
48,662
145,985
218,978
Annual LTIP RSU Grants
In addition to the Staking Grants, the Compensation Committee awarded annual LTIP RSU grants to most of the Tilray senior executive officers in July 2021. These LTIP RSU awards, as well as new hire and annual RSU awards, vest in tranches over two years with 50% of the shares subject to the awards generally vesting one year from the vesting commencement date and the remaining 50% of shares vesting on the second anniversary of the grant date. Restricted stock units provide long-term incentive compensation that has greater retention value as compared to stock options in a flat or down market while minimizing earnings dilution.
Name
Annual LTIP RSU Target
Irwin Simon
250%
Carl Merton
175%
Denise Faltischek
175%
James Meiers
175%
Mitchell Gendel
175%
Other Compensation and Benefits
Severance and Change of Control Benefits. Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to our executive agreements with our NEOs. The terms of executive agreements are described in more detail below in the sections entitled “Employment, Severance and Change of Control Benefits.” The Compensation Committee believes these agreements are an essential element of our executive compensation program and assist the Compensation Committee in recruiting and retaining talented executives. The Compensation Committee also believes these benefits serve to minimize the distractions to the executive, reduce the risk that the
34

executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential transaction, rather than worrying about how business decisions that may be in our best interest and the interests of our stockholders will impact his or her own financial security. Further, these agreements are in line with customary practices at an executive level at our peer companies.
Other Benefits. We believe that establishing a competitive benefit package consistent with companies with which we compete for employees is an important factor in attracting and retaining talented employees. Thus, we provide our NEOs with employee benefits on the same basis as offered to our full time non-executive employees, including health and dental insurance, supplemental life insurance, short-term and long-term disability, and a 401(k) plan.
Stock Ownership Guidelines
The Company’s stock ownership guidelines require that each named executive officer own a significant equity stake in the Company during their employment. The Compensation Committee believes that stock ownership by senior managers strengthens their commitment to the future of the Company and further aligns their interests with those of our stockholders. The Board believes that it is in the best interests of the Company and its stockholders to align the economic interests of the Company’s senior executives and independent directors with those of the stockholders. To achieve this, the Compensation Committee has recommended, and the Board has adopted, a minimum share ownership policy applicable to all of the senior executives and the independent directors of the Company. Each senior executive and the independent directors are expected to establish over a period of five years, ownership of a prescribed number of Common Shares, which have a value which is equivalent to the following multiples of the senior executive’s base salary or, in the case of an independent director, the base annual cash retainer paid to such independent director by the Company and subsequently maintain such minimum ownership position for the duration of their tenure:
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
The level of ownership is expected to be satisfied by each officer or director within five years after first becoming subject to these guidelines. Once the officer’s or director’s level of ownership satisfies the applicable guideline, such ownership levels are expected to be maintained for as long as the officer or director remains in their role with the Company. In the event of an increase in an officer’s base salary or a director’s base annual cash retainer, such individual will have five years from the time of the increase to acquire any additional Common Shares required to meet these guidelines if necessary.
Tax and Accounting Considerations
Section 280G of the Internal Revenue Code
Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment.
Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, transaction bonus payments, severance payments, certain fringe benefits and payments and acceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.
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Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing.
Accounting Standards
ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of time-based restricted stock units and performance-based restricted stock units under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
Role of NEOs in Compensation Decisions; Input from Senior Management
The Committee considers input from senior management in making determinations regarding the overall executive compensation program and the individual compensation of the named executive officers. As part of the Company’s annual planning process, the CEO and CFO develop targets for the Company’s incentive compensation programs and present them to the Compensation Committee. These targets are reviewed by the Compensation Committee to ensure alignment with the Company’s strategic and annual operating plans, taking into account the targeted year-over-year improvement as well as identified opportunities and risks. Based on performance appraisals, including an assessment of the achievement of pre-established financial and individual “key performance indicators,” the CEO recommends to the Compensation Committee cash and long-term incentive award levels for the Company’s other executive officers. Each year, the CEO presents to the Compensation Committee his evaluation of each executive officer’s contribution and performance over the past year, and strengths and development needs and actions for each of the executive officers. The Compensation Committee exercises its discretionary authority and makes the final decisions regarding the form of awards, targets, award opportunities and payout value of awards. No executive officer directly participates in discussions relating to his or her own compensation.
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee currently consists of Mr. Robb, Mr. Hopkinson, and Mr. Looney. No member of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers serve, or have served during the last year, as a member of the Board, Compensation Committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company is composed entirely of non-employee directors, each of whom has been determined, in the Board’s business judgment, to be independent. The Compensation Committee is responsible for oversight and review of the Company’s compensation and benefit plans. The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/. The Board and the Compensation Committee review and assess the adequacy of the charter of the Compensation Committee on an annual basis.
The CD&A is management’s report on the Company’s compensation programs and, among other things, describes material elements of compensation paid to the President and Chief Executive Officer and the other NEOs. The Compensation Committee has reviewed and discussed the CD&A, as required by Item 402(b) of Regulation S-K, with the management of the Company. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on July 26, 2022.
This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing with the SEC, except to the extent that the Company specifically incorporates this Report by reference into another Company filing.
THE COMPENSATION COMMITTEE

Walter Robb, Chair
David Hopkinson
Tom Looney
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents all of the compensation paid or awarded to or earned by our NEOs during calendar years 2019, 2020 and 2021 and Fiscal Year 2022 (June 1, 2021 to May 31, 2022). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.
Name and Principal Position
Fiscal Year
Salary ($)(1)
Bonus ($)
Option
Awards ($)(2)
Non-Equity
Incentive Plan
Compensation
Stock
Awards(2)
All Other
Compensation
($)
Total ($)
Irwin Simon
President, Chief Executive Officer and Chairman of the Board
2022
1,714,165
0
17,599,962
142,639(9)
19,456,767
2021
141,667*
13,185,000(3)
357,332(5)
13,683,998
2020
2019
Carl Merton
Chief Financial Officer
2022
375,086(4)
0
2,447,902
13,412(10)
2,836,400
2021
32,787*
1,058,645(3)
34,436(6)
1,125,868
2020
2019
Denise Faltischek
Head of International and Chief Strategy Officer
2022
509,615
0
2,365,606
15,125(11)
2,890,346
2021
41,667*
1,093,750(3)
54,059(7)
1,189,476
2020
2019
James Meiers
Head of Canada (title changed to SVP, U.S. Operations effective September 14, 2022)
2022
509,615
0
2,365,606
34,709(12)
2,909,930
2021
41,667*
1,093,750(3)
61,582(8)
1,196,999
2020
2019
Mitchell Gendel(14)
Global General Counsel and Corporate Secretary
2022
370,512
0
1,999,995
16,297(13)
2,386,804
2021
2020
2019
(1)
In connection with new employment agreements executed on July 26, 2021, each of the named executive officers (other than Mr. Gendel) received a base salary increase that included adjustments effective as of May 1, 2021. In addition, the Company transitioned its U.S. employees from bi-weekly to bi-monthly payroll disbursements, and each executive received a pro rata payroll disbursement at the end of calendar year 2021 covering the period from December 26, 2021 to December 31, 2021. These payroll adjustments resulted in these executives receiving total base salary for Fiscal Year 2022 in excess of their contractual base salary.
(2)
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 on July 26, 2021 (during Fiscal Year 2022), 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 19 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended May 31, 2022. 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.
(3)
These amounts include the Tilray Transformation Bonuses and annual performance bonuses paid to Mr. Simon, Mr. Merton, Ms. Faltischek and Mr. Meiers paid by the Company in July 2021 in recognition for their Aphria, Inc. performance and efforts prior to the business combination with Aphria, Inc.
(4)
The compensation of Mr. Merton is converted into USD with an exchange rate on May 31, 2022 of $0.7899 (USD) to $1.0000 (CAD).
(5)
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.
(6)
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.
(7)
The $54,059 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
(8)
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.
(9)
All other compensation for 2022 includes group benefits coverage paid by the employer, $7,729 for benefit premiums, $115,593 for additional Life Insurance Premiums and $19,317 for car allowance.
(10)
All other compensation for 2022 includes group benefits coverage paid by the employer, $3,932 for benefit premium and $9,480 for car allowance.
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(11)
All other compensation for 2022 includes group benefits coverage paid by the employer $7,729 for benefits premiums and $7,396 for 401(k) contributions.
(12)
All other compensation for 2022 includes group benefits coverage paid by the employer $22,209 for benefit premiums and $12,500 for 401(k) contribution.
(13)
All other compensation for 2022 includes group benefits coverage paid by the employer, $9,214 for benefit premiums and $7,083 for 401(k) contributions.
(14)
Mr. Gendel was hired as Global General Counsel and Corporate Secretary on July 17, 2021.
Grants of Plan-Based Awards
The following table shows for Fiscal Year 2022, certain information regarding grants of plan-based awards, to the following named executive officers:
 
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan
Estimated Possible
Payouts Under Equity
Incentive Plan(2)
Grant Date fair value of
Equity Awards(1)
 
Name
Grant date
Target
Maximum
Target
Maximum
Target
Maximum
Type
Irwin Simon
26-Jul-21
189,781
189,781
$2,600,000
$2,600,000
Annual
Irwin Simon
27-Jul-21
1,178,316
1,767,474
$14,999,963
$22,499,944
Staking Grants
Irwin Simon
$3,400,000
$5,950,000
Carl Merton
26-Jul-21
32,694
32,694
$447,908
$447,908
Annual
Carl Merton
26-Jul-21
145,985
218,978
$1,999,995
$2,999,999
Staking Grants
Carl Merton
$375,238
$375,238
Denise Faltischek
26-Jul-21
26,687
26,687
$365,612
$365,612
Annual
Denise Faltischek
26-Jul-21
145,985
218,978
$1,999,995
$2,999,999
Staking Grants
Denise Faltischek
$500,000
$500,000