Canadian marijuana producer Tilray paid CEO Irwin Simon cash bonuses totaling $ 13.2 million (C $ 16.7 million) so far this calendar year, as well as giving the CEO a significant salary increase and millions more in share-based awards, according to a recent report. regulatory filing disclosed.
In total, Tilray’s CEO has received nearly $ 30 million in total compensation so far in the 2021 calendar, nearly half of which was paid in cash, a proxy statement filed ahead of the company’s annual meeting shows on Monday. November 22th.
Some of the compensation details were revealed in a previous presentation.
The company, which is based in Leamington, Ontario and New York, also said the CEO’s salary “may be increased but not decreased” as part of an annual performance review by the Compensation Committee, according to filings.
Simon was CEO of Aphria while helping design the merger with rival producer Tilray.
That deal closed on April 30. Simon is the CEO of the new company, Tilray.
The power of attorney describes compensation for executives for the 2021 fiscal year ending May 31, as well as compensation awarded in the months immediately following that period.
Simon’s total compensation for fiscal year 2021 is listed at $ 13.7 million, consisting of salary, bonuses and “other” compensation, including an allowance per car.
However, that figure does not include the one-time capital grants awarded to Simon at the end of July, after the fiscal year ended.
“As an additional incentive to enter into the employment contract, on July 27, 2021, Mr. Simon received the following unique capital grants with an added value as of July 27, 2021, grant date equal to $ 15,000,000,” according to the proxy.
The value of the capital grants was calculated using the closing price of the company’s shares on the grant date. A Tilray spokesperson said awards are subject to time-based award requirements and the achievement of specific performance targets, including synergy targets and significant share price appreciation targets.
An additional cash payment of $ 352,400 to Simon reflects “a rounding problem.”
In total, the Tilray CEO has received at least $ 28.7 million in total compensation so far this calendar year.
For the five-month period ending May 31, Tilray said, the company’s average employee compensation was $ 15,061.
Simon earned a performance-based cash bonus of $ 3.18 million, paid out on August 15.
The standard bonus is awarded at 200% -350% of base salary if performance parameters are met.
The Canadian cannabis producer also paid Simon and other executives what he called a “Transformation Bonus” in exchange for Simon agreeing to remain in his CEO role “or to provide ongoing services through a mutual agreement with the company until 31 December. December 2022 “.
Simon received a one-time cash payment of $ 10 million under this classification, which was paid within five days of July 27.
Together, the two cash bonuses equate to $ 13.2 million for this calendar year.
In office, Tilray explained that he awarded the bonus “in recognition of the exceptional efforts of each (executive) and in consideration of their unique and significant contributions to Aphria and its transformation that resulted in the (merger with Tilray).”
Denise Faltischek, the company’s international director and chief strategy officer, and James Meiers, director of Canada, also received “transformation” cash bonuses of $ 850,000, while CFO Carl Merton received $ 800,000.
Simon’s $ 10 million transformation bonus has a prorated recovery clause if he voluntarily resigns without “good reason” before December 1. December 31, 2022.
Meanwhile, the $ 15 million equity grant bonus is the second time in the past 18 months that Simon has been rewarded for signing an employment contract.
In January 2020, Simon agreed to become a full-time employee of Aphria, even though he was already the CEO of the company.
“In consideration of the signing of this employment agreement, Mr. Simon received a cash bonus per signature equal to $ 1,110,000 and $ 7,000,000 awarded as RSU that is consolidated over three years,” according to a previous regulatory filing.
Other bonuses were paid to current and former executives under the Annual Performance Bonus Plan.
Simon received at least two raises in the last 18 months, bringing his salary to 70% over what it was in early 2020.
Simon’s salary that raised $ 1.3 million as of June 1, 2020, compared to $ 1 million.
On July 27, 2021, the CEO received another raise, this time to $ 1.7 million annually, according to the latest proxy.
The new salary was made retroactive to May 1, 2021.
The regulatory filing notes that Simon earned the increase due to a “significant increase in liability” after the merger.
“In determining the base salary levels for each (executive) in relation to their continued employment after the Business Combination, the Compensation Committee considered the significant increase in the responsibility of these executives after the Business Combination, their respective experiences and relevant achievements and the level of compensation of our peer group companies and other data from surveys and individual negotiations with each executive, ”according to the proxy.
Tilray’s shares are listed on the Nasdaq as TLRY.
Matt lamers he can be reached at [email protected] PRIMER.