DEF 14A of Cronos Group Inc.
Filed Apr 26, 2024 · FY20230001656472-24-000055
Proposal 1: Election of Directors
Proposal 1: Election of Directors You may select “For” or “Withhold” with respect to each nominee for director under Proposal 1. Directors will be elected by a plurality of the votes cast at the Annual Meeting. However, the Board’s majority voting policy (the “Majority Voting Policy”) requires that any nominee for director who does not receive a greater number of votes “for” his or her election as a director than votes “withheld” from voting tender his or her resignation to the Board for consideration by the independent directors of the Company promptly following the Annual Meeting. The independent directors of the Company will consider the resignation and will provide a recommendation to the Board within 45 days following the Annual Meeting. The Board will consider the recommendation of the independent directors of the Company and determine whether to accept such recommendation within 90 days of the Annual Meeting. Absent exceptional circumstances, the Board will accept the resignation, which will be effective upon such acceptance. A news release will be issued promptly by the Company announcing the Board’s determination, including, if applicable, the reasons for rejecting the resignation. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation will be accepted. Shares held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions (“broker non-votes”) will not be counted as votes cast and will have no effect on the outcome of the voting on this proposal.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Board of Directors
Board of Directors The Company’s articles provide that the size of the Board will be set at seven directors. Each director will hold office from the date of the Annual Meeting until the close of the next annual meeting of Shareholders or until the successor of such director has been duly elected and/or appointed in accordance with the articles of the Company, the Investor Rights Agreement dated as of March 8, 2019 between the Company and Altria (the “Investor Rights Agreement”), and applicable law. The Investor Rights Agreement provides that, for so long as Altria, Maple Acquireco (Canada) ULC, Altria Summit LLC and each of their respective controlled affiliates (the “Altria Group”) continues to beneficially own at least 40% of the issued and outstanding Shares, and the size of the Board is seven directors, the Company will nominate for election as directors to the Board four individuals designated by Altria (each, an “Altria Nominee”). In addition, for so long as Altria Group continues to beneficially own greater than 10% but less than 40% of the issued and outstanding Shares, Altria is entitled to designate a number of Altria Nominees that represents Altria Group’s proportionate share of the number of directors comprising the Board (rounded up to the next whole number) based on the percentage of the issued and outstanding Shares beneficially owned by the Altria Group at the relevant time. At least one Altria Nominee must be “independent” as defined in the Investor Rights Agreement (“Investor Rights Agreement Independent”) as long as Altria has the right to designate at least three individuals to be nominated for election as directors to the Board and the Altria Group’s beneficial ownership of the issued and outstanding Shares does not exceed 50%. The meaning of Investor Rights Agreement Independent differs from the meaning of the term “independent” as defined under applicable NASDAQ listing standards and the NASDAQ marketplace rules (the “NASDAQ Rules”) and as defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). Directors who are not Investor Rights Agreement Independent may still be independent under the applicable NASDAQ Rules and/or NI 58-101. Murray Garnick is independent under the applicable NASDAQ Rules, but he is not “independent” under NI 58-101, and, as a result, he is not Investor Rights Agreement Independent. In light of Mr. Garnick’s retirement from Altria on April 1, 2024 and his experience, qualifications, attributes, skills and past Board service, including past experience as a member of the Board from 2019 until 2023, and a lengthy career advising numerous public companies, including companies operating in heavily regulated industries, as external and internal legal counsel, regarding an array of regulatory, compliance and corporate governance matters, the Company determined to and did waive the Investor Rights Agreement Independent requirement solely with respect to Altria’s designation of Murray Garnick as an Altria Nominee for election to the Board at the Annual Meeting. Kamran Khan, Dominik Meier, Elizabeth Seegar, and Murray Garnick are the Altria Nominees. Other than the Altria Nominees, the nominees for election as directors of the Company were selected by a majority of the Board’s independent directors within the meaning of such term under the applicable NASDAQ Rules.
Nominees for Election as Directors at the Annual Meeting
Nominees for Election as Directors at the Annual Meeting The Board has not established a formal nominating committee. Rather, the Board has determined that compliance with the NASDAQ Rules, which require that director nominees (other than the Altria Nominees) are recommended for the Board’s selection by independent directors within the meaning of such term under applicable NASDAQ Rules constituting a majority of the Board’s independent directors in a vote in which only independent directors participate, with the independence requirements applicable to such directors to be confirmed at such time, adequately encourages an objective nomination process. Individuals with the desired experience and qualifications are selected, taking into account the needs of the Board at the time. In making its recommendations, the Board’s independent directors consider: •the attributes and skills that the Board considers to be necessary for the Board, as a whole, to possess; •the attributes and skills that the Board considers each existing director to possess; •the attributes and skills each new nominee will bring to the boardroom; •whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board member; and •diversity criteria, pursuant to the Company’s Diversity Policy as further described below under “– Diversity”. The following table sets forth certain information regarding the director nominees. Additional biographical information on each of the nominees is included below under the section entitled “Directors and Executive Officers”.
Nominees for Election as Directors at the Annual Meeting
| Director Name | Age | Director Since | Residency | Principal Occupation | | Michael Gorenstein | 37 | 2015 | Miami, FL United States | Chairman, President and Chief Executive Officer of Cronos | | Jason Adler(1)(2)(3) | 52 | 2016 | Pacific Palisades, CA United States | Co-founder and Managing Member of Gotham Green Partners | | Kamran Khan(1) | 50 | 2023 | Richmond, VA United States | Vice President and Associate General Counsel of Altria | | Dominik Meier(1) | 46 | 2023 | Richmond, VA United States | Vice President of Consumer Insights of Altria | | Elizabeth Seegar(1) | 46 | 2023 | Richmond, VA United States | Vice President of Financial Planning and Analysis of Altria | | Murray Garnick(1) | 64 | 0 | Manakin Sabot, VA United States | Former Executive Vice President and General Counsel of Altria | | James Rudyk(1)(2)(3) | 57 | 2018 | Oakville, ON Canada | Chief Financial Officer of Ag Growth International Inc. |
Nominees for Election as Directors at the Annual Meeting
| (1) “Independent” within the meaning of such term under the applicable NASDAQ Rules. | | (2) “Independent” within the meaning of such term under NI 58-101. | | (3) Investor Rights Agreement Independent. |
Nominees for Election as Directors at the Annual Meeting
In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Board’s independent directors have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has indicated a willingness to serve and has consented to being named in this Proxy Statement, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board unless the proxy specifies the Shares are to be withheld from voting in the election of the directors. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Shareholders have no cumulative voting rights with respect to the election of directors.
Required Vote
Required Vote With regard to the election of the director nominees, you may select “For” or “Withhold”. A plurality of the votes cast at the Annual Meeting is necessary to elect each director nominee. However, under the Majority Voting Policy, any nominee for director who does not receive a greater number of votes “for” his or her election as a director than votes “withheld” from voting is required to tender his or her resignation to the Board for consideration by the independent directors of the Company promptly following the Annual Meeting. The independent directors of the Company will consider the resignation and will provide a recommendation to the Board within 45 days following the Annual Meeting. The Board will consider the recommendation of the independent directors of the Company and determine whether to accept such recommendation within 90 days of the Annual Meeting. Absent exceptional circumstances, the Board will accept the resignation which will be effective upon such acceptance. A news release will be issued promptly by the Company announcing the Board’s determination, including, if applicable, the reasons for rejecting the resignation. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted. A copy of the Majority Voting Policy is available on the Company’s website at https://ir.thecronosgroup.com/governance/documents-charters. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information regarding each current director, director nominee, and current executive officer of the Company. If elected at the Annual Meeting, Mr. Garnick will replace Mr. Ashton as director.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position | | Michael Gorenstein | 37 | Chairman, President and Chief Executive Officer | | Jason Adler | 52 | Director | | Kendrick Ashton, Jr. | 48 | Director | | James Rudyk | 57 | Director | | Kamran Khan | 50 | Director | | Dominik Meier | 46 | Director | | Elizabeth Seegar | 46 | Director | | Murray Garnick | 64 | Director Nominee | | Shannon Buggy | 54 | Senior Vice President, Global Head of People | | Terry Doucet | 34 | General Counsel and Corporate Secretary | | James Holm | 41 | Chief Financial Officer | | Jeff Jacobson | 38 | Chief Growth Officer | | Anna Shlimak | 38 | Senior Vice President, Corporate Affairs and Strategy | | Arye Weigensberg | 41 | Senior Vice President, Head of Research & Development | | Adam Wagner | 41 | Senior Vice President, Head of Cronos Israel |
DIRECTORS AND EXECUTIVE OFFICERS
A brief biography of each current director, director nominee, and current executive officer of Cronos is set forth below: Michael Gorenstein is the Chairman, President and Chief Executive Officer (“CEO”) of Cronos. Mr. Gorenstein is also a co-founder and passive member of Gotham Green Partners. Before joining the Company, Mr. Gorenstein was the Vice President and General Counsel at Alphabet Partners, LP, a New York City-based multi-strategy investment management firm, focused on identifying mispriced assets across various industries, asset classes and geographies. Prior to Alphabet Partners, LP, he was a corporate attorney at Sullivan & Cromwell LLP where he focused on mergers and acquisitions and capital markets transactions. Mr. Gorenstein graduated from the University of Pennsylvania Law School with a Juris Doctor, the Wharton School at University of Pennsylvania with a certificate in Business Economics and Public Policy and the Kelley School of Business at Indiana University with a Bachelor of Science of Business in Finance. The combination of Mr. Gorenstein’s leadership capabilities and business and legal background, as well as his deep knowledge of the cannabis business, make him an ideal Chairman of the Board, President and CEO of Cronos. Jason Adler is the co-founder and Managing Member of Gotham Green Partners, a private equity firm focused primarily on early-stage investing in companies in the cannabis industry. Prior to co-founding Gotham Green, Mr. Adler was the co-founder and Chief Executive Officer of Alphabet Partners, LP, a New York City-based multi-strategy investment management firm, focused on identifying mispriced assets across various industries, asset classes and geographies. Prior to Alphabet Partners, LP, Mr. Adler also founded Geronimo, LLC, a broker dealer and member of the American Stock Exchange, that made markets in equity options, and he began his career as a market maker at G&D Trading. Mr. Adler graduated with a Bachelor of Arts from the University of Rhode Island. Mr. Adler’s extensive experience in the cannabis industry as well as in assisting startup companies to grow into successful, mature companies make Mr. Adler a valuable director. Kendrick Ashton, Jr. is the Co-Founder and Co-Chief Executive Officer of The St. James, a leading developer and operator of performance, wellness and lifestyle brands, experiences and destinations. Prior to founding The St. James in 2014, Mr. Ashton was a founding member and Managing Director of Perella Weinberg Partners, a boutique financial services firm founded in 2006. Prior to joining Perella Weinberg, Mr. Ashton was an investment banker at Goldman, Sachs & Co. and gained legal experience at Cravath, Swaine & Moore and Wachtell, Lipton, Rosen & Katz. Mr. Ashton received a Juris Doctorate from the University of Chicago Law School, where he was a Merit Scholar and the Earl Dickerson Public Service Scholar, and a Master of Business Administration from the University of Chicago Graduate School of Business, where he was also a Merit Scholar. He earned his A.B. from the College of William and Mary. Mr. Ashton is a member of the Board of Trustees of the Colonial Williamsburg Foundation, the Board of Trustees of the National Urban League, the Board of Directors of Archbishop John Carroll High School and the Board of Directors of the Institute for Responsible Citizenship and is an emeritus member of the Board of Visitors and Foundation Board of the College of William & Mary. Mr. Ashton was appointed a director by Altria. Murray Garnick formerly served as Executive Vice President and General Counsel for Altria. In this role, he led the company's Law department and the Corporate Secretary's office, Regulatory Affairs and Regulatory Sciences. He held this position between 2017 and April 2024, when he retired. Mr. Garnick previously served as Deputy General Counsel for Altria Client Services (“ALCS”) , a subsidiary of Altria, which provides professional services and support to Altria and its operating companies. At Altria, Mr. Garnick led the legal support for sales, marketing, regulation, and product development and intellectual property matters. He also supervised the management of tobacco, health and other litigation brought against Altria and its operating companies throughout the country. In 2008, Mr. Garnick joined ALCS as Senior Vice President, Litigation and Associate General Counsel. He brings extensive litigation experience as the result of representing Altria and its subsidiaries for more than two decades as a senior partner at the law firm of Arnold & Porter in Washington, D.C. While at the firm, Mr. Garnick represented the company in a broad range of litigation, specializing in product liability and consumer protection litigation with an emphasis on appellate litigation. Mr. Garnick received his Bachelor of Arts from the University of Georgia and his Juris Doctor (JD) from the University of Georgia School of Law. James Rudyk is currently the Chief Financial Officer at Ag Growth International Inc., a leading global food infrastructure company providing products, systems and solutions to the agriculture and food processing industries, where he is responsible for finance, accounting, business intelligence and information technology. Mr. Rudyk is a seasoned executive with more than 25 years of financial and operational experience, and a track record of supporting ambitious growth plans. Prior to joining Ag Growth International in September 2020, he was the Chief Financial Officer of Sofina Foods Inc. from September 2019 until May 2020, and was the Chief Financial Officer of Roots Corporation from January 2016 until August 2019, where he helped the company grow and transition from a family-led organization to a Canadian public company. Prior to joining Roots Corporation, Mr. Rudyk served as the Chief Financial Officer of Shred-It International Inc. from 2009 to 2015, where he was instrumental in helping the company grow from approximately $200 million to over $700 million in revenue and expand to more than 17 countries around the world. He also served as Chief Financial Officer and Chief Operating Officer of Canada Cartage Systems Limited from 2004 to 2009. He received his Bachelor of Arts and Master of Accounting degree from the University of Waterloo. Mr. Rudyk is also a Chartered Professional Accountant and holds an ICD.D designation from the Institute of Corporate Directors and the University of Toronto’s Rotman School of Management. Mr. Rudyk’s financial and accounting experience, together with his experience with growth companies, make him a valuable director. Kamran Khan serves as Vice-President and Associate General Counsel with Altria Client Services Inc. Over the last 16 years, Kamran has managed a wide portfolio of litigation, business counseling and regulatory matters supporting Altria’s family of companies. In his current role, Mr. Khan leads a team responsible for supporting Government Affairs, Corporate Citizenship, Regulatory Affairs, and Privacy. Previously, Mr. Khan led a team providing legal support for all aspects of the development, marketing, and sale of innovative tobacco products. Prior to joining Altria in 2007, Mr. Khan was a Partner in the National Products Liability Division of Shook, Hardy and Bacon. Mr. Khan received his J.D. at Southern Illinois University School of Law and a B.A. in History at the University of Florida. He is actively involved in various inclusion, diversity and equity issues impacting the legal community, and serves on the Board of Trustees for the Children’s Museum of Richmond. Mr. Khan was appointed as a director in 2023, and is an Altria Nominee.
DIRECTORS AND EXECUTIVE OFFICERS
Dominik Meier serves as the Vice President of Consumer & Marketplace Insights & Innovation for Altria Client Services (“ALCS”). Before assuming his current role, Mr. Meier served as Vice President of Strategy, Consumer & Marketplace Insights for Altria Ventures Inc. Since joining the Altria family of companies in 2005, Mr. Meier has served in a variety of roles including as the General Manager and Managing Director of Nat Sherman LLC, a former super-premium cigarette and cigar business and General Manager for a joint venture, Richmark GmbH. Mr. Meier is a Swiss, Italian, and American citizen and has a Bachelor of Arts from Tufts University and a master’s degree from the University of Chicago. He is actively involved with organizations that support the environment or enable individuals with physical, intellectual and developmental disabilities. He currently serves on the board of Higher Achievement as the Vice Chair for the Finance Committee. Mr. Meier was appointed as a director in 2023, and is an Altria Nominee. Elizabeth Seegar serves as Vice President, Financial Planning & Analysis for ALCS. In her role, she oversees the development of financial models, financial forecasting, accounting and reporting and various analysis for Altria and its companies. Previously, Ms. Seegar served as Vice President, Corporate Audit for Altria, where she had oversight of both internal audit as well as Altria’s Sarbanes-Oxley compliance program. Since 2003, Ms. Seegar has held a variety of leadership roles across Altria’s Finance Department. Ms. Seegar received her undergraduate business degree from Roanoke College with concentrations in both Finance and Accounting and is a Certified Public Accountant. She also serves on the Board of Trustees at the Virginia Museum of History and Culture. Ms. Seegar was appointed as a director in 2023, and is an Altria Nominee. Shannon Buggy has been the Senior Vice President, Global Head of People for Cronos since August 2020. Ms. Buggy is responsible for leading the Company’s human resources strategy across its global operations. Prior to Cronos, Ms. Buggy was the Senior Vice President of Global Human Resources for Nielsen from February 2018 until August 2020, where she led the human resources strategy for Nielsen Media, and the Executive Director, Head of Talent Strategy and HR Business Partners for Purdue Pharma L.P. from December 2014 until November 2017. With over 25 years of experience, Ms. Buggy has a proven track record of leading and managing global human resources teams and driving excellence in talent acquisition, development, retention, employee relations, compensation, benefits, talent management and labor relations. Ms. Buggy graduated magna cum laude with a Bachelor of Science degree in Human Resources Management from the Pace University, Lubin School of Business. Terry Doucet was appointed as the General Counsel and Corporate Secretary of Cronos in April 2022. Mr. Doucet has been with Cronos since 2018 and, throughout his time at Cronos, has helped to guide Cronos through significant growth, including the build-out of the Legal and Regulatory Affairs teams, the Altria Investment (as defined below), the Ginkgo Collaboration Agreement (as defined below), and various product commercialization initiatives. Mr. Doucet has been a trusted advisor for Cronos and has a proven track record of leading highly effective teams with understanding, collaboration, and creativity. Prior to joining Cronos, Mr. Doucet was a corporate lawyer at the law firm Davies Ward Phillips & Vineberg LLP in Toronto. Mr. Doucet is an Ontario-qualified lawyer, holding a Juris Doctor from the University of Toronto and a joint honors (first-class) Bachelor of Arts degree from McGill University in Montreal. James Holm has served as Cronos’ Chief Financial Officer since November 2022. Before joining Cronos, Mr. Holm served as Global Vice President of Finance Transformation at Vertiv and before that he served as Americas Controller from September 2018 to February 2022. Prior to his roles at Vertiv, Mr. Holm served as Worldpay’s Finance Leader, Finance Solutions & Process Transformation Organization from May 2016 to September 2018. Before that, Mr. Holm served at Procter & Gamble in a variety of finance roles from September 2008 to March 2016. Mr. Holm is a Certified Public Accountant and Chartered Global Management Accountant who previously worked as an external auditor for PricewaterhouseCoopers where he worked on various public client engagements, which included working with Fortune 500 companies. He holds a Master of Business Administration (MBA) with a Finance concentration and a Bachelor of Science in Business in Accounting and Finance, both from Wright State University. Jeff Jacobson is the Chief Growth Officer of Cronos. As Chief Growth Officer, Mr. Jacobson leads the Marketing, Innovation, Operations and Sales teams in North America as well as the Consumer Insights team for Cronos’ global business. Mr. Jacobson sets the strategy for our brands and is responsible for leading our global teams to help execute Cronos’ vision. Mr. Jacobson previously served as Cronos’ General Manager of Canada and Europe. Before joining Cronos, Mr. Jacobson founded a Toronto-based marketing agency and successfully launched and licensed several innovative software products in the mobile industry. As a co-founder of Peace Naturals, Mr. Jacobson’s expertise and experience in licensing and compliance, new business development, project management and resource management help Cronos lead in a variety of markets. Anna Shlimak is the Company’s Senior Vice President, Corporate Affairs and Strategy and responsible for managing and directing the organization’s internal and external communications, government affairs, investor relations and corporate strategy. Prior to joining the Company, Ms. Shlimak was the Head of Investor Relations at Quest Partners LLC, a research driven alternative investment firm. Ms. Shlimak was responsible for business development, investor reporting, marketing and communication initiatives for the fund. Previously, Ms. Shlimak held a range of diverse roles at the New York Stock Exchange in both the New York and London offices. Most recently, Ms. Shlimak was on the Investor Relations Team within the Corporate Finance Group, where she was responsible for developing relationships with investors and sell side analysts, as well as creating investor communication and reporting. She received a Master of Business Administration from Columbia Business School and holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. Arye Weigensberg has served as Senior Vice President, Head of Research and Development of Cronos since August 2022. As Head of Research and Development, Mr. Weigensberg is responsible for leading Cronos’ innovation program, where he oversees research and technology functions, and leads scientific efforts to unlock the potential of rare cannabinoids. Before joining Cronos, Mr. Weigensberg was the CEO of Altria Israel Ltd., an Altria research and development innovation hub. Mr. Weigensberg joined Altria as part of its acquisition of Green Smoke, where he was the Director of Marketing and Brand Management. Prior to Green Smoke, Mr. Weigensberg held a variety of roles in brand management and marketing, supporting food brands such as Manischewitz, Lawry’s, Ragu, Knorr and Country Crock. Mr. Weigensberg graduated from Concordia University’s John Molson School of Business with a Bachelor of Commerce in Marketing and International Business.
DIRECTORS AND EXECUTIVE OFFICERS
Adam Wagner has served as Senior Vice President, Head of Cronos Israel since April 2024. As Head of Cronos Israel, Mr. Wagner is responsible for overseeing the business and strategy of Cronos Israel, including the day-to-day operations, providing oversight to teams across Operations, Regulatory, Sales and Marketing, and the integration of the Cronos Israel business into our broader organizational framework. Mr. Wagner also partners with our Research and Development and Growth teams to drive revenue through new, innovative products.
Overview of Executive Compensation Program
| What We Do | What We Don’t Do | | •Make pay decisions aligned with our compensation philosophy | •Guarantee short-term cash incentive amounts | | •Regularly review the competitiveness and appropriateness of pay levels for senior executives versus industry peers | •Re-price or back-date equity awards | | •Deliver the majority of executive compensation in “at risk”, variable incentives | •Issue equity awards with an exercise price below the closing price of our Shares on the trading date immediately before the grant date | | •Pay for performance, with the actual value received from incentive awards directly aligned with key Company operating and financial results and individual goals | •Provide any excise tax gross-ups or other payment or reimbursement of excise taxes on severance in connection with a change of control | | •Grant equity-based long-term incentives which vest over multi-year periods | •Offer off-market executive benefits and perquisites | | •Reinforce an ownership culture, with long-term incentives settled in Shares and Share ownership guidelines for our executives | •Make “single-trigger” payments upon a change of control or maintain any plans that require single-trigger change of control acceleration of equity awards to our NEOs upon a change of control (other than in limited cases due to special circumstances(1)) |
Overview of Executive Compensation Program
| (1) Described in more detail under “Potential Payments Upon Termination or Change of Control — Long-Term Incentive Awards under the 2020 Omnibus Plan —Mr. Gorenstein”. |
Strategic and Organizational Update
Strategic and Organizational Update In May 2023, Cronos simultaneously announced the discontinuation of the U.S. segment and the planned repurposing of the Lord Jones® brand by bringing the brand back to its adult-use roots in Canada. We launched the Lord Jones® brand in Canada in the fourth quarter of 2023. In August 2023, following a careful evaluation of the Company’s global supply chain, the Company announced the planned wind-down of Thanos Holdings Ltd., known as Cronos Fermentation. The Company incurred charges of $0.7 million in the year ended December 31, 2023, related to the wind-down of Cronos Fermentation and expects to incur charges of approximately $0.1 million of additional costs in connection with the ongoing exit. These charges include employee-related costs, such as severance, relocation and other termination benefits, as well as contract termination and other related costs. Cronos ceased to operate the Cronos Fermentation facility during the first quarter of 2024. Also in August 2023, the Company announced organization-wide cost reductions. The Company incurred charges of $0.8 million in the year ended December 31, 2023, related to the cost reductions and expects to incur additional restructuring costs of approximately $0.1 million in connection with the cost reductions, which include mostly one-time employee-related severance charges. In the fourth quarter of 2023, the Company entered into an agreement for the sale and leaseback of the Peace Naturals Campus for an aggregate purchase price of C$23 million in cash, subject to certain terms and conditions. At closing the parties expect to enter into a lease agreement with respect to portions of the Peace Naturals Campus. The lease will have an initial term of five years with one five-year renewal option that may be exercised by the Company.
Role of Compensation Committee
Role of Compensation Committee The Compensation Committee is currently comprised of three directors of the Company, each of whom is considered to be independent under applicable NASDAQ Rules: Jason Adler (Chair), James Rudyk, and Elizabeth Seegar. Messrs. Adler and Rudyk are also considered to be independent under NI 58-101. See “Board of Directors, Committees and Governance—Committees of Our Board of Directors—Compensation Committee”. The Compensation Committee is responsible for reviewing and determining the compensation of the executive officers of the Company and for reviewing and making recommendations to the Board concerning the compensation of directors. Based on the recommendations of the Compensation Committee, the Board is responsible for determining the compensation paid to the directors of the Company. The Compensation Committee considers the performance of the Company and the individual executive officers in executing their responsibilities to determine total compensation for the Company’s executive officers. The Compensation Committee also considers compensation data gathered from the Cronos Peer Group and relevant market data in making compensation decisions. See “Discussion and Analysis of 2023 Compensation— Benchmarking Target Compensation”. The Compensation Committee’s assessment of corporate performance for executive compensation purposes is based on a number of qualitative and quantitative factors, including execution of ongoing projects and transactions, operational performance and progress on key growth initiatives. The NEOs do not automatically receive any particular award based on the Compensation Committee’s determination of the overall performance of the Company, but rather the determination establishes the background for the Compensation Committee’s subsequent review of each NEO’s individual performance. See “Discussion and Analysis of 2023 Compensation—Elements of Compensation—Short-Term Incentive Compensation—Performance Measures”. Further, the Compensation Committee makes its final determination of executive compensation in an executive session not attended by the NEOs whose compensation is being deliberated. From time to time, the Compensation Committee delegates certain duties to members of management in accordance with the Compensation Committee Charter.
Role of Compensation Consultant and Independence
Role of Compensation Consultant and Independence The Compensation Committee first retained Mercer (Canada) Limited (“Mercer”) in 2018 to assist in evaluating our executive compensation program and in setting executive officer compensation. During 2023, Mercer assisted the Compensation Committee by providing services, including the following: •reviewing and updating the Cronos Peer Group; •reviewing the CD&A; •conducting a comparison of the Company’s executive compensation program to those of the Cronos Peer Group (as defined below); •updating the Compensation Committee on evolving compensation trends and best practices; •advising the Compensation Committee on the competitiveness of our executive compensation program design and award values; and •participating in Compensation Committee meetings, as requested. Mercer supported the Compensation Committee in evaluating our executive compensation by developing the Cronos Peer Group, which includes cannabis, biotechnology/pharmaceuticals and consumer-packaged goods companies with similar market capitalizations, geographic footprints, organizational complexity and size or with which we could potentially compete for talent. Mercer benchmarked components of the total compensation package for each of our executive officers to those for comparable positions in the Cronos Peer Group and, in some cases, other relevant market data. The Compensation Committee considers input from Mercer when making compensation decisions; however, the Compensation Committee’s final decisions reflect many factors and considerations. For more information regarding the Cronos Peer Group, see “Discussion and Analysis of 2023 Compensation—Benchmarking Target Compensation” below. In 2023, Mercer was engaged directly by the Compensation Committee but regularly consulted with management in performing work requested to be performed by the Compensation Committee. Neither Mercer nor any of its affiliates performed any separate services for management. The Compensation Committee annually reviews the independence of its compensation consultant. The Compensation Committee has determined that Mercer is independent and that its work with the Compensation Committee during 2023 did not raise any conflict of interest.
Compensation Governance Features
Compensation Governance Features Share Ownership Guidelines. To reinforce our ownership culture, in March 2021, the Committee adopted share ownership guidelines that require executives to acquire and hold a certain number of Shares. The Company’s share ownership guidelines establish levels of ownership of Shares at five times the salary for the CEO and two times the salary for other executive officers (including the NEOs). Shares held for purposes of the guidelines may include Shares owned outright by the executive officer or his or her spouse and unvested time-based Restricted Share Units. Each executive officer has five years from his or her appointment as an executive officer to achieve the level of Share ownership applicable to such executive officer. Each executive officer is within the applicable window to achieve the prescribed level of Share ownership. Prohibition on Insider Trading. The Company’s insider trading policy applies to employees, officers, directors, consultants, secondees, interns and any third-party service providers who are in a position to possess inside information in the course of services provided to the Company (the “Covered Personnel”). The insider trading policy prohibits Covered Personnel from trading in our securities (or securities of any other publicly traded issuer with which the Company does business) while in possession of material nonpublic information or during blackout periods applicable to such Covered Personnel, other than in connection with a Rule 10b5-1 plan adopted in compliance with the policy. Equity Grant Timing. The Company does not time equity award grants in coordination with the release of material non-public information. Annual equity awards to executive officers are generally made in March, following the Company’s fourth quarter and fiscal year earnings release, and grants to any newly-hired or promoted executives are generally made on or about the date of hire or promotion. Anti-Hedging Policy. As part of the Company’s insider trading policy, Covered Personnel are also prohibited from, directly or indirectly, entering into any speculation, short-selling, hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, collar or other derivative security. Anti-Pledging Policy. The Company’s insider trading policy also prohibits Covered Personnel from pledging Shares as collateral for any loan. On a case-by-case basis, the policy’s administrators may grant an exemption to the prohibition and may subject any such exemption to specific requirements and criteria to prevent any disposition of our securities while Covered Personnel are in possession of inside information. Anti-Fraud Policy. The Company’s anti-fraud policy sets out the Company’s expectations and requirements relating to the prohibition, recognition, reporting and investigation of suspected fraud, corruption, misappropriation and similar irregularities. Under the anti-fraud policy, any employee or director who violates the terms of this policy may be subject to disciplinary action up to and including termination or removal, as applicable, without notice. Clawback Policies. The Company maintains a clawback policy that applies to any current or former executive officer of the Company for purposes of Section 16 of the Exchange Act and all other personnel who are subject to our enhanced sub-certification process. The policy permits the Company to clawback any annual or long-term cash, equity or equity-based incentive or bonus compensation paid, provided or awarded to any covered employee on or after February 28, 2020, the effective date of the clawback policy, that either (i) is outstanding and unpaid, whether vested or unvested, that was awarded to the covered employee; or (ii) was paid to and received by the covered employee (including gains realized through the exercise of Stock Options or share appreciation rights) during the three-year period preceding the date of a clawback event. Effective as of December 1, 2023, the Company adopted a compensation recovery policy regarding accounting restatements in connection with the SEC’s adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NASDAQ listing standards. The restatement compensation recovery policy generally requires the Company to recover erroneously awarded incentive-based compensation received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including the NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under United States federal securities laws. Risk Management. Among other duties, the Compensation Committee is responsible for reviewing the Company’s incentive compensation arrangements and determining whether those arrangements require modification to ensure they do not encourage inappropriate or unintended risk taking. In its assessment, the Compensation Committee reviewed the Company’s compensation structure and noted numerous ways in which risk is potentially mitigated by practices and policies that include: the balanced mix between short- and long-term incentives; the use of multiple performance measures for short-term cash incentive awards of the NEOs; prohibitions against speculating, short-selling and hedging; the prohibition on pledging of securities; and the existence of anti-fraud, clawback and restatement compensation recovery policies. Based on its analysis in 2023, the Compensation Committee believes that the architecture of the Company’s compensation programs provides various safeguards, including stock ownership guidelines, anti-hedging and pledging policies, and clawback and restatement compensation recovery policies, to protect against undue risk-taking and has concluded that none of the Company’s incentive plans are likely to motivate behavior that would result in a material adverse impact to the Company.
Benchmarking Target Compensation
Benchmarking Target Compensation Compensation levels for the Company’s NEOs were compared to compensation paid by a group of peer companies approved by the Compensation Committee (the “Cronos Peer Group”). The companies selected to be part of the Cronos Peer Group were cannabis, biotechnology/pharmaceuticals and consumer-packaged goods companies with similar market capitalizations, geographic footprints, organizational complexity as compared to the Company or with which the Company could potentially compete for talent. With respect to 2023 NEO pay decisions, the Cronos Peer Group was comprised of the following 16 companies.
Benchmarking Target Compensation
| Company | Industry | Revenue (last 12 months) ($) (millions)(1) | Market capitalization as of December 31, 2023 ($) (millions)(1) | | Amicus Therapeutics, Inc. | Biotechnology | $399 | $4,161 | | Aurora Cannabis Inc.(2) | Pharmaceuticals | $204 | $234 | | Canopy Growth Corporation(2) | Pharmaceuticals | $268 | $424 | | The Cannabist Company Holdings Inc. (Formerly Columbia Care Inc.) | Pharmaceuticals | $511 | $194 | | Curaleaf Holdings, Inc. | Pharmaceuticals | $1,347 | $3,059 | | FibroGen, Inc. | Biotechnology | $148 | $87 | | Green Thumb Industries Inc. | Pharmaceuticals | $1,055 | $2,665 | | J&J Snack Foods Corp. | Packaged Foods and Meats | $1,556 | $3,233 | | Organigram Holdings Inc. | Pharmaceuticals | $111 | $106 | | Reata Pharmaceuticals, Inc. | Pharmaceuticals | (3) | (3) | | SNDL Inc. | Pharmaceuticals | $674 | $427 | | The Simply Good Foods Company | Packaged Foods and Meats | $1,250 | $3,952 | | Tilray, Inc. | Pharmaceuticals | $700 | $1,680 | | Trulieve Cannabis Corp. | Pharmaceuticals | $1,129 | $964 | | USANA Health Sciences, Inc. | Personal Products | $921 | $1,025 | | Verano Holdings Corp. | Pharmaceuticals | $938 | $1,530 | | Cronos Group Inc. | Pharmaceuticals | $87 | $782 |
Benchmarking Target Compensation
| (1) All financials in the table above are from S&P Capital IQ as of December 31, 2023. | | (2) Revenue values were converted from C$ to USD using the Bank of Canada exchange rate of C$1.00 to $0.741 for the 12-month period ended December 31, 2023. Market capitalization values were converted from C$ to USD using the December 31, 2023 Bank of Canada exchange rate of C$1.00 to $0.756. | | (3) On September 26, 2023, Reata Pharmaceuticals, Inc. (“Reata”), was acquired by Biogen Inc. (“Biogen”), with Reata surviving the merger as a wholly-owned subsidiary of Biogen. |
Benchmarking Target Compensation
The Compensation Committee reviews the Cronos Peer Group annually. In assessing proposed changes to the fiscal year 2022 Cronos Peer Group, the Compensation Committee aimed to strike an appropriate balance between peers in the cannabis industry and the broader biotechnology, pharmaceuticals and consumer goods industries. The Compensation Committee believes that this balance will assist Cronos in setting compensation levels for our NEOs and in shaping our go-forward compensation strategy. The current Cronos Peer Group, which has changed from 2022, is comprised of ten cannabis, two biotechnology and 3 consumer goods companies.
Short-Term Incentive Compensation
Short-Term Incentive Compensation Short-term cash incentives are intended to reward executives for achieving the Company’s financial and business objectives (the “Business Performance”) and each executive’s own individual performance (the “Individual Performance”). The 2023 short-term cash incentive target as a percentage of base salary for each NEO was determined by the Compensation Committee after consideration of the executive’s position, scope of responsibilities, ability to influence Company results and competitive pay practices among the Cronos Peer Group and relevant market data. These targets as a percentage of base salary were unchanged from 2022. Short-term cash incentives are paid only after both the Business Performance and the Individual Performance results are assessed against targeted levels of performance. None of our NEOs are guaranteed a short-term incentive bonus amount. Target Incentive Amounts The table below shows the target 2023 short-term incentive opportunities for each of our NEOs, expressed as a percentage of base salary and in dollars (each, a “Target Incentive Amount”).
Short-Term Incentive Compensation
| Current NEO | 2023 Base Salary | 2023 Short-Term Incentive Target as Percentage of Base Salary | 2023 Target Incentive Amount | | Michael Gorenstein | $775,000 | 150% | $1,162,500 | | James Holm | $385,000 | 115% | $442,750 | | Anna Shlimak | $270,000 | 86% | $232,200 | | Jeffrey Jacobson(1) | $311,262 | 115% | $357,951 | | Ran Gorelik(2) | $244,440 | 35% | $85,554 |
Short-Term Incentive Compensation
| (1) The amounts reported for Mr. Jacobson are converted from C$ to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (2) The amounts reported for Mr. Gorelik are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023. |
Short-Term Incentive Compensation
2023 Short-Term Incentive Payout Determination For 2023, each NEO’s short-term incentive compensation payout under the 2023 STIC Program (the “NEO 2023 Bonus Amount”) is determined with 60% based on the achievement of the Company’s Business Performance results as compared to performance targets (the “Business Performance Rating”), with quantitative Business Performance results eligible to be adjusted based on qualitative Business Performance factors. The remaining 40% is based on Individual Performance results (the “Individual Performance Rating”). The amount of each NEO’s 2023 Bonus Amount was determined by the following formula, subject to a maximum payout equal to 142% of the Target Incentive Amount:
Short-Term Incentive Compensation
| Target Incentive Amount ($)X | Business Performance Rating (%) | X | Business Performance Weighting (60%) | = | Business Performance Portion of NEO 2023 Bonus Amount ($) | | | | + | | | | | Target Incentive Amount ($)X | Individual Performance Rating (%) | X | Individual Performance Weighting (40%) | = | Individual Performance Portion of NEO 2023 Bonus Amount ($) | | | | = | | | | | | NEO 2023 Bonus Amount ($) | | | | |
Short-Term Incentive Compensation
Business Performance Rating For 2023, each NEO’s Business Performance Component was evaluated using the net revenue and adjusted EBITDA (“Adjusted EBITDA”) of the Company, which is intended to further align the Company’s “one team” mindset. Each of net revenue and Adjusted EBITDA were weighted equally and are described in more detail below. Adjusted EBITDA is a non-GAAP measure that excludes non-cash items or items that do not reflect the Company’s assessment of on-going business performance. Management believes that Adjusted EBITDA provides the most useful insight into underlying business trends and results and provides a more meaningful comparison of year-over-year results than GAAP net income, the closest GAAP measure. Management uses Adjusted EBITDA for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets. Targets for the measures for the Business Performance Component were aligned to what we believed to be the expectations of our investors at the time of setting the Company’s 2023 annual budget. The Business Performance Rating is calculated by taking the average of the ratings for each Business Performance Component and, subject to the sole discretion of the Compensation Committee, adjusting this result up or down based on qualitative Business Performance factors identified by the Compensation Committee. The Compensation Committee did not adjust the Business Performance Rating for any executive officer for 2023 based on these qualitative Business Performance factors. The Business Performance Component for 2023 is comprised of two measures: •Net Revenue. Net revenue for purposes of the Business Performance Component is the Company’s net revenue on a consolidated basis in accordance with GAAP, which the Company considers to be a key measure of growth and expansion of the Company’s business. •Adjusted EBITDA. Management defines Adjusted EBITDA as net income (loss) before interest, tax expense, depreciation and amortization adjusted for: share of (income) loss from equity method investments; impairment loss on goodwill and intangible assets; impairment loss on long-lived assets; (gain) loss on revaluation of derivative liabilities; (gain) loss on revaluation of financial instruments; transaction costs related to strategic projects; impairment loss on other investments; foreign currency transaction loss; other, net; loss from discontinued operations; restructuring costs; inventory write-downs resulting from restructuring actions; share-based compensation; and financial statement review costs and reserves related to the restatements of the Company’s 2019 and 2021 interim financial statements (the “Restatements”), including the costs related to the settlement of the SEC’s and the Ontario Securities Commission’s (the “OSC”) investigations thereof and legal costs defending shareholder class action complaints brought against the Company as a result of the 2019 restatement. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B. Under the 2023 STIC Program, the Business Performance Component rating may range from 0% to 150%, where achieving the Target corresponds to a 100% rating for the Business Performance Component. The Business Performance Component is subject to a minimum performance threshold (the “Threshold”) and a maximum performance level (the “Maximum”). If a Threshold is not met for the Business Performance Component, it will be scored as 0% when calculating the Business Performance Rating. Actual Business Performance results that meet or exceed the Maximum will result in a score of 150% for the Business Performance Component. For 2023, the rating for the Business Performance Component was calculated as follows:
Short-Term Incentive Compensation
| Business Performance Component | Business Performance Component Rating Calculation | | Actual Result | (expressed as a % of target) | | Below Threshold | 0 | | Greater than Threshold, less than Target | ((actual result – Threshold) / (Target – Threshold)) * 100 | | Equal to Target | 100 | | Greater than Target, less than Maximum | (((actual result – Target) / (Maximum – Target)) * 50) + 100 | | Equal to or greater than Maximum | 150 |
Short-Term Incentive Compensation
The table below shows the (i) Threshold, (ii) Target and (iii) Maximum targets for each measure of each Business Performance Component established by the Compensation Committee for the 2023 STIC Program, each of which were set in the first quarter of 2023, (iv) the actual results achieved for each measure in 2023, (v) the rating for each measure for the Business Performance Component, and (vi) the combined ratings for the Business Performance Component.
Short-Term Incentive Compensation
| Business Performance | Threshold (in millions) | Target (in millions) | Maximum (in millions) | 2023 Actual | Measure Rating | Component Rating | | Cronos Global | | | | | | | | Net revenue | $92.1 | $108.4 | $124.7 | $87.2 | —% | 75% | | Adjusted EBITDA* | $(86.5) | $(75.2) | $(63.9) | $(61.6) | 150% | |
Short-Term Incentive Compensation
| * Adjusted EBITDA is a non-GAAP financial measure. Please refer to the definition set forth above and Appendix B for the reconciliation of Adjusted EBITDA to net income (loss). |
Short-Term Incentive Compensation
The overall quantitative Business Performance Rating was 75%. The Compensation Committee retains the ability to make adjustments to the Business Performance Ratings based on qualitative achievements of the Company but did not do so in 2023. Individual Performance Measures Incentive awards are differentiated based on Individual Performance, with 40% of the Target Incentive Amount for our executives based on Individual Performance. For each NEO, the Individual Performance Rating can range from 0% to 130%. Individual Performance factors were specific to each NEO’s job function. In determining the Individual Performance of our NEOs, the Compensation Committee noted the highlights of the 2023 performance of each NEO who received an Individual Performance rating in respect of 2023 as described below. •Mr. Gorenstein continued to lead the strategic realignment of our business in 2023, which included ceasing U.S. operations and the planned wind-down of the Cronos Fermentation facility, which contributed to cost savings of approximately $30.0 million in operating expense in 2023. Mr. Gorenstein continues to be keenly focused on maximizing the effectiveness of our spending while searching for additional opportunities to remove costs from the system. Mr. Gorenstein also oversaw our entry into new markets: Germany and Australia. Additionally, Mr. Gorenstein oversaw the continued ascent of the Company’s Spinach® brand in the Canadian adult-use market, as well as the introduction of the Lord Jones® brand into the Canadian adult-use market. •Mr. Holm led the Company’s 2023 cost savings strategy that is intended to position the Company to drive profitable and sustainable growth over time. Mr. Holm also managed the Company’s treasury management strategy that led to an improved rate of return on cash and short-term investments and contributed to the Company increasing its cash and short-term investment balance in the fourth quarter of 2023. Mr. Holm also led efforts to implement systems infrastructure improvements, driving further operational efficiencies and cost savings. Additionally, Mr. Holm played a leading role in the Company’s efforts to remediate its material weakness in its internal control over financial reporting as of December 31, 2023 and improve the Company’s control environment and systems, processes and procedures. •Ms. Shlimak led our internal and external communication, government affairs, corporate strategy and investor relation functions. Ms. Shlimak oversaw the efforts to expand our government affairs engagement program across North America establishing the Company’s credibility, reputation and influence with key governmental and regulatory stakeholders, including through membership in various industry trade groups. Ms. Shlimak led corporate strategic planning, strategic business and corporate development initiatives. Ms. Shlimak assisted in the continued implementation of our strategic realignment in 2023, which included surpassing our operating expense savings target by achieving total cost reductions of approximately $30.0 million. Ms. Shlimak continued to oversee and manage the Company’s engagement with the investment and sell-side community by helping analysts better understand the Company’s innovation and portfolio strategy. •Mr. Jacobson led our marketing, innovation, operations and sales team in North America as well as consumer insights for our global business. Mr. Jacobson set the strategy for our brands and was responsible for leading our global teams to help execute the Company’s vision. Mr. Jacobson led the Company’s efforts to enter the Australian market with strategic partner Vitura Health Limited, as well as entry of the PEACE NATURALS® brand into the German market with our strategic partner Cansativa. Mr. Jacobson also assisted in the continued implementation of our strategic realignment in 2023, which included ceasing U.S. operations, the planned wind-down of the Cronos Fermentation facility and the entry into a sale-leaseback transaction for the Peace Naturals Campus. Mr. Jacobson continues to oversee the development of our borderless product portfolio highlighted by the success of our Spinach® brand and the successful launch of the Lord Jones® brand across categories in Canada. •Mr. Gorelik led Cronos Israel’s operations and contributed to its steady performance in 2023. Mr. Gorelik led the efforts to establish and grow the PEACE NATURALS® brand and win market share in the Israeli medical market. Mr. Gorelik developed and executed a plan to hire personnel for market execution, quality assurance, cultivation and manufacturing. Mr. Gorelik also worked to optimize manufacturing operations processes with a view towards balancing the growth and procurement of raw materials to demand and implemented a robust sales and operations planning process. Mr. Gorelik also navigated Cronos Israel through the impacts of the Israel-Hamas War on our Israel operations. NEO 2023 Bonus Amounts Based on the considerations described above, the Compensation Committee approved the following NEO 2023 Bonus Amounts:
Short-Term Incentive Compensation
| Current NEO | 2023 Target Incentive Amount | Business Performance Rating | Individual Performance Rating | Actual NEO 2023 Bonus Amount Approved | | Michael Gorenstein | $1,162,500 | 75% | 102% | $997,425 | | James Holm | $442,750 | 75% | 102% | $379,880 | | Anna Shlimak | $232,200 | 75% | 102% | $199,228 | | Jeffrey Jacobson(1) | $357,951 | 75% | 102% | $306,998 | | Ran Gorelik(2) | $85,554 | 75% | 90% | $69,299 |
Short-Term Incentive Compensation
| (1) The amounts reported for Mr. Jacobson are converted from C$ to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (2) The amounts reported for Mr. Gorelik are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023. |
Short-Term Incentive Compensation
2024 Cash Retention Bonuses On March 5, 2024, the Company granted a one-time cash retention bonus to each NEO (the “2024 Retention Bonuses”). The 2024 Retention Bonuses were paid in a single lump sum on March 22, 2024 (for all NEOs other than Mr. Gorelik) or April 1, 2024 (for Mr. Gorelik), in the following amounts: $174,375 (Mr. Gorenstein); $66,413 (Mr. Holm); $34,830 (Ms. Shlimak); CAD $72,450 (Mr. Jacobson) and ILS 47,250 (Mr. Gorelik). The 2024 Retention Bonuses are subject to forfeiture and clawback if at any time prior to March 22, 2025 the NEO either (i) provides the Company with notice of his or her intention to resign from employment or (ii) is terminated for cause. Accordingly, the 2024 Retention Bonuses will not be earned (if at all) until March 22, 2025 and are not reported in the Summary Compensation Table as compensation for the 2023 fiscal year.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentives are intended to attract, retain and motivate our executive officers, align the interests of our executive officers with Shareholders, and promote ownership of the Company’s equity by our executives. Through ownership in our Shares, executive officers benefit from share price appreciation resulting from the achievement of positive long-term business results. The Compensation Committee is responsible for approving equity grants for executive officers. The Company generally grants long-term incentives in the form of Restricted Share Units, intended to reinforce share ownership and retention of participants. Equity awards approved by the Compensation Committee are granted after the end of any scheduled blackout period following such approval to ensure that equity grants are not made prior to the release of material non-public information. Restricted Share Unit grants for 2023 will vest ratably over three years and settle in newly issued Shares. The actual value of the compensation received from Restricted Share Units will depend on the Share price on the date that a participant elects to sell his or her Shares. This relationship reinforces direct alignment with the interests of our Shareholders. In 2023, the Compensation Committee considered equity compensation practices of the Cronos Peer Group and general industry market data, among other factors and considerations, in making equity grant decisions. NEO 2023 Long-Term Equity Awards Based on the considerations described above, the Compensation Committee approved the following long-term incentive grant values for NEOs in 2023:
Long-Term Incentive Compensation
| Current NEO | Number of Restricted Share Units | Number of Options | 2023 Long-Term Incentive Grant Value ($)(1) | | Michael Gorenstein | 973,618 | — | 1,937,500(2) | | James Holm | 290,201 | — | 577,500(3) | | Anna Shlimak | 135,678 | — | 270,000 | | Jeffrey Jacobson | 177,573 | 188,317 | 736,163 | | Ran Gorelik | 100,502 | — | 200,000 |
Long-Term Incentive Compensation
| (1) These are calculated based on grant date fair value including, solely with respect to the Stock Options granted to Mr. Jacobson, a Black-Scholes valuation. | | (2) The Gorenstein Agreement (as defined below) provides for annual grants with a target incentive opportunity of not less than $1,937,500. | | (3) The Holm Agreement (as defined below) provides for annual grants with a target incentive opportunity of not less than $577,500. |
Long-Term Incentive Compensation
For more information regarding our NEOs’ target incentive opportunities specified under their employment agreements and other arrangements, see “Employment Agreements” below.
Employment Agreements
Employment Agreements Each of the NEOs provides services pursuant to an employment agreement. The severance and change of control provisions of our NEOs’ employment agreements and other arrangements are described in more detail in the section entitled “Potential Payments Upon Termination or Change of Control”. Gorenstein Agreement The Company entered into an amended and restated executive employment agreement, effective March 21, 2022 (the “Gorenstein Agreement”), setting forth the terms of Mr. Gorenstein’s employment. The Gorenstein Agreement provides for an annual base salary of $775,000, an annual target bonus opportunity of 150% of base salary, and, beginning in the 2023 fiscal year grant cycle, annual grants with a target incentive opportunity of not less than $1,937,500. In addition, Mr. Gorenstein received a one-time sign-on grant of 3,000,000 Restricted Share Units on March 21, 2022 that vest on the third anniversary of the grant date and an additional grant of 499,826 Restricted Share Units on December 13, 2022 that vest in three substantially equal installments on each of December 13, 2023, December 13, 2024, and December 13, 2025. In the event Mr. Gorenstein’s employment is terminated by the Company without Just Cause or he resigns for Good Reason (each, as defined in the Gorenstein Agreement), he would be entitled to a severance payment in the amount of his annual base salary and target bonus, employee benefit continuation for up to one year following termination, a pro-rated annual bonus for the year of termination, and accelerated vesting of his outstanding equity-based awards, subject to Mr. Gorenstein entering into a release of claims in favor of the Company and its affiliates and related entities. The Gorenstein Agreement also includes perpetual confidentiality and non-disparagement provisions, non-competition and customer non-solicitation covenants that apply during the term of Mr. Gorenstein’s employment and for a period of one year following termination and an employee non-solicitation covenant that applies during the term of Mr. Gorenstein’s employment and for a period of two years following termination. Holm Agreement The Company entered into an executive employment agreement, dated November 14, 2022, with Mr. Holm (the “Holm Agreement”). The Holm Agreement provides for an annual base salary of $385,000 and an annual target bonus opportunity of 115% of annual base salary beginning in 2023, and, beginning in the 2023 fiscal year grant cycle, annual grants of equity-based awards with an initial target incentive opportunity of $577,500. Additionally, Mr. Holm received an initial one-time grant of $250,000 in Stock Options that vest ratably on a quarterly basis over a four-year period and $50,000 in Restricted Share Units that vest on the third anniversary of the grant date, as well as a cash signing bonus of $250,000. In the event Mr. Holm’s employment is terminated by the Company without Just Cause or he resigns for Good Reason (each, as defined in the Holm Agreement), he would be entitled to a severance payment in the amount of his annual base salary, employee benefit continuation for up to one year following termination, and a pro-rated annual bonus for the year of termination, subject to Mr. Holm entering into a release of claims in favor of the Company and its affiliates and related entities. The Holm Agreement also includes perpetual confidentiality and non-disparagement provisions, non-competition and customer non-solicitation covenants that apply during the term of Mr. Holm’s employment and for a period of one year following termination and an employee non-solicitation covenant that applies during the term of Mr. Holm’s employment and for a period of two years following termination. Shlimak Agreement and Shlimak Letter Agreements The Company entered into an employment agreement dated February 20, 2020 with Ms. Shlimak (the “Shlimak Agreement”). Pursuant to the Shlimak Agreement, Ms. Shlimak acted in the capacity of Senior Vice President, Communications, Investor Relations and Government Affairs of the Company. The Shlimak Agreement provided for an annual base salary of $230,000. Ms. Shlimak is eligible to participate in the Company’s benefits programs and in the Company’s annual cash bonus plan as may be in effect from time to time. Ms. Shlimak’s annual target bonus opportunity was initially 86% of base salary. Ms. Shlimak is eligible to receive annual grants of equity-based awards with an initial target incentive opportunity of $230,000. Effective as of February 17, 2022, the Company and Ms. Shlimak entered into a letter agreement (the “Shlimak Letter Agreement”) setting forth the terms and conditions of her employment as Senior Vice President, Corporate Affairs and Strategy and increasing Ms. Shlimak’s base salary to $270,000 to align her base salary with comparable base salaries among the Cronos Peer Group and in recognition of her contributions to the Company. Ms. Shlimak’s annual target bonus opportunity under the Shlimak Letter Agreement remains 86% of base salary, and Ms. Shlimak’s target incentive opportunity with respect to equity-based awards is 100% of base salary. On February 21, 2023, the Company and Ms. Shlimak entered into a letter agreement, which amended the Shlimak Agreement with respect to potential payments upon termination or change of control. For more information, see “Potential Payments Upon Termination or Change of Control — Employment Agreements —Shlimak Agreement”. Jacobson Agreement The Company entered into an employment agreement dated June 21, 2019 with Mr. Jacobson, which was amended via a letter agreement dated November 7, 2022 (the “Jacobson Agreement”). Pursuant to the Jacobson Agreement, Mr. Jacobson serves as Chief Growth Officer of the Company. The Jacobson Agreement provided for an annual base salary of C$420,000 (or $311,262 per year based on the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023). Mr. Jacobson is eligible to participate in the Company’s benefits programs and in the Company’s annual cash bonus plan as may be in effect from time to time. Mr. Jacobson’s annual target bonus opportunity is 115% of base salary, and Mr. Jacobson is eligible to receive annual grants of equity-based awards with a target incentive opportunity of 115% of base salary. On February 28, 2024, the Company entered into an Amended and Restated Executive Employment Agreement with Mr. Jacobson (the “Restated Jacobson Agreement”) in connection with Mr. Jacobson’s relocation to the United States. Mr. Jacobson continues to act in the capacity of Chief Growth Officer of the Company. The Restated Jacobson Agreement provides for an annual base salary of $311,136 (the approximate U.S. dollar-equivalent of Mr. Jacobson’s prior annual base salary based on the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023). Under the Restated Jacobson Agreement, Mr. Jacobson’s target bonus opportunity and target long-term equity-incentive remain unchanged. Gorelik Agreement
Employment Agreements
Cronos Israel G.S. Cultivation Ltd. and the Company entered into an employment agreement dated August 16, 2020 with Mr. Gorelik (the “Gorelik Agreement”). Pursuant to the Gorelik Agreement, Mr. Gorelik acts in the capacity of General Manager, Cronos Israel. The Gorelik Agreement provides for a monthly base salary of ILS75,000 (or $244,440 per year based on the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023). Mr. Gorelik is eligible to participate in the Company’s annual cash bonus plan as may be in effect from time to time. Mr. Gorelik’s annual target bonus opportunity is 35% of base salary. Additionally, the Company and Mr. Gorelik have opened and maintain a Keren Hishtalmut, a savings and investment plan, pursuant to which the Company contributes an amount equal to 7.5% of Mr. Gorelik’s base salary and Mr. Gorelik contributes an amount equal to 2.5% of his base salary. Mr. Gorelik is eligible to receive annual grants of equity-based awards with an initial target incentive opportunity of $200,000. Effective as of April 2, 2024, the Company entered into an Amended and Restated Executive Employment Agreement (the “Amended Gorelik Agreement”) with Mr. Gorelik, pursuant to which Mr. Gorelik will transition from the role of General Manager (Cronos Israel) to the role of Chairman of Cronos Israel. Pursuant to the Amended Gorelik Agreement, Mr. Gorelik will continue to serve as Chairman of Cronos Israel until April 1, 2026 (the “Scheduled End Date”), at which time his employment with the Company will automatically terminate. The Amended Gorelik Agreement provides for a base salary as follows: •for the period from April 2, 2024 to April 1, 2025, a monthly base salary of ILS45,000 gross (or $12,222 per month based on the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023); and •for the period from April 2, 2025 to the Scheduled End Date, a monthly base salary of ILS30,000 gross (or $8,148 per month based on the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023). Mr. Gorelik’s annual target bonus opportunity will be ILS189,000 (or $51,332 based on the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023) for the 2024 fiscal year and ILS90,000 (or $24,444 based on the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023) for the 2025 fiscal year, subject to the terms of the annual bonus plan, as amended or terminated by the Company in its discretion. Mr. Gorelik will be eligible to receive annual grants of equity-based awards of $100,000 in respect of the 2024 fiscal year and $50,000 in respect of the 2025 fiscal year.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the NEOs for the fiscal years ended December 31, 2023, 2022 and 2021, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(1)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | All Other Compensation ($)(1)(5) | Total ($)(1) | | Michael Gorenstein | 2023 | 775,000 | — | 1,937,500 | — | 997,425 | — | 3,709,925 | | Chairman, President and CEO | 2022 | 679,840 | — | 13,656,406 | — | 1,146,270(8) | 1,010,764 | 16,493,280 | | | 2021(7) | 394,000 | — | — | — | 591,000(9) | 8,702 | 993,702 | | James Holm | 2023 | 385,000 | — | 577,500 | | 379,880 | — | 1,342,380 | | CFO(6) | 2022 | 37,019 | 250,000 | 50,000 | 250,000 | — | 27,288 | 614,307 | | Anna Shlimak | 2023 | 270,000 | — | 270,000 | — | 199,228 | — | 739,228 | | SVP, Corporate Affairs and Strategy | 2022 | 270,000 | — | 270,000 | — | 260,505 | — | 800,505 | | | 2021 | 230,000 | — | 230,000 | — | 183,048 | 8,979 | 652,027 | | Jeffrey Jacobson | 2023 | 311,262 | — | 357,950 | 378,212 | 306,998 | — | 1,354,423 | | Chief Growth Officer | 2022 | 297,809 | — | 457,264 | — | 432,310 | — | 1,187,383 | | Ran Gorelik | 2023 | 244,440 | — | 200,000 | — | 69,299 | 107,632 | 621,371 | | General Manager (Cronos Israel) | 2022 | 268,380 | — | 200,000 | — | 105,383 | 113,606 | 687,369 | | | 2021 | 278,460 | — | 200,000 | — | 136,424 | 129,340 | 744,224 |
Summary Compensation Table
| (1) The amount reported for Mr. Gorenstein in 2022 represents salary paid to Mr. Gorenstein as Executive Chairman prior to March 21, 2022 and salary paid to him as CEO and President after his appointment on March 21, 2022. The amounts reported for Mr. Jacobson are converted from C$ to USD using the Bloomberg average exchange rate (a) of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023, and (b) of C$1.00 to $0.7978 for the 12-month period ended December 31, 2022. The amounts reported for Mr. Gorelik are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate (a) of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023, (b) of ILS1.00 to $0.2982 for the 12-month period ended December 31, 2022 and (c) of ILS1.00 to $0.3094 for the 12-month period ended December 31, 2021. | | (2) Amounts set forth for Mr. Holm reflect a one-time cash signing bonus in connection with his appointment in November 2022. | | (3) The amounts in these columns represent the aggregate grant date fair value of the relevant award(s) presented, as determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). See note 11 of the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. Amounts set forth for 2023 include annual long-term incentive grants for each NEO. For more information, see “Long-Term Incentive Compensation” above. Amounts set forth for Mr. Gorenstein in 2022 reflect his one-time sign-on grants of 3,000,000 Restricted Share Units in March 2022, 470,038 Restricted Share Units attributed to 2020, 2021 and 2022 that were held back in connection with ongoing investigations by the SEC and the OSC, which were subsequently settled on October 24, 2022, and an additional grant of 499,826 Restricted Share Units made in December 2022. Amounts set forth for Mr. Holm in 2022 reflect his one-time sign-on grants of 113,947 Stock Options and 15,974 Restricted Share Units. Amounts set forth for Mr. Jacobson in 2022 include 58,287 Restricted Share Units attributed to 2020 and 2021 that were held back in connection with ongoing investigations by the SEC and the OSC, which were subsequently settled on October 24, 2022. | | (4) Incentive plan amounts determined as more specifically discussed under “—Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation.” The amounts in this column represent short-term cash incentive awards earned based on performance in a particular year to be paid in the subsequent year. | | (5) The items comprising “All Other Compensation” for 2023 are: |
Summary Compensation Table
| Name | Perquisites and Other Personal Benefits ($) | Severance Payment ($) | Tax Preparation and Consulting Fees ($) | Consulting Services ($) | Tax Gross Up ($) | Company Contribution to Deferred Compensation Plan | Total ($) | | Ran Gorelik | 63,291(a) | | | | 17,138(b) | 27,203(c) | 107,632 |
Summary Compensation Table
| (a) “Perquisites and Other Personal Benefits” for Mr. Gorelik include a car allowance in the amount of $33,597, cell phone, gift and meal allowances, health and wellness benefits, and supplemental pension, severance and education payments in the amount of $29,694. | | (b) Represents certain employee taxes assessed under Israeli law that the Company pays for Mr. Gorelik. | | (c) Represents Company contributions to pension, severance and education defined contribution plans for Mr. Gorelik. |
Summary Compensation Table
| (6) Mr. Holm commenced employment as CFO on November 14, 2022. Previously, Mr. Holm performed consulting services for the Company pursuant to a consulting agreement, which terminated with Mr. Holm’s appointment as CFO. | | (7) Represents compensation paid to Mr. Gorenstein as Executive Chairman in 2021. | | (8) Includes a bonus in the amount of $127,915 that was paid to Mr. Gorenstein in connection with his role as Executive Chairman from January 1, 2022 through March 20, 2022. | | (9) Reflects bonuses under the Short-Term Incentive Plan attributed to 2020 and 2021 that were held back in connection with ongoing investigations by the SEC and the OSC and that were subsequently paid after the settlement of such investigations on October 24, 2022. |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The table below summarizes the equity and non-equity awards granted to the NEOs in 2023.
Grants of Plan-Based Awards in 2023
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Target | Maximum | | | | | | | | ($)(2) | ($)(2) | | | | | | Michael Gorenstein | 3/15/2023 | 1,162,500 | 1,650,750 | 973,618 | | | 1,937,500 | | James Holm | 3/15/2023 | 442,750 | 628,705 | 290,201 | | | 577,500 | | Anna Shlimak | 3/15/2023 | 232,200 | 329,724 | 135,678 | | | 270,000 | | Jeffrey Jacobson | 3/15/2023 | 357,951(3) | 508,291(3) | 177,573 | | | | | | | | | | 188,317 | 2.19(4) | 736,163 | | Ran Gorelik | 3/15/2023 | 85,554(5) | 121,487(5) | 100,502 | | | 200,000 |
Grants of Plan-Based Awards in 2023
| (1) The aggregate grant date fair value of awards presented in this column is calculated in accordance with ASC 718. | | (2) Represents the target and maximum applicable to short-term incentives. As described under “—Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation” above, 60% of the short-term cash incentive is based on Business Performance results as compared to pre-established goals; the remaining 40% of the Target Incentive Amount is based on Individual Performance results. The Compensation Committee retains discretion to pay short-term incentive amounts above or below the estimated range shown in the table above. | | (3) The amounts reported for Mr. Jacobson are converted from C$ to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (4) The exercise price is converted from C$ to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (5) The amounts reported for Mr. Gorelik are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023. |
Additional Information about Grants of Plan-Based Awards
Additional Information about Grants of Plan-Based Awards
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End As of December 31, 2023, our NEOs held outstanding equity-based awards of the Company as listed in the table below.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Michael Gorenstein | 1,097,791 | | $20.65(2) | 5/11/2024 | | | | | | | | | 3,000,000(3) | 6,270,000 | | | | | | | 62,659(4) | 130,957 | | | | | | | 62,722(5) | 131,089 | | | | | | | 333,234(6) | 696,459 | | | | | | | 973,618(7) | 2,034,862 | | James Holm | 28,486 | 85,461(8) | $3.13 | 11/28/2029 | | | | | | | | | 15,974(9) | 33,386 | | | | | | | 290,201(7) | 606,520 | | Anna Shlimak | | | | | 7,337(4) | 15,334 | | | | | | | 60,000(10) | 125,400 | | | | | | | 135,678(7) | 283,567 | | Jeffrey Jacobson | 21,062 | | $20.65(2) | 5/11/2024 | | | | | 35,309 | 153,008 | $2.96(2) | 3/1/2030 | | | | | | | | | 63,533(10) | 132,784 | | | | | | | 7,017(4) | 14,666 | | | | | | | 177,573(7) | 371,128 | | Ran Gorelik | | | | | 6,380(4) | 13,334 | | | | | | | 44,444(10) | 92,888 | | | | | | | 100,502(7) | 210,049 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Amounts in these columns reflect a closing price of our Shares on NASDAQ of $2.09 on December 29, 2023 (the last business day in 2023). | | (2) The exercise price is expressed in Canadian dollars. | | (3) Restricted Share Units vest on the third anniversary of the grant date of March 21, 2022. | | (4) Restricted Share Units vested on March 1, 2024. | | (5) Restricted Share Units vest ratably on each of March 15, 2024 and March 15, 2025. | | (6) Restricted Share Units vest ratably on each of December 13, 2024 and December 13, 2025. | | (7) Restricted Share Units vest ratably on each of March 15, 2024, March 15, 2025, and March 15, 2026. | | (8) Stock Options vest on a quarterly basis over a four-year period following the grant date of November 28, 2022. | | (9) Restricted Share Units vest on the third anniversary of the grant date of November 28, 2022. | | (10) Restricted Share Units vest ratably on an annual basis over a three-year period from grant date of March 15, 2022. |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Gorenstein | — | — | 62,659 | 135,970(1) | | | — | — | 31,361 | 62,408(2) | | | — | — | 62,659 | 117,799(3) | | | — | — | 166,592 | 316,525(4) | | James Holm | — | — | — | — | | Anna Shlimak | — | — | 7,336 | 15,919(1) | | | — | — | 30,000 | 59,700(2) | | | — | — | 28,292 | 53,189(3) | | Jeffrey Jacobson | — | — | 7,018 | 15,302(5) | | | — | — | 31,767 | 63,128(6) | | | — | — | 12,411 | 23,110(7) | | Ran Gorelik | — | — | 6,379 | 13,842(1) | | | — | — | 22,222 | 44,222(2) | | | — | — | 11,357 | 21,010(8) |
2023 Option Exercises and Stock Vested
| (1) Value realized is based on the closing price of the Company’s common shares on February 28, 2023 (the trading day prior to vesting) of $2.17 as reported by the NASDAQ. | | (2) Value realized is based on the closing price of the Company’s common shares on March 14, 2023 (the trading day prior to vesting) of $1.99 as reported by the NASDAQ. | | (3) Value realized is based on the closing price of the Company’s common shares on May 10, 2023 (the trading day prior to vesting) of $1.88 as reported by the NASDAQ. | | (4) Value realized is based on the closing price of the Company’s common shares on December 12, 2023 (the trading day prior to vesting) of $1.90 as reported by the NASDAQ. | | (5) Value realized is based on the closing price of the Company’s common shares on February 28, 2023 (the trading day prior to vesting) of C$2.96 as reported by the Toronto Stock Exchange (“TSX”). The amount reported is converted from C$ to USD using the Bloomberg closing exchange rate of C$1.00 to $0.7366 for February 28, 2023, the day prior to vesting. | | (6) Value realized is based on the closing price of the Company’s common shares on March 14, 2023 (the trading day prior to vesting) of C$2.72 as reported by the TSX. The amount reported is converted from C$ to USD using the Bloomberg closing exchange rate of C$1.00 to $0.7306 for March 14, 2023, the day prior to vesting. | | (7) Value realized is based on the closing price of the Company’s common shares on May 10, 2023 (the trading day prior to vesting) of C$2.49 as reported by the TSX. The amount reported is converted from C$ to USD using the Bloomberg closing exchange rate of C$1.00 to $0.7478 for May 10, 2023, the day prior to vesting. | | (8) Value realized is based on the closing price of the Company’s common shares on August 4, 2023 (the trading day prior to vesting) of $1.85 as reported by the NASDAQ. |
2023 Pension Benefits
2023 Pension Benefits The Company does not maintain any defined benefit pension plans.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The Company makes contributions to a pension and severance defined contribution plan and an education defined contribution plan for Mr. Gorelik. The funds are chosen by Mr. Gorelik and are not administered or managed by the Company.
2023 Nonqualified Deferred Compensation
| NEO | Executive Contributions in 2023 ($) | Company Contributions in 2023 ($) | | Ran Gorelik | — | $27,203(1) |
2023 Nonqualified Deferred Compensation
| (1) The Company contributes to a pension and severance fund and education fund on behalf of Mr. Gorelik. The funds are chosen by Mr. Gorelik and are not administered or managed by the Company. The amount reported is converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table and footnotes describe certain potential payments that each NEO would receive upon certain terminations of employment and/or Change of Control, assuming that the termination event and/or Change of Control was effective as of December 29, 2023 and the value of our Shares is $2.09, which was the closing price of our Shares on the NASDAQ on December 29, 2023, the last business day in 2023.
Potential Payments Upon Termination or Change of Control
| NEO(1) | Cash Severance ($) | Group Insured Benefits ($) | Accelerated Stock Options ($) | Accelerated Restricted Share Units ($) | Total ($) | | Michael Gorenstein | | | | | | | Termination without Just Cause or resignation for Good Reason (including in connection with a Change of Control) | 1,937,500 | 1,196 | — | 9,263,367 | 11,202,063 | | Termination due to death or Disability after a Change of Control | — | — | — | 9,263,367 | 9,263,367 | | Change of Control involving the purchase of the Company’s securities described in Rule 13e-3 under the Exchange Act | — | — | — | 6,270,000 | 6,270,000 | | Death | — | — | — | 9,263,367 | 9,263,367 | | Disability | 1,162,500 | — | — | — | 1,162,500 | | James Holm | | | | | | | Termination without Just Cause or resignation for Good Reason (including in connection with a Change of Control) | 385,000 | 18,527 | — | 639,906 | 1,043,432 | | Termination due to death or Disability | — | — | — | 639,906 | 639,906 | | Anna Shlimak | | | | | | | Termination without Just Cause (including in connection with a Change of Control) | 344,700 | 7,960 | — | 424,301 | 776,961 | | Resignation for Good Reason in connection with a Change of Control | 344,700 | 7,960 | — | 424,301 | 776,961 | | Death | — | — | — | 424,301 | 424,301 | | Disability | — | — | — | — | — | | Jeffrey Jacobson(1) | | | | | | | Termination without Just Cause (including in connection with a Change of Control) | 181,570 | 9,524 | — | 132,784 | 323,878 | | Resignation for Good Reason in connection with a Change of Control | 181,570 | 9,524 | — | 132,784 | 323,878 | | Death | — | — | — | 132,784 | 132,784 | | Disability | — | — | — | — | — | | Ran Gorelik(2) | | | | | | | Termination without Justifiable Cause within one year of a Change of Control | 122,220 | — | — | 316,271 | 438,491 | | Termination | 122,220 | — | — | — | 122,220 | | Death | — | — | — | 316,271 | 316,271 | | Disability | — | — | — | — | — |
Potential Payments Upon Termination or Change of Control
| (1) The cash amounts reported for Mr. Jacobson are converted from CAD to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (2) The cash amounts reported for Mr. Gorelik are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2716 for the 12-month period ended December 31, 2023. |
CEO PAY RATIO
CEO PAY RATIO Set forth below is disclosure regarding the ratio of the annual total compensation of Mr. Gorenstein to that of our median employee (excluding our CEO). •For 2023, our last completed fiscal year, the annual total compensation of Mr. Gorenstein was $3,709,925, which amount equals the CEO’s total compensation as reported in the “Summary Compensation Table”; •the annual total compensation of the median Cronos employee (excluding Mr. Gorenstein) was $56,454; and •the ratio of our CEO’s annual total compensation to that of the median Cronos employee was 65.72 to 1. To identify the median employee, we used the following methodology: •As a result of changes to our employee population during 2023 in connection with the realignment of our business, the exit of our U.S. operations, and the wind-down and exit of our Cronos Fermentation facility, we used our entire employee population as of December 31, 2023. The jurisdictions included in the analysis were Canada, the United States and Israel, which were the only jurisdictions in which the Company had employees as of December 31, 2023. •We calculated the amount of annual total cash compensation paid to all of our employees (other than our CEO) using a consistently applied compensation measure defined as the sum of base pay and bonuses and other cash wages and allowances earned during fiscal year 2023. •Employees with partial year earnings were annualized to full year earnings, assuming consistent earnings. •All figures shown are in U.S. dollars. The amounts originally in non-U.S. dollars were converted to U.S. dollars using the Bloomberg average exchange rate of C$1.00 to $0.7411 and ILS1 to $0.2716, as applicable, in each case for the 12-month period ended December 31, 2023. After identifying the median employee, we then determined the median employee’s annual total compensation for the year ended December 31, 2023 in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). The pay ratio described above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies, including companies in the Cronos Peer Group, may not be comparable to the pay ratio reported above. Other companies may have different employment and compensation practices, different geographic breadth, perform different types of work, and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for informational purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officer (the “PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. More information on the Company’s compensation program and decisions for the 2023 performance year can be found in the CD&A.
PAY VERSUS PERFORMANCE
| | Michael Gorenstein | | Kurt Schmidt | | | | Value of Initial Fixed $100 Investment on 12/31/2019 based on: | | Company Financial Measures | | | | Summary Compensation Table (SCT) Total for PEO(1) | Compensation Actually Paid (CAP) to PEO(1)(2) | SCT Total for Former PEO(1) | CAP to Former PEO(1)(2) | Average SCT Total for Non-PEO NEOs(3) | Average CAP to Non-PEO NEOs(2)(3) | Company Total Shareholder Return(4) | Cronos Peer Group Total Shareholder Return(4) | Net Income (Loss) (millions) | Adjusted EBITDA (millions)(5) | | 2023 | $3,709,925 | $2,041,016 | N/A | N/A | $1,014,350 | $925,937 | $27.25 | $56.69 | $(73.9) | $(63.7) | | 2022 | $16,493,280 | $12,995,516 | $727,990 | $(1,573,160) | $1,166,928 | $612,594 | $33.12 | $45.30 | $(168.7) | $(80.6) | | 2021 | N/A | N/A | $2,495,028 | $(4,407,520) | $1,378,673 | $676,983 | $51.11 | $120.53 | $(396.1) | $(160.5) | | 2020 | $1,084,540 | $(1,768,145) | $10,115,216 | $12,834,616 | $718,361 | $649,972 | $90.48 | $166.51 | $(73.1) | $(147.3) |
PAY VERSUS PERFORMANCE
| (1) Kurt Schmidt was our PEO from September 9, 2020 until his retirement as our President and CEO on March 21, 2022. On March 21, 2022, the Company appointed Michael Gorenstein as President and CEO. Mr. Gorenstein previously served as our CEO for the portion of 2020 prior to Mr. Schmidt’s appointment. | | (2) “Compensation actually paid” reflects the Summary Compensation Table Total with certain exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. In order to calculate the “compensation actually paid”, we have subtracted the following amounts from the value in the “2023 Summary Compensation Tables” totals, which reflect the grant date fair value for performance and time vesting Restricted Share Units granted in the indicated year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures. |
PAY VERSUS PERFORMANCE
| Michael Gorenstein | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | Kurt Schmidt | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | Non-PEO NEO Average | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | Fair Value of Equity Awards Granted in Prior Fiscal Year and Forfeited in Current Fiscal Year | | 2023 | $1,937,500 | 2023 | N/A | 2023 | $445,916 | — | | 2022 | $13,656,406 | 2022 | — | 2022 | $402,953 | $116,810 | | 2021 | N/A | 2021 | $1,300,000 | 2021 | $968,680 | — | | 2020 | — | 2020 | $9,725,600 | 2020 | $259,331 | — |
PAY VERSUS PERFORMANCE
In order to calculate the “compensation actually paid”, we have added the following amounts, which reflect the change in fair value for performance and time vesting Restricted Share Units and Stock Options, as applicable, in each case computed in accordance with FASB ASC Topic 718.
PAY VERSUS PERFORMANCE
| Michael Gorenstein | Fair Value of Awards Granted in Year and Unvested at End of Year | Fair Value at Vesting of Awards Granted in Year that Vested During the Year | Kurt Schmidt | Fair Value of Awards Granted in Year and Unvested at End of Year | Fair Value at Vesting of Awards Granted in Year that Vested During the Year | Non-PEO NEO Average | Fair Value of Awards Granted in Year and Unvested at End of Year | Fair Value at Vesting of Awards Granted in Year that Vested During the Year | | 2023 | $2,034,862 | — | 2023 | N/A | N/A | 2023 | $412,001 | — | | 2022 | $9,605,990 | $550,652 | 2022 | — | — | 2022 | $190,426 | $19,520 | | 2021 | N/A | N/A | 2021 | $487,652 | — | 2021 | $334,932 | $38,850 | | 2020 | — | — | 2020 | $12,445,000 | — | 2020 | $315,558 | — |
PAY VERSUS PERFORMANCE
| Michael Gorenstein | Change in Fair Value of Awards Granted in Prior Year through End of Year or Vesting Date | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year | Kurt Schmidt | Change in Fair Value of Awards Granted in Prior Year through End of Year or Vesting Date | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year | Non-PEO NEO Average | Change in Fair Value of Awards Granted in Prior Year through End of Year or Vesting Date | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year | | 2023 | $(1,556,377) | $(208,643) | 2023 | N/A | N/A | 2023 | $(23,848) | $(27,186) | | 2022 | — | — | 2022 | $(22,665) | $(2,278,485) | 2022 | $(18,642) | $(225,875) | | 2021 | N/A | N/A | 2021 | $(5,695,000) | $(395,200) | 2021 | $(113,363) | $6,844 | | 2020 | $(1,924,493) | $(928,192) | 2020 | — | — | 2020 | $(73,337) | $(51,279) |
PAY VERSUS PERFORMANCE
| (3) The NEOs included for purposes of determining the average compensation for our Non-PEO NEOs each year are as follows: |
PAY VERSUS PERFORMANCE
| NEOs | | | 2023 | James Holm, Anna Shlimak, Jeffrey Jacobson, and Ran Gorelik | | 2022 | James Holm, Robert Madore, Anna Shlimak, Jeffrey Jacobson, and Ran Gorelik | | 2021 | Robert Madore, Jerry Barbato, Xiuming Shum, Anna Shlimak, Shannon Buggy, and Ran Gorelik | | 2020 | Jerry Barbato, Xiuming Shum, Todd Abraham, and Anna Shlimak |
PAY VERSUS PERFORMANCE
| (4) The peer group includes Aurora Cannabis Inc., Canopy Growth Corporation, Green Thumb Industries, Inc., Organigram Holdings Inc., Tilray Inc., and Trulieve Cannabis Corp., which is the peer group used for purposes of our performance graph disclosure in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and for the peer group, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to “compensation actually paid” to our CEOs and Non-CEO NEOs in 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is a non- GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B. |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Cronos Peer Group Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Cronos Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between “compensation actually paid” to our PEOs, the average of “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR and the Cronos Peer Group’s cumulative TSR over the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between “compensation actually paid” to our PEOs, the average of “compensation actually paid” to our Non-PEO NEOs, and our net income (loss) during the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between “compensation actually paid” to our PEOs, the average of “compensation actually paid” to our Non-PEO NEOs, and Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Framework for Director Compensation
Framework for Director Compensation In 2022, the Compensation Committee conducted a review of our director compensation program against director compensation programs of companies in the Cronos Peer Group with the assistance of Mercer, its independent compensation consultant, in order to assess whether it is aligned with the market. As a result of this review, the Board adopted a revised remuneration policy for its directors (the “Board Remuneration Policy”) pursuant to which each non-employee director (other than employees of Altria) receives $50,000 per year for services as a director, an additional $25,000 per year for the Lead Director, an additional $20,000 per year for the chair of the Audit Committee, and an additional $15,000 per year for the chair of the Compensation Committee. Cash fees with respect to Board membership or service as a committee chair are paid assuming 12 consecutive months of service from the date the particular membership or service commences and are paid in quarterly installments. Directors who are executive officers of the Company, within the meaning of such term under the applicable NASDAQ Rules, or employees of Altria do not receive compensation from the Company for their service as directors. Under the Board Remuneration Policy, each director, other than directors who are executive officers and employees of Altria, is required to hold Shares with a market value equal to three times such director’s annual cash retainer within five years of such director’s appointment or election to the Board. Shares held for purposes of this policy include Shares owned outright by the director or his or her spouse and awarded but unvested Deferred Share Units (as defined below).
2023 Director Compensation Table
2023 Director Compensation Table The following table lists the individuals who received compensation in 2023 for their service as non-employee directors of the Company.
2023 Director Compensation Table
| Name | Amounts Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jason Adler | 57,500 | 150,000 | 207,500 | | Kendrick Ashton, Jr. | 50,000 | 150,000 | 200,000 | | Kamran Khan | — | — | — | | Dominik Meier | — | — | — | | Elizabeth Seegar | — | — | — | | James Rudyk | 95,842 | 150,000 | 245,842 | | Jody Begley | — | — | — | | Heather Newman | — | — | — |
2023 Director Compensation Table
| (1) The amounts in this column represent annual cash retainers and committee chair fees. Amounts are converted from C$ to USD using the Bloomberg average exchange rate of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. | | (2) Pursuant to the Company’s Deferred Share Unit Plan for Non-Executive Directors, non-employee directors (other than employees of Altria) received annual equity-based grants in the form of Deferred Share Units, each with a grant date fair value of $150,000, which will be settled in cash upon a director’s departure from the Board. As of December 31, 2023, Mr. Adler held 183,148 Deferred Share Units, Mr. Ashton Jr. held 155,383 Deferred Share Units and Mr. Rudyk held 183,148 Deferred Share Units. The amounts in this column represent the grant date fair value of Deferred Share Units computed in accordance with stock-based compensation accounting rules (per ASC Topic 718) for 2023. | | (3) As of December 31, 2023, no non-employee director held any equity-based awards as of December 31, 2023 (other than Deferred Share Units as disclosed above). |