DEF 14A of Cronos Group Inc.
Filed Apr 24, 2026 · FY20250001656472-26-000021
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 for the election of directors 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 following 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. A copy of the Majority Voting Policy is available on the Company’s website at https://ir.thecronosgroup.com/governance/documents-charters.
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 his current service on the Board, 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. Darren Broughton, 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 nominee will bring to the boardroom; •whether or not each nominee can devote sufficient time and resources to his or her duties as a Board member; and •the potential contributions of each nominee to the composition of, and the mix of skills, experiences and perspectives on, the Board, as further described below under “– Board Composition”. 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 | 39 | 2015 | Miami, FL United States | Chairman, President and Chief Executive Officer of Cronos | | Jason Adler(1)(2)(3) | 54 | 2016 | Pacific Palisades, CA United States | Co-founder and Managing Member of Gotham Green Partners | | Darren Broughton(1) | 54 | — | Midlothian, VA United States | Vice President and Associate General Counsel of Altria | | Dominik Meier(1) | 48 | 2023 | Richmond, VA United States | Vice President of Marketing Operations and Activations of Altria | | Elizabeth Seegar(1) | 48 | 2023 | Richmond, VA United States | Vice President and Treasurer of Altria | | Murray Garnick(1) | 66 | 2024 | Manakin Sabot, VA United States | Former Executive Vice President and General Counsel of Altria | | James Rudyk(1)(2)(3) | 59 | 2018 | Oakville, ON Canada | Former 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 for the election of directors 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 following 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.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position | | Michael Gorenstein | 39 | Chairman, President and Chief Executive Officer | | Jason Adler | 54 | Director | | James Rudyk | 59 | Independent Lead Director | | Kamran Khan | 52 | Director | | Dominik Meier | 48 | Director | | Elizabeth Seegar | 48 | Director | | Murray Garnick | 66 | Director | | Darren Broughton | 54 | Director Nominee | | Shannon Buggy | 56 | Senior Vice President, Global Head of People | | Terry Doucet | 36 | General Counsel and Corporate Secretary | | Jeff Jacobson | 40 | Chief Growth Officer | | Anna Shlimak | 40 | Chief Financial Officer | | Arye Weigensberg | 43 | Senior Vice President, Head of Research & Development | | Adam Wagner | 43 | General Manager, 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 in 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. Murray Garnick formerly served as Executive Vice President and General Counsel for Altria. In this role, he led Altria’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 Inc. (“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 a 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 Altria 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. Mr. Garnick previously served on the Board from 2019 to 2023 and was re-appointed as a director in 2024, and is an Altria Nominee. James Rudyk formerly served as the Chief Financial Officer at Ag Growth International Inc. (“AGI”), a leading global food infrastructure company providing products, systems and solutions to the agriculture and food processing industries, where he was responsible for finance, accounting, business intelligence and information technology. He held this position from September 2020 to May 2026. Mr. Rudyk is a seasoned executive with more than 35 years of financial and operational experience, and a track record of supporting ambitious growth plans. Prior to joining AGI, Mr. Rudyk served in senior finance leadership roles, supporting significant organic and acquisition-driven growth in domestic and international markets, including as Chief Financial Officer of Sofina Foods Inc., Roots Corporation, where he helped lead the company’s transition to a Canadian public company, and Shred-It International Inc., and as Chief Financial Officer and Chief Operating Officer of Canada Cartage Systems Limited. 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 ALCS. Over the last 16 years, Mr. Khan 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 and Regulatory Affairs. 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. from Southern Illinois University School of Law and a B.A. in History from 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. Dominik Meier serves as the Vice President of Marketing Operations and Activations for ALCS. Before assuming his current role, Mr. Meier served as Vice President of Consumer & Marketplace Insights & Innovation for ALCS and 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 and 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.
DIRECTORS AND EXECUTIVE OFFICERS
Elizabeth Seegar serves as Vice President and Treasurer for Altria. In her role, she oversees the Treasury, Investor Relations, Strategy and Planning functions, as well as Corporate Facilities and Real Estate for Altria. Previously, Ms. Seegar served as Vice President, Financial Planning & Analysis for ALCS, where she oversaw the development of financial models, financial forecasting, accounting and reporting and various analysis for Altria and its companies. Prior to that role, 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 at Girls on the Run Greater Richmond. Ms. Seegar was appointed as a director in 2023, and is an Altria Nominee. Darren Broughton serves as Vice President and Associate General Counsel with ALCS, a position he has held since March 2021. In his role, Mr. Broughton provides legal counsel on a broad range of regulatory, compliance and commercial matters within one of the most highly regulated consumer product industries in the United States. His experience includes oversight of FDA engagement, marketing and sales practices, and consumer research, as well as advising on complex regulatory frameworks and corporate governance matters. Mr. Broughton’s background enables him to bring a practical, compliance-focused and strategic perspective to board deliberations, particularly in industries navigating evolving regulatory environments. Mr. Broughton received his Bachelor of Arts and his Juris Doctor (JD) from the Western New England University. Mr. Broughton is an Altria Nominee. Shannon Buggy has served as 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. From May 2025 to February 2026, Ms. Buggy also assumed responsibility for leading the Company’s Information Technology function. 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 30 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 is certified as a Senior Professional in Human Resources by the HR Certification Institute. She graduated magna cum laude with a Bachelor of Science degree in Human Resources Management from the Pace University, Lubin School of Business. Terry Doucet has served as the General Counsel and Corporate Secretary of Cronos since April 2022. Mr. Doucet is responsible for overseeing all legal, regulatory and government affairs across the Company and leading the Company’s Sarbanes-Oxley compliance program. He 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 Company’s pending acquisition of CanAdelaar B.V. (“CanAdelaar”), the Cronos GrowCo Transaction (as defined below), the Altria Investment (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 honours (first-class) Bachelor of Arts degree from McGill University in Montreal. Jeff Jacobson has served as the Chief Growth Officer of Cronos since October 2022. As Chief Growth Officer, Mr. Jacobson leads the Marketing, Innovation, Operations and Sales teams in North America and globally, with the exception of Israel, 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 Project Inc., 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 has served as the Company’s Chief Financial Officer since March 2025. Ms. Shlimak has been with Cronos since May 2018 and prior to her appointment as Chief Financial Officer, she served as the Company’s Chief Strategy Officer from September 2024 to March 2025 where she was responsible for managing and directing the Company’s corporate strategy, investor relations, communications and information systems departments. Between May 2018 and February 2020, Ms. Shlimak was Head of Investor Relations & Communications for Cronos where she was responsible for developing relationships with investors and sell side analysts, as well as creating investor communication and reporting. In February 2020, Ms. Shlimak became the Company’s Senior Vice President, Corporate Affairs. From July 2020 to August 2024, Ms. Shlimak served as the Company’s Senior Vice President, Head of Strategy & Corporate Affairs, where she was responsible for managing and directing the organization’s internal and external communications, government affairs, investor relations and corporate strategy. In February 2026, Ms. Shlimak assumed responsibility for leading the Company’s Information Technology function. 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. 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.
DIRECTORS AND EXECUTIVE OFFICERS
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 product development, research and technology functions. In addition to his research and development responsibilities, Mr. Weigensberg has assumed responsibility for leading the integration planning for the pending acquisition of CanAdelaar. 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. Adam Wagner has served as General Manager, Cronos Israel since October 2025, where he is responsible for overseeing the business and strategy of Cronos Israel, including the day-to-day operations, providing oversight to teams across Operations, Regulatory, Quality, 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. Previously, Mr. Wagner served as Senior Vice President, Head of Cronos Israel from April 2024 to October 2025 and as Vice President, Finance of Cronos Israel from May 2020 to April 2024. Mr. Wagner is a CPA (Israel) and studied Accounting at Bar-Ilan University. Mr. Wagner also holds a Bachelor’s Degree in Science of Nutrition and his Master of Science in Genetics and Biochemistry from Tel Aviv University.
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 price of our Shares (based on 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 |
Overview of Executive Compensation Program
| •Grant equity-based long-term incentives which vest over multi-year periods | •Offer executive benefits and perquisites that are not aligned with the market | | •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)) | | •Prohibit employees, officers and directors and others who could potentially possess material nonpublic information from pledging, hedging and conducting other securities transactions intended to lock in the gain on share price growth | •Maintain pay policies and practices that pose a material adverse risk to the Company | | •Retain external and independent advisors to support the Compensation Committee in making executive compensation decisions throughout the year | | | •Maintain clawback policies that apply to cash, equity, equity-based incentive (including time-based vesting equity incentive compensation) and bonus compensation paid to current and former Company executive officers | |
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 its 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 2025 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 2025 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 2025, 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; •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 program by developing the Cronos Peer Group, which includes cannabis 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 in comparable positions in the Cronos Peer Group and, in some cases, other relevant market data. In fiscal 2025, Mercer also conducted a competitive assessment of our executive compensation as compared to the Cronos Peer Group. 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 2025 Compensation—Benchmarking Target Compensation” below. In 2025, 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 2025 did not raise any conflict of interest.
Equity Grant Timing
Equity Grant Timing The Company does not time equity award grants (including option grants) in coordination with the release of material non-public information, and the Compensation Committee does not take material non-public information into account when determining the timing and terms of equity award grants (including option grants). Annual equity awards to executive officers are generally made on a predetermined schedule 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. The Company has not timed the disclosure of material non-public information to affect the value of executive compensation. During 2025, there were no option grants made to any named executive officer within four business days preceding, or within one business day after, the filing of any report on Forms 10-K, 10-Q, or 8-K that discloses material non-public information.
Clawback Policies
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 claw back any annual or long-term cash, equity and equity-based incentive (including time-based vesting equity incentive compensation) and 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. In 2023, the Company adopted a compensation recovery policy regarding accounting restatements, which 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.
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 and consumer packaged goods companies with similar market capitalizations, geographic footprints, organizational complexity or size as compared to the Company or with which the Company could potentially compete for talent. With respect to 2025 NEO pay decisions, the Cronos Peer Group was comprised of the following 15 companies.
Benchmarking Target Compensation
| Company | Industry | Revenue (last 12 months) ($) (millions)(1) | Market capitalization as of December 31, 2025 ($) (millions)(1) | | Ascend Wellness Holdings, Inc. | Cannabis | $501 | $152 | | Aurora Cannabis Inc.(2)(3) | Cannabis | $267 | $239 | | Canopy Growth Corporation(2)(3) | Cannabis | $199 | $390 | | Cresco Labs Inc.(3) | Cannabis | $656 | $435 | | Curaleaf Holdings, Inc.(3) | Cannabis | $1,268 | $1,923 | | Green Thumb Industries Inc.(3) | Cannabis | $1,175 | $1,867 | | MGP Ingredients, Inc. | Consumer Packaged Goods | $536 | $517 | | Organigram Global Inc.(2)(3) | Cannabis | $200 | $228 | | SNDL Inc.(2) | Cannabis | $677 | $427 | | Tilray, Inc. | Cannabis | $837 | $1,045 | | Trulieve Cannabis Corp.(3) | Cannabis | $1,181 | $1,672 | | Turning Point Brands, Inc. | Consumer Packaged Goods | $463 | $2,067 | | USANA Health Sciences, Inc. | Consumer Packaged Goods | $913 | $359 | | Verano Holdings Corp.(3) | Cannabis | $822 | $461 | | Village Farms International, Inc. | Cannabis | $216 | $422 | | Cronos Group Inc. | Cannabis | $147 | $1,004 |
Benchmarking Target Compensation
| (1) All financials in the table above are from S&P Capital IQ as of December 31, 2025. | | (2) Revenue values were converted from C$ to USD using the Bank of Canada exchange rate of C$1.00 to $0.7155 for the 12-month period ended December 31, 2025. | | (3) Market capitalization values were converted from C$ to USD using the December 31, 2025 Bank of Canada exchange rate of C$1.00 to $0.7300. |
Benchmarking Target Compensation
The Compensation Committee reviews the Cronos Peer Group annually. In assessing proposed changes to the fiscal year 2025 Cronos Peer Group, the Compensation Committee aimed to strike an appropriate balance between peers in the cannabis industry and the consumer packaged goods industry. 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 2024, is comprised of 12 cannabis and 3 consumer packaged goods companies. Additions to the Cronos Peer Group consisted of Village Farms International, Inc., due to its operations in the cannabis industry, and MGP Ingredients, Inc., due to its operations in an adjacent industry (distilled spirits, branded beverages and food ingredients) with a similar geographic footprint. Removals from the 2024 Cronos Peer Group consisted of Ayr Wellness Inc., which experienced financial distress and was assessing strategic alternatives at the time of consideration, TerrAscend Corp., following a strategic review (and partial exit) of its operations, and J&J Snack Foods Corp. and The Simply Good Foods Co, given their significantly larger sizes than the Company.
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 2025 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. With the exception of Ms. Shlimak (whose target was increased in connection with her promotion to the position of CFO), Ms. Buggy (who assumed responsibility for leading the Company’s Information Technology function from May 2025 to February 2026) and Mr. Wagner (whose target was increased in recognition of his outstanding leadership of our Israel business), these targets as a percentage of base salary were unchanged from 2024. 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 2025 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
| NEO | 2025 Base Salary | 2025 Short-Term Incentive Target as Percentage of Base Salary | 2025 Target Incentive Amount | | Michael Gorenstein | $775,000 | 150% | $1,162,500 | | Anna Shlimak(1) | $356,024 | 109% | $386,724 | | James Holm(2) | $385,000 | 115% | $442,750 | | Jeffrey Jacobson | $323,064 | 115% | $371,524 | | Shannon Buggy(1) | $318,347 | 57% | $181,680 | | Adam Wagner(1)(3) | $296,755 | 49% | $144,006 |
Short-Term Incentive Compensation
| (1) Short-term incentive targets as a percentage of base salary were pro-rated for Mses. Shlimak and Buggy and Mr. Wagner for the 2025 fiscal year. | | (2) Amounts reported for Mr. Holm reflect his base salary as of immediately prior to the date that he separated from the Company. Mr. Holm received a pro-rated annual bonus for the 2025 fiscal year pursuant to the terms of the Holm Separation Agreement (as defined below). | | (3) Amounts reported for Mr. Wagner are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2904 for the 12-month period ended December 31, 2025. |
Short-Term Incentive Compensation
2025 Short-Term Incentive Payout Determination For 2025, consistent with 2024, each NEO’s short-term incentive compensation payout under the 2025 STIC Program (the “NEO 2025 Bonus Amount”) is determined with 60% based on the achievement of the Company’s Business Performance results as compared to performance targets (the “Business Performance Rating”), with quantitative Business Performance results eligible to be adjusted based on qualitative Business Performance factors. The remaining 40% is based on Individual Performance results (the “Individual Performance Rating”). The amount of each NEO’s 2025 Bonus Amount was determined by the following formula, subject to a maximum payout equal to 142% of the Target Incentive Amount:
Short-Term Incentive Compensation
| Target Incentive Amount ($)X | Business Performance Rating (%) | X | Business Performance Weighting (60%) | = | Business Performance Portion of NEO 2025 Bonus Amount ($) | | | | + | | | | | Target Incentive Amount ($)X | Individual Performance Rating (%) | X | Individual Performance Weighting (40%) | = | Individual Performance Portion of NEO 2025 Bonus Amount ($) | | | | = | | | | | | NEO 2025 Bonus Amount ($) | | | | |
Short-Term Incentive Compensation
Business Performance Rating For 2025, each NEO’s Business Performance Component was evaluated using the Company’s Net revenue and Adjusted EBITDA (as defined below), which was intended to reflect 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 (“Adjusted EBITDA”) is a non-U.S. GAAP (as defined below) 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 useful insight into underlying business trends and results and facilitates comparison of year-over-year results. 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 2025 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 2025 based on these qualitative Business Performance factors. The Business Performance Component for 2025 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 U.S. generally accepted accounting principles (“U.S. 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 (benefit), 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; gain on revaluation of loan receivable; gain on revaluation of equity method investment; transaction costs related to strategic projects; loss on held-for-sale assets; impairment loss on other investments; foreign currency transaction (gain) loss; other, net; loss from discontinued operations; change in allowance for credit loss on non-operating loan; restructuring costs; inventory write-downs resulting from restructuring actions; share-based compensation; costs related to the Israel Ministry of Economy and Industry dumping inquiry; purchase accounting adjustment-related inventory step-up adjustments recorded through cost of sales; and restatement litigation 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 of 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 2025 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 2025, consistent with 2024, 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 2025 STIC Program, each of which were set in the second quarter of 2025, (iv) the actual results achieved for each measure in 2025, (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) | 2025 Actual | Measure Rating | Component Rating | | Net revenue | $133.3 | $156.8 | $180.4 | $146.6 | 56.4% | 103.2% | | Adjusted EBITDA(1) | $(15.6) | $0.0 | $6.3 | $10.1 | 150.0% | |
Short-Term Incentive Compensation
| (1) Adjusted EBITDA is a non-U.S. GAAP financial measure. A reconciliation of Adjusted EBITDA to Net income (loss) is included in Appendix B. |
Short-Term Incentive Compensation
The overall quantitative Business Performance Rating was 103.2%. The Compensation Committee retains the ability to adjust the Business Performance Ratings based on qualitative achievements of the Company but did not do so in 2025. 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 2025 performance of each NEO who received an Individual Performance rating in respect of 2025 as described below. •Mr. Gorenstein continued to lead the strategic priorities of our business in 2025, which included the pending acquisition of CanAdelaar (one of ten licensed cannabis producers in the Dutch Controlled Cannabis Supply Chain Experiment) and the expansion of the purpose-built cannabis facility of Cronos Growing Company Inc. (“Cronos GrowCo”), which is intended to drive consistent supply of high-quality cannabis biomass. 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 the continued ascent of our Spinach®, PEACE NATURALS®, LIT™ and Lord Jones® brands. Further, as Chairman of the Board, Mr. Gorenstein enabled the Board to effectively fulfill its responsibilities by fostering open debate and promoting effective decision-making. •Ms. Shlimak oversaw the Company’s financial strategy, planning, performance and reporting. In 2025, she managed the continued implementation of cost discipline and operating expense efficiency initiatives, with operating expenses excluding restructuring and impairment costs declining year-over-year amidst significant growth in net revenue and gross profit. She also contributed to the execution of the Company’s strategic priorities, drawing on her prior experience leading corporate strategy, investor relations and communications. Ms. Shlimak continued to oversee and manage the Company’s engagement with the investment and sell-side community and continued to strengthen the Company’s financial and strategic positioning. •Mr. Jacobson led our marketing, innovation, operations and sales team in North America and globally, with the exception of Israel, 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. He remained responsible for brand strategy and execution, driving the development and commercialization of the Company’s product portfolio across its key brands. Mr. Jacobson continued to lead global teams in executing the Company’s growth strategy and advancing its position across core markets. In addition, Mr. Jacobson sits on the board of directors of Cronos GrowCo. •Ms. Buggy led our global human resources function and people strategy to maximize the Company’s ability to recruit, retain and engage top talent to drive business strategy. Ms. Buggy led the global human resources department and executed the people strategy in support of the overall business plan and strategic direction of the Company, which included talent management, talent acquisition, change and performance management. In addition, Ms. Buggy led our compensation, benefits and HRIS program, which focuses on incentivizing and rewarding high performers and those who demonstrate high potential. From May 2025 to February 2026, Ms. Buggy also assumed responsibility for leading the Company’s Information Technology function. •Mr. Wagner led the sales, marketing, regulatory, quality and operations functions of Cronos Israel and was responsible for the overall performance and strategic direction of the Cronos Israel business. Under his leadership, Cronos Israel delivered continued revenue growth and record financial results and completed a reorganization to stabilize the workforce and enhance alignment with the Company’s global structure and priorities. Mr. Wagner also contributed to the Company’s efforts in addressing Israel’s proposed anti-dumping tariff measures. NEO 2025 Bonus Amounts Based on the considerations described above, the Compensation Committee approved the following NEO 2025 Bonus Amounts:
Short-Term Incentive Compensation
| NEO | 2025 Target Incentive Amount | Business Performance Rating | Individual Performance Rating | Actual NEO 2025 Bonus Amount Approved | | Michael Gorenstein | $1,162,500 | 103.2% | 100% | $1,184,750 | | Anna Shlimak | $386,724 | 103.2% | 100% | $394,126 | | James Holm(1) | $442,750 | —% | —% | $104,046 | | Jeffrey Jacobson | $371,524 | 103.2% | 100% | $378,635 | | Shannon Buggy | $181,680 | 103.2% | 95% | $181,524 | | Adam Wagner(2) | $144,006 | 103.2% | 120% | $158,283 |
Short-Term Incentive Compensation
| (1) Pursuant to the Holm Separation Agreement (as defined below), Mr. Holm received a prorated annual cash bonus award in respect of the 2025 fiscal year of $104,046. | | (2) Amounts reported for Mr. Wagner are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2904 for the 12-month period ended December 31, 2025. |
Short-Term Incentive Compensation
Cash Retention Bonuses On March 5, 2024, the Company granted a one-time cash retention bonus to each NEO (the “Retention Bonuses”) other than Mr. Wagner. The Retention Bonuses were paid in a single lump sum on March 22, 2024, in the following amounts: $174,375 (Mr. Gorenstein); $34,830 (Ms. Shlimak); $66,143 (Mr. Holm); $53,671 (Mr. Jacobson) and $22,500 (Ms. Buggy). The Retention Bonuses were subject to forfeiture and clawback if at any time prior to March 22, 2025 the NEO either (i) provided the Company with notice of his or her intention to resign from employment or (ii) was terminated for cause. The Retention Bonuses were not earned until March 22, 2025 and are therefore reported in the Summary Compensation Table as compensation for the 2025 fiscal year, although each such retention bonus was paid in 2024. On January 9, 2022, Mr. Wagner was awarded a cash retention bonus (the “Wagner 2022 Retention Bonus”) payable in three installments of $70,155 (ILS 258,304), $71,761 (ILS 265,493), and $79,287 (ILS 273,000) on June 30, 2023, 2024 and 2025, respectively, subject to continued employment through such dates. Each installment was earned upon completion of the applicable service period. Accordingly, the third installment was earned on June 30, 2025 and is therefore reported in the Summary Compensation Table as compensation for the 2025 fiscal year. The Wagner 2022 Retention Bonus was subject to forfeiture in the event of termination for cause. Dollar equivalents listed for Mr. Wagner have been converted from New Israeli Shekels to dollars using the Bloomberg average exchange rates of ILS1.00 to $0.2716, $0.2703, $0.2904, for the 12-month periods ended December 31, 2023, 2024 and 2025, respectively.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentives are intended to attract, retain and motivate our executive officers, align the interests of our executive officers with Shareholders, and promote ownership of the Company’s equity by our executives. Through ownership in our Shares, executive officers benefit from share price appreciation resulting from the achievement of positive long-term business results. The Compensation Committee is responsible for approving equity grants for executive officers. The Company generally grants long-term incentives in the form of Restricted Share Units, intended to reinforce share ownership and retention of participants. Equity awards approved by the Compensation Committee are generally granted after the end of any scheduled blackout period following such approval to ensure that equity grants are not made prior to the release of material non-public information. Restricted Share Unit grants for 2025 will vest ratably over three years and settle in newly issued Shares. The actual value of the compensation received from Restricted Share Units will depend on the Share price on the date that a participant elects to sell his or her Shares. This relationship reinforces direct alignment with the interests of our Shareholders. In 2025, the Compensation Committee considered equity compensation practices of the Cronos Peer Group and general industry market data, among other factors and considerations, in making equity grant decisions. NEO 2025 Long-Term Equity Awards Based on the considerations described above, the Compensation Committee approved the following long-term incentive grant values for NEOs in 2025:
Long-Term Incentive Compensation
| NEO | Number of Restricted Share Units | Number of Options | 2025 Long-Term Incentive Grant Value ($)(1) | | Michael Gorenstein | 1,019,736 | — | 1,937,500(2) | | Anna Shlimak | 227,402 | — | 427,800(3) | | James Holm | — | — | —(4) | | Jeffrey Jacobson | 195,538 | — | 371,524 | | Shannon Buggy | 127,657 | — | 247,500(5) | | Adam Wagner | 138,974 | — | 301,156(6) |
Long-Term Incentive Compensation
| (1) These are calculated based on grant date fair value. | | (2) The Gorenstein Agreement (as defined below) provided for annual grants with a target incentive opportunity of not less than $1,937,500. | | (3) The Shlimak CSO Agreement (as defined below) provided for annual grants with a target incentive opportunity of $270,000. Additionally, the Shlimak CFO Agreement (as defined below) provided for a one-time long-term incentive award of $157,800. | | (4) In connection with his separation from the Company, Mr. Holm did not receive an annual long-term incentive award in fiscal year 2025. | | (5) During fiscal 2025, the Compensation Committee approved the grant of a one-time Restricted Share Unit award for Ms. Buggy with a grant date fair value of $122,500 in addition to her annual long-term incentive grant with a grant date fair value of $125,000. | | (6) During fiscal 2025, the Compensation Committee approved the grant of one-time Restricted Share Unit awards for Mr. Wagner with grant date fair values of $61,582 and $150,000 in addition to his annual long-term incentive grant with a grant date fair value of $89,574. |
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 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 of equity-based awards with a target incentive opportunity of not less than $1,937,500. On February 25, 2026, the Company and Mr. Gorenstein entered into the first amendment (the “Gorenstein Amendment”) to the Gorenstein Agreement. Pursuant to the Gorenstein Amendment, starting in the 2026 fiscal year, Mr. Gorenstein will be eligible to receive annual grants of equity-based awards with a target incentive opportunity of not less than $2,325,000. Shlimak Agreements 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. The Shlimak Letter Agreement provided for an annual base salary of $270,000, an annual target bonus opportunity of 86% of annual base salary, and annual grants of equity-based awards with a target incentive opportunity of 100% of annual base salary. On February 21, 2023, the Company and Ms. Shlimak entered into a letter agreement, which amended the terms of her employment agreement with respect to potential payments upon termination or change of control. On August 23, 2024, the Company and Ms. Shlimak entered into a letter agreement (the “Shlimak CSO Agreement”) setting forth the terms and conditions of her employment as Chief Strategy Officer and increasing Ms. Shlimak’s base salary to $310,000 and setting her annual target bonus opportunity at $232,200 and her target incentive opportunity with respect to equity-based awards at $270,000. On March 19, 2025, the Company and Ms. Shlimak entered into an amended and restated executive employment agreement (the “Shlimak CFO Agreement”). Pursuant to the Shlimak CFO Agreement, Ms. Shlimak is entitled to receive an annual base salary of $372,000 and is eligible for an annual target bonus opportunity of 115% of annual base salary. Starting in the 2026 fiscal year, Ms. Shlimak was eligible to receive annual grants of equity-based awards with an initial long-term target incentive opportunity of 115% of annual base salary. Additionally, the Shlimak CFO Agreement provided for a one-time equity award on March 19, 2025 in the form of Restricted Share Units with a grant date fair value of $157,800. On February 24, 2026, the Company entered into a letter agreement with Ms. Shlimak (the “Shlimak CFO Letter Agreement”), pursuant to which Ms. Shlimak assumed responsibility for leading the Company’s Information Technology function. Pursuant to the Shlimak CFO Letter Agreement, Ms. Shlimak is entitled to receive an annual base salary of $402,690 and is eligible for an annual target bonus opportunity of 114% of annual base salary. Starting in the 2026 fiscal year, Ms. Shlimak is eligible to receive annual grants of equity-based awards with an initial long-term target incentive opportunity of 121% of annual base salary. Holm Agreements The Company entered into an executive employment agreement, dated November 14, 2022, with Mr. Holm (the “Holm Agreement”). The Holm Agreement provided for an annual base salary of $385,000 and an annual target bonus opportunity of 115% of annual base salary and 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 connection with Mr. Holm’s separation from the Company on April 18, 2025 (the “Separation Date”), on March 19, 2025 the Company and Mr. Holm entered into a separation agreement (the “Holm Separation Agreement”). Following the Separation Date, subject to Mr. Holm entering into a release of claims in favor of the Company and its affiliates and Mr. Holm’s compliance with the terms of the Holm Separation Agreement and post-employment obligations, Mr. Holm received (i) cash severance in an aggregate amount equal to $385,000, which represented one year of Mr. Holm’s base salary, (ii) a prorated annual cash bonus award in respect of the 2025 fiscal year of $104,046, and (iii) $20,260, which was equal to one year of the Company’s portion of Mr. Holm’s benefits premiums, to cover some of the costs of continuing Mr. Holm’s group insured benefits following the Separation Date. In addition, the Company accelerated the vesting of the unvested portion of the Stock Option award granted to Mr. Holm on November 28, 2022 (the “Holm 2022 Option Award”), which was exercisable in accordance with the terms of the applicable award agreement until October 18, 2025. The intrinsic value of the Holm 2022 Option Award that became vested in connection with the foregoing is nil, based on the spread between the closing price of the Company’s common shares on April 18, 2025 of $1.77, as reported by the NASDAQ, and the exercise price applicable to such Holm 2022 Option Award. 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’s annual target bonus opportunity is 115% of annual 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. On November 8, 2024, the Company entered into a letter agreement with Mr. Jacobson (the “Jacobson Letter Agreement”), which provides for an annual base salary of $323,064, effective as of October 24, 2024. Under the Restated Jacobson Agreement and the Jacobson Letter Agreement, Mr. Jacobson’s target bonus opportunity and target long-term equity-incentive remain unchanged. Buggy Agreement The Company entered into an employment agreement dated August 31, 2020 with Ms. Buggy (the “Buggy Agreement”). Pursuant to the Buggy Agreement, Ms. Buggy acts in the capacity of Senior Vice President, Global Head of People of the Company. The Buggy Agreement provides for an annual base salary of $300,000, less applicable deductions and withholdings, plus reasonable travel and other out-of-pocket expenses incurred in connection with Ms. Buggy’s duties and an annual target bonus opportunity is 50% of annual base salary. In addition, Ms. Buggy is eligible to receive annual grants of equity-based awards with an initial target incentive opportunity of $125,000.
Employment Agreements
On May 6, 2025, the Company entered into a letter agreement with Ms. Buggy (the “Buggy Letter Agreement”), pursuant to which Ms. Buggy assumed responsibility for leading the Company’s Information Technology function. The Buggy Letter Agreement provided for an annual base salary of $330,000, an annual target bonus opportunity of 60% of annual base salary, and annual grants of equity-based awards with a target incentive opportunity of 75% of base salary. In addition, Ms. Buggy received a one-time equity award in the form of Restricted Share Units with a grant date fair value of $122,500. On February 24, 2026, the Company entered into a letter agreement with Ms. Buggy (the “Second Buggy Letter Agreement”), pursuant to which Ms. Buggy’s role was refocused on her core responsibilities as Senior Vice President, Global Head of People and her annual base salary, annual target bonus opportunity, and target annual long-term equity-incentive opportunity returned to the levels set forth in the Buggy Agreement. Adam Wagner The Company and Mr. Wagner entered into an amended and restated executive employment agreement, dated April 1, 2024 (the “Wagner Agreement”), setting forth the terms and conditions of his employment as Senior Vice President, Head of Cronos Israel. The Wagner Agreement provided for a monthly base salary of NIS 69,039 and an annual target bonus opportunity of 45% of annual base salary. In addition, Mr. Wagner was eligible to receive annual grants of equity-based awards with an initial target incentive opportunity of 40% of base salary. Pursuant to the Wagner Agreement, the Company contributes an amount equal to 7.5% of base salary to a Keren Hishtalmut (Advanced Study Fund) and amounts equal to 6.5% of base salary and 8.33% of base salary for premium payments and severance payments, respectively, to pension insurance. In accordance with the Wagner Agreement, the Company provides Mr. Wagner with a company car and a mobile phone. On May 6, 2025, the Company entered into a letter agreement with Mr. Wagner (the “Wagner Letter Agreement”). The Wagner Letter Agreement provides for an annual base salary at ILS 1,118,432, an annual target bonus opportunity at 50% of annual base salary, and annual grants of equity-based awards with a target incentive opportunity at 50% of base salary. On October 31, 2025, the Company entered into a letter agreement with Mr. Wagner (the “Second Wagner Letter Agreement”), which promoted him to the position of General Manager, Cronos Israel.
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, 2025, 2024 and 2023, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | Stock Awards ($)(3) | Option Awards ($)(1)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | All Other Compensation ($)(1)(5) | Total ($)(1) | | Michael Gorenstein | 2025 | 775,000 | 174,375 | 1,937,500 | — | 1,184,750 | — | 4,071,626 | | Chairman, President and CEO | 2024 | 775,000 | — | 1,937,500 | — | 1,438,245 | — | 4,150,745 | | | 2023 | 775,000 | — | 1,937,500 | — | 997,425 | — | 3,709,925 | | Anna Shlimak | 2025 | 356,024 | 34,830 | 427,800(7) | — | 394,126 | 10,500 | 1,223,280 | | CFO | 2024 | 279,231 | — | 270,000 | — | 287,278 | 8,481 | 844,990 | | | 2023 | 270,000 | — | 270,000 | — | 199,228 | 9,684 | 748,912 | | James Holm | 2025 | 133,269 | 66,143 | — | — | 104,046 | 408,830 | 712,289 | | Former CFO(6) | 2024 | 385,000 | — | 577,500 | | 517,663 | 3,551 | 1,483,714 | | | 2023 | 385,000 | — | 577,500 | — | 379,880 | 9,900 | 1,352,280 | | Jeffrey Jacobson | 2025 | 323,064 | 53,671 | 371,524 | — | 378,635 | 10,500 | 1,137,394 | | Chief Growth Officer | 2024 | 312,637 | — | 357,806 | — | 444,814 | 6,513 | 1,121,770 | | | 2023 | 311,262 | — | 357,950 | 378,212 | 306,998 | — | 1,354,423 | | Shannon Buggy | 2025 | 318,347 | 22,500 | 247,500(8) | — | 181,524 | 7,644 | 777,515 | | SVP, Global Head of People | 2024 | 300,000 | — | 275,000(9) | — | 185,580 | 9,382 | 769,962 | | Adam Wagner | 2025 | 296,755 | 79,287 | 301,156(10) | — | 158,283 | 102,889 | 938,370 | | General Manager, Cronos Israel | | | | | | | | |
Summary Compensation Table
| (1) In connection with Mr. Jacobson’s move to the United States, Mr. Jacobson’s compensation became payable in USD on February 28, 2024. Prior to such date, Mr. Jacobson was compensated in CAD. With respect to the amounts reported for Mr. Jacobson, the portion of Mr. Jacobson’s compensation paid in CAD has been converted from CAD to USD using the Bloomberg average exchange rate (a) of C$1.00 to $0.7299 for the 12-month period ended December 31, 2024 and (b) of C$1.00 to $0.7411 for the 12-month period ended December 31, 2023. Amounts reported for Mr. Wagner are converted from Israeli New Shekels to USD using the Bloomberg average exchange rate of ILS1.00 to $0.2904 for the 12-month period ended December 31, 2025. | | (2) Amounts reported reflect the Retention Bonuses paid on March 5, 2024 and the third installment of the Wagner 2022 Retention Bonus paid on or around June 30, 2025. The Retention Bonuses were subject to forfeiture and clawback if at any time prior to March 22, 2025 the NEO either (i) provided the Company with notice of his or her intention to resign from employment or (ii) was terminated for cause. The Retention Bonuses are therefore reported in the Summary Compensation Table as compensation for the 2025 fiscal year. The third installment of the Wagner 2022 Retention Bonus was earned on June 30, 2025 and is therefore reported in the Summary Compensation Table as compensation for the 2025 fiscal year. | | (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 10 of the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying valuation of equity awards. Amounts set forth for 2025, 2024 and 2023 include annual long-term incentive grants for each NEO. For more information, see “Long-Term Incentive Compensation” above. | | (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) Due to an administrative error, Company contributions to each NEO’s 401(k) plan were inadvertently omitted from “All Other Compensation” in the proxy statements filed on April 25, 2025 and April 26, 2024, and have been corrected here. The items comprising “All Other Compensation” for 2025 are: |
Summary Compensation Table
| Name | Perquisites and Other Personal Benefits ($) | Cash Severance Payment ($) | Tax Gross Up ($) | Company Contribution to Defined Contribution Plans | Total ($) | | Michael Gorenstein | | | | — | — | | Anna Shlimak | | | | 10,500(a) | 10,500 | | James Holm | 20,260(b) | 385,000(c) | | 3,570(a) | 408,830 | | Jeffrey Jacobson | | | | 10,500(a) | 10,500 | | Shannon Buggy | | | | 7,644(a) | 7,644 | | Adam Wagner | 56,065(d) | | 11,088(e) | 35,736(f) | 102,889 |
Summary Compensation Table
| (a) Represents Company contributions to the NEO’s 401(k) plan. | | (b) “Perquisites and Other Personal Benefits” for Mr. Holm include a cash payment pursuant to the Holm Separation Agreement of $20,260, which amount was equal to one year of the Company’s portion of Mr. Holm’s benefits premiums, to cover some of the costs of continuing Mr. Holm’s group insured benefits following the Separation Date (as defined below). | | (c) Pursuant to the Holm Separation Agreement, Mr. Holm received a cash severance payment of $385,000, which represented one year of Mr. Holm’s base salary. | | (d) “Perquisites and Other Personal Benefits” for Mr. Wagner include a car allowance in the amount of $21,434, cell phone, gift and meal allowances, health and wellness benefits, and supplemental pension, severance and education payments in the amount of $31,629. | | (e) Represents certain employee taxes assessed under Israeli law that the Company pays for Mr. Wagner. | | (f) Represents Company contributions to pension, severance and education defined contribution plans for Mr. Wagner. |
Summary Compensation Table
| (6) Mr. Holm ceased serving as CFO effective March 19, 2025 and continued to be employed by the Company until April 18, 2025. | | (7) Includes a one-time Restricted Share Unit award with a grant date fair value of $157,800 granted to Ms. Shlimak on March 19, 2025. | | (8) Includes a one-time Restricted Share Unit award with a grant date fair value of $122,500 granted to Ms. Buggy on May 12, 2025. | | (9) Includes a one-time Restricted Share Unit award with a grant date fair value of $150,000 granted to Ms. Buggy on March 8, 2024. | | (10) Includes one-time Restricted Share Unit awards with a grant date fair values of $61,582 and $150,000 granted to Mr. Wagner on May 12, 2025 and November 7, 2025, respectively. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The table below summarizes the equity and non-equity awards granted to the NEOs in 2025.
Grants of Plan-Based Awards in 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Target | Maximum | | | | | | | | ($)(2) | ($)(2) | | | | | | Michael Gorenstein | | 1,162,500 | 1,650,750 | | — | — | — | | | March 12, 2025 | | | 1,019,736 | — | — | 1,937,500 | | Anna Shlimak | | 386,724 | 549,148 | | — | — | — | | | March 12, 2025 | | | 142,105 | — | — | 270,000 | | | March 19, 2025 | | | 85,297 | — | — | 157,800(3) | | James Holm | | 442,750 | 628,705 | | — | — | — | | Jeffrey Jacobson | | 371,524 | 527,564 | | — | — | — | | | March 12, 2025 | | | 195,538 | — | — | 371,524 | | Shannon Buggy | | 181,680 | 257,986 | | — | — | — | | | March 12, 2025 | | | 61,868 | — | — | 125,000 | | | May 12, 2025 | | | 65,789 | — | — | 122,500(4) | | Adam Wagner | | 144,006 | 204,489 | | — | — | — | | | March 12, 2025 | | | 47,144 | — | — | 89,574 | | | May 12, 2025 | | | 31,102 | — | — | 61,582(5) | | | November 7, 2025 | | | 60,728 | — | — | 150,000(6) |
Grants of Plan-Based Awards in 2025
| (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) Represents a one-time Restricted Share Unit award with a grant date fair value of $157,800 granted to Ms. Shlimak on March 19, 2025. | | (4) Represents a one-time Restricted Share Unit award with a grant date fair value of $122,500 granted to Ms. Buggy on May 12, 2025. | | (5) Represents a one-time Restricted Share Unit award with a grant date fair value of $61,582 granted to Mr. Wagner on May 12, 2025. | | (6) Represents a one-time Restricted Share Unit award with a grant date fair value of $150,000 granted to Mr. Wagner on November 7, 2025. |
Additional Information about Grants of Plan-Based Awards
Additional Information about Grants of Plan-Based Awards
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End As of December 31, 2025, our NEOs held outstanding equity-based awards of the Company as listed in the table below.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | | | | | 324,540(2) | 853,540.2 | | | | | | | 655,701(3) | 1,724,494 | | | | | | | 1,019,736(4) | 2,681,906 | | Anna Shlimak | | | | | 45,226(2) | 118,944 | | | | | | | 91,375(3) | 240,316 | | | | | | | 142,105(4) | 373,736 | | | | | | | 85,297(5) | 224,331 | | James Holm | | | | | — | — | | Jeffrey Jacobson | 129,467 | 58,850(6) | $2.96(7) | 3/1/2030 | 59,191(2) | 155,672 | | | | | | | 121,091(3) | 318,469 | | | | | | | 195,538(4) | 514,265 | | Shannon Buggy | | | | | 20,938(2) | 55,067 | | | | | | | 50,764(3) | 133,509 | | | | | | | 42,303(3) | 111,257 | | | | | | | 65,789(4) | 173,025 | | | | | | | 61,868(8) | 162,713 | | Adam Wagner | | | | | 10,063(9) | 26,466 | | | | | | | 20,815(10) | 54,743 | | | | | | | 47,144(4) | 123,989 | | | | | | | 31,102(8) | 81,798 | | | | | | | 60,728(11) | 159,715 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Amounts in these columns reflect a closing price of our Shares on NASDAQ of $2.63 on December 31, 2025 (the last business day in 2025). | | (2) Restricted Share Units vested on March 15, 2026. | | (3) Restricted Share Units vest ratably on each of March 8, 2026 and March 8, 2027. | | (4) Restricted Share Units vest ratably on each of March 12, 2026, March 12, 2027, and March 12, 2028. | | (5) Restricted Share Units vest ratably on each of March 19, 2026, March 19, 2027, and March 19, 2028. | | (6) Stock Options vest on a quarterly basis over a four-year period following the grant date of June 1, 2023. | | (7) The exercise price is expressed in Canadian dollars. | | (8) Restricted Share Units vest ratably on each of May 12, 2026, May 12, 2027, and May 12, 2028. | | (9) Restricted Share Units vest on May 10, 2026. | | (10) Restricted Share Units vest ratably on each of May 10, 2026 and May 10, 2027. | | (11) Restricted Share Units vest ratably on each of November 7, 2026, November 7, 2027, and November 7, 2028. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Gorenstein | — | — | 327,801 | 652,324(1) | | | — | — | 31,361 | 59,272(2) | | | — | — | 324,539 | 613,379(2) | | | — | — | 3,000,000 | 5,460,000(3) | | | — | — | 166,642 | 544,919(4) | | Anna Shlimak | — | — | 45,680 | 90,903(1) | | | — | — | 30,000 | 56,700(2) | | | — | — | 45,226 | 85,477(2) | | James Holm | — | — | 97,705 | 194,433(1) | | | — | — | 96,724 | 182,808(2) | | Jeffrey Jacobson | — | — | 60,536 | 120,467(1) | | | — | — | 31,766 | 85,768(2) | | | — | — | 59,191 | 159,816(2) | | Shannon Buggy | — | — | 21,148 | 42,085(1) | | | — | — | 25,378 | 50,502(1) | | | — | — | 13,888 | 26,248(2) | | | — | — | 20,938 | 39,573(2) | | Adam Wagner | — | — | 10,063 | 19,925(5) | | | — | — | 10,405 | 20,602(5) | | | — | — | 6,276 | 12,426(5) |
2025 Option Exercises and Stock Vested
| (1) Value realized is based on the closing price of the Company’s common shares on March 7, 2025 (the trading day prior to vesting) of $1.99 as reported by the NASDAQ. | | (2) Value realized is based on the closing price of the Company’s common shares on March 14, 2025 (the trading day prior to vesting) of $1.89 as reported by the NASDAQ. | | (3) Value realized is based on the closing price of the Company’s common shares on March 20, 2025 (the trading day prior to vesting) of $1.82 as reported by the NASDAQ. | | (4) Value realized is based on the closing price of the Company’s common shares on December 12, 2025 (the trading day prior to vesting) of $3.27 as reported by the NASDAQ. | | (5) Value realized is based on the closing price of the Company’s common shares on May 9, 2025 (the trading day prior to vesting) of $1.98 as reported by the NASDAQ. |
2025 Pension Benefits
2025 Pension Benefits The Company does not maintain any defined benefit pension plans.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The Company did not pay any nonqualified deferred compensation to its NEOs during fiscal year 2025.
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 other than Mr. Holm 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 31, 2025 and the value of our Shares is $2.63, which was the closing price of our Shares on the NASDAQ on December 31, 2025, the last business day in 2025. Mr. Holm ceased serving as CFO effective March 19, 2025 and continued to be employed by the Company until April 18, 2025. For more information regarding the payments Mr. Holm received in connection with his separation from the Company, see “Elements of Compensation – Employment Agreements – Holm Agreements” under “Compensation Discussion and Analysis” above.
Potential Payments Upon Termination or Change of Control
| NEO | Cash Severance ($) | Group Insured Benefits ($) | Accelerated Stock Options ($)(1) | Accelerated Restricted Share Units ($) | Total ($) | | Michael Gorenstein | | | | | | | Termination without Just Cause or resignation for Good Reason | 3,100,000 | 1,311 | — | 5,259,940 | 8,361,251 | | Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 3,100,000 | 1,311 | — | 5,259,940 | 8,361,251 | | Death | 1,162,500 | — | — | 5,259,940 | 6,422,440 | | Disability | 1,162,500 | — | — | — | 1,162,500 | | Anna Shlimak | | | | | | | Termination without Just Cause or resignation for Good Reason | 758,724 | 25,501 | — | — | 784,225 | | Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 758,724 | 25,501 | — | 957,328 | 1,741,553 | | Death | — | — | — | 957,328 | 957,328 | | Disability | — | — | — | — | — | | Jeffrey Jacobson | | | | | | | Termination without Just Cause | 242,298 | 16,894 | — | — | 259,192 | | Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 242,298 | 16,894 | — | 988,407 | 1,247,599 | | Death | — | — | — | 988,407 | 988,407 | | Disability | — | — | — | — | — | | Shannon Buggy | | | | | | | Termination without Just Cause or resignation for Good Reason | 346,680 | 656 | — | — | 347,336 | | Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 346,680 | 656 | — | 635,571 | 982,907 | | Death | — | — | — | 635,571 | 635,571 | | Disability | — | — | — | — | — | | Adam Wagner | | | | | | | Termination without Justifiable Cause | 148,377 | — | — | — | 148,377 | | Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 148,377 | — | — | 446,711 | 595,088 | | Death | — | — | — | 446,711 | 446,711 | | Disability | — | — | — | — | — |
Potential Payments Upon Termination or Change of Control
| (1) The value of accelerated Stock Options is assumed to equal the difference between the exercise price of such Stock Options and the closing price of our Shares on the NASDAQ on the last business day in 2025. Stock Options that were out-of-the-money on such date are assumed to have no value. |
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 2025, our last completed fiscal year, the annual total compensation of Mr. Gorenstein was $4,071,626, 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 $36,513; and •the ratio of our CEO’s annual total compensation to that of the median Cronos employee was 112 to 1. To identify the median employee in 2025, we used the following methodology: •As a result of changes to our employee population during 2025 in connection with the transaction by which we obtained majority control of the board of directors of Cronos GrowCo (the “Cronos GrowCo Transaction”), we used our entire employee population, including Cronos GrowCo, as of December 31, 2025. 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, 2025. •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 2025. •Employees with partial year earnings were annualized to full year earnings, assuming consistent earnings. •All figures shown are in U.S. dollars. In identifying the median employee and the median employee’s fiscal year 2025 annual total compensation, amounts originally in non-U.S. dollars were converted to U.S. dollars using the Bloomberg average exchange rates of C$1.00 to $0.7156 and ILS1.00 to $0.2904, as applicable, in each case for the 12-month period ended December 31, 2025. After identifying the median employee, we then determined the median employee’s annual total compensation for the year ended December 31, 2025 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 and 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 2025 performance year can be found in the CD&A.
PAY VERSUS PERFORMANCE
| | Michael Gorenstein | | Kurt Schmidt | | | | Value of Initial Fixed $100 Investment on 12/31/2020 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)(6) | | 2025 | $4,071,626 | $4,876,179 | N/A | N/A | $1,476,745 | $1,208,864 | $37.90 | $11.29 | $(2.9) | $10.1 | | 2024 | $4,150,745 | $3,869,191 | N/A | N/A | $1,055,109 | $1,043,976 | $29.11 | $11.36 | $40.0 | $(34.9) | | 2023 | $3,709,925 | $2,041,016 | N/A | N/A | $1,019,246 | $925,937 | $30.12 | $15.56 | $(73.9) | $(63.7) | | 2022 | $16,493,280 | $12,995,516 | $727,990 | $(1,573,160) | $1,172,346 | $612,594 | $36.59 | $19.66 | $(168.7) | $(80.6) | | 2021 | N/A | N/A | $2,495,028 | $(4,407,520) | $1,382,539 | $676,983 | $56.48 | $60.63 | $(396.1) | $(160.5) |
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. | | (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 corresponding Summary Compensation Table 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 | | 2025 | $(1,937,500) | 2025 | N/A | 2025 | $(547,580) | $(124,500) | | 2024 | $(1,937,500) | 2024 | N/A | 2024 | $(370,076) | — | | 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) | — |
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 | | 2025 | $2,681,906 | — | 2025 | N/A | N/A | 2025 | $362,714 | — | | 2024 | $1,986,674 | — | 2024 | N/A | N/A | 2024 | $379,468 | — | | 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 |
PAY VERSUS PERFORMANCE
| Michael Gorenstein | Change in Fair Value of Awards Granted in Prior Year through End of Year | 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 | 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 | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year | | 2025 | $597,947 | $(537,799) | 2025 | N/A | N/A | 2025 | $53,916 | $(12,432) | | 2024 | $(269,296) | $(61,433) | 2024 | N/A | N/A | 2024 | $(9,753) | $(3,791) | | 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 |
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
| Non-PEO NEOs | | | 2025 | Anna Shlimak, James Holm, Jeffrey Jacobson, Shannon Buggy, and Adam Wagner | | 2024 | James Holm, Anna Shlimak, Jeffrey Jacobson, and Shannon Buggy | | 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 |
PAY VERSUS PERFORMANCE
| (4) The peer group includes Aurora Cannabis Inc., Canopy Growth Corporation, Green Thumb Industries, Inc., Organigram Global 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025, 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-U.S. 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 five 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 five 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 over the five most recently completed fiscal years. Adjusted EBITDA is a non-U.S. 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 The Board has adopted a 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 $15,000 per year for the chair of the Compensation Committee. Cash fees with respect to Board membership or service as a committee chair are paid assuming 12 consecutive months of service from the date the particular membership or service commences and are paid in quarterly installments. Directors who are executive officers of the Company, within the meaning of such term under the applicable NASDAQ Rules, or employees of Altria do not receive compensation from the Company for their service as directors. The current Board Remuneration Policy was adopted by the Board in 2022 following a review by the Compensation Committee of our director compensation program against director compensation programs of companies in the Cronos Peer Group with the assistance of Mercer, its independent compensation consultant. Under the Board Remuneration Policy, each director, other than directors who are executive officers of the Company or employees of Altria, is required to hold Shares with a market value equal to three times such director’s annual cash retainer within five years of such director’s appointment or election to the Board. Shares held for purposes of this policy include Shares owned outright by the director or his or her spouse and awarded but unvested Deferred Share Units (as defined below). In fiscal 2024, Mercer conducted another review of our director compensation program against director compensation programs of companies in the Cronos Peer Group. No changes were made to the Company’s director compensation programs as a result of this review.
2025 Director Compensation Table
2025 Director Compensation Table The following table lists the individuals who received compensation in 2025 for their service as non-employee directors of the Company.
2025 Director Compensation Table
| Name | Amounts Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Jason Adler | 65,000 | 150,000 | 215,000 | | Murray Garnick | 25,000 | 150,000 | 175,000 | | Kamran Khan | — | — | — | | Dominik Meier | — | — | — | | Elizabeth Seegar | — | — | — | | James Rudyk | 95,000 | 150,000 | 245,000 |
2025 Director Compensation Table
| (1) 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, 2025, Mr. Adler held 313,882 Deferred Share Units, Mr. Garnick held 130,734 Deferred Share Units and Mr. Rudyk held 313,882 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 2025. | | (2) No non-employee director held any equity-based awards as of December 31, 2025 (other than Deferred Share Units as disclosed above). |