David Hart
About David Hart
David Hart is Chief Executive Officer and Director of The Cannabist Company (CBSTF). He joined the company in 2016, served as COO in 2018, and became CEO effective January 15, 2024; he was appointed to the board on June 26, 2024. He holds an MBA from Columbia University and is a Duke University graduate, age 48 as of the proxy record date . Under Hart’s tenure, FY 2024 revenue declined 10% year over year to $458.7 million while Adjusted EBITDA declined to $54.7 million; management highlights optimizing assets, cost reduction, and balance sheet extension into 2028–2029 as strategic priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abyrx (medical device) | Chief Operating Officer | Not disclosed | Led development, manufacturing, commercialization of intraoperative hemostats |
| Alpine Capital (Ranawat Orthopedic Group family office) | Chief Financial Officer & Chief Investment Officer | Not disclosed | Responsible for capital allocation and healthcare investments |
| Apelles Investment Management | Partner & Head of Healthcare Equity Investments | Not disclosed | Led healthcare equity investing |
| Thomas Weisel Partners; Duff & Phelps | M&A Analyst/Associate (financial services) | Not disclosed | Early career in mergers & acquisitions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Other public company boards | None disclosed for Hart | — | Proxy list of other reporting issuer directorships does not include Hart |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $496,557 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Annual Bonus ($) | $175,000 | $255,000 |
| Share-Based Awards ($) | $1,145,455 | $644,000 |
| All Other Compensation ($) | $12,200 (401(k) contribution) | $600 (401(k) contribution) |
| Total Compensation ($) | $1,707,655 | $1,396,157 |
Note: 2023 includes large RSU grants; option-based awards were not granted (—) .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target (FY 2024) | Actual (FY 2024) | Payout (FY 2024) | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | $54.711 million | $255,000 | Paid as annual incentive |
| Net Income (Loss) | Not disclosed | Not disclosed | $(105.126) million | Included in annual incentive assessment | Paid as annual incentive |
The company states the chief operating decision maker uses Adjusted EBITDA and net income to evaluate performance and in establishing management compensation .
Equity Incentives (RSUs/PSUs)
| Instrument | Grant Year | Grant Size (#) | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|
| RSUs | 2024 | 1,495,000 | Time-based (per Omnibus Plan) | N/A | Annual share-based award |
| PSUs | 2024 | 805,000 | Performance-based | Not disclosed (PSUs vest based on certified performance) | Annual share-based award |
| RSUs | 2023 | 2,727,273 | Time-based | N/A | Annual share-based award |
Outstanding equity at year-end:
| Metric (as of Dec 31, 2024) | Amount |
|---|---|
| Unvested share-based awards (#) | 4,282,612 |
| Market/payout value of unvested awards ($) | $299,783 (based on closing price Dec 31, 2024; CAD→USD conversion 1 CAD: 0.695786) |
Change-of-control vesting provisions:
- Qualifying termination in connection with change of control: all RSUs/PSUs vest in full; PSUs vest based on actual or target if not determinable .
- Change of control without qualifying termination: RSUs/PSUs from FY 2022 and FY 2023 vest in full; PSUs vest based on actual or target if not determinable .
Equity Ownership & Alignment
| As-of Date | Common Shares Beneficially Owned | % of Common Shares | Unvested RSUs/PSUs (#) | Market Value of Unvested ($) | Shares Pledged | Hedging Allowed | Ownership Guideline Compliance |
|---|---|---|---|---|---|---|---|
| Aug 8, 2025 | 3,609,943 | <1% (asterisk) | 4,282,612 (Dec 31, 2024) | $299,783 (Dec 31, 2024) | Not disclosed | Prohibited under Insider Trading Policy | Directors required to hold 5x annual cash retainer; all directors in compliance as of Dec 31, 2024 |
The beneficial ownership table is based on 499,178,724 common shares outstanding as of Aug 8, 2025 .
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity Treatment | Estimated Incremental Payments (as of FY year-end) |
|---|---|---|---|---|
| Change of control + qualifying termination (without cause or resign for good reason) | 24 months base salary + target bonus, paid over 24 months | Company-paid share of premiums for 18 months | All RSUs/PSUs vest in full; PSUs based on actual or target if not determinable | $2,178,518 |
| Change of control without qualifying termination | — | — | RSUs/PSUs from FY 2022 & 2023 vest in full; PSUs based on actual or target if not determinable | $136,057 |
| Termination without cause or resign for good reason (non-change-of-control) | 18 months base salary + target bonus, paid over 18 months | Company-paid share of premiums for 18 months | Outstanding RSUs/PSUs forfeited | $1,416,235 |
Year-over-year (updated in 2025 proxy vs 2024 proxy):
| Scenario | 2024 Proxy Estimate | 2025 Proxy Estimate |
|---|---|---|
| CoC + qualifying termination | $2,761,649 | $2,178,518 |
| CoC without termination | $1,556,383 | $136,057 |
| Termination without cause (non-CoC) | $815,791 | $1,416,235 |
Other terms:
- Employment agreement updated March 11, 2024 upon CEO promotion to include “good reason” eligibility for termination benefits .
- Deferred compensation plan (legacy Income Incentive Plan) was terminated effective April 1, 2020; payouts in shares between 12–24 months per Section 409A; no other deferred comp plans .
Board Governance
| Item | Detail |
|---|---|
| Director since | June 26, 2024 |
| Committee memberships | None listed (N/A in attendance table) |
| Board attendance | 8/8 meetings in 2024 |
| Independent director sessions | Held at end of each regular Board meeting (without management) |
| Chairman | Michael Abbott (Chair of the Board) |
| Lead Independent Director | Jonathan P. May |
| Director elections (2025 AGM) | Hart received 118,341,108 votes “FOR”; 51,132,064 “WITHHELD”; 91,502,816 broker non-votes |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD thousands) | $511,327 | $458,722 |
| Adjusted EBITDA ($USD thousands) | $69,645 | $54,711 |
| Net Income (Loss) ($USD thousands) | $(174,287) | $(105,126) |
| Gross Margin (%) | 35.2% | 36.7% |
Selected disclosures:
- Management emphasizes optimization, divestitures, supply chain efficiency, and debt maturity extensions to December 2028 (with options through 2029) to maintain liquidity and improve margins .
- CODM uses Adjusted EBITDA and net income in competitive analysis and compensation decisions .
Additional Incentives: Transaction Bonus Plan (2025)
| Feature | Detail |
|---|---|
| Plan scope | 1.50% of transaction value bonus pool for divestitures/strategic transactions closed while plan is in effect; capped at $5,000,000 |
| Payout schedule | One-third at close, one-third at 60 days post-close, one-third at 90 days post-close |
| NEO allocations | David Hart 29%; Jesse Channon 29%; Derek Watson 10% |
| Forfeiture | Unpaid bonuses forfeited upon voluntary termination/for cause; paid if involuntary termination without cause after close (with release) |
Equity Ownership & Trading Policies
- Insider Trading Policy prohibits trading while in possession of MNPI and prohibits hedging transactions (short sales, puts, calls) .
- Director share ownership guidelines: 5x annual cash retainer; five-year compliance period; all directors in compliance as of December 31, 2024 .
- No disclosure of stock pledging by Hart .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are evaluated against Adjusted EBITDA and net income, consistent with disclosures that CODM uses these metrics in compensation decisions; equity mix includes material RSU/PSU grants, which ties value to time and performance outcomes .
- Retention and change-of-control economics: Double-trigger protection with full equity acceleration upon qualifying CoC termination; sizable severance multiples (18–24 months salary+target bonus) and CoC benefits suggest strong retention but could create sale-related acceleration risk; note the 2025 proxy reduced CoC estimates vs 2024 .
- Insider selling pressure: Large unvested equity (4.28 million units) as of year-end 2024 could create delivery and potential liquidity events upon vesting; hedging is prohibited, which supports alignment, and there is no disclosure of pledging .
- Strategic incentive to transact: The 2025 Transaction Bonus Plan allocates 29% of the bonus pool to Hart, explicitly rewarding divestitures/strategic transaction closings, which may bias near-term capital allocation toward asset sales and balance sheet actions .
- Board governance and dual-role considerations: Hart is CEO and a director (not Chairman), with a Lead Independent Director and independent sessions mitigating dual-role governance concerns; strong attendance supports engagement .