Jeff Clarke
About Jeff Clarke
Jeff Clarke (age 64) is an independent director of The Cannabist Company Holdings Inc. (CBSTF), serving since January 31, 2020; he holds an MBA from Northeastern University and is a Northeastern University Trustee . Clarke’s background includes CEO roles at Insurity, Eastman Kodak, Travelport, and CA Software, executive roles at Hewlett Packard, and CFO at Compaq, with board experience across multiple public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insurity, Inc. | Chief Executive Officer | Not disclosed | Technology/operations leadership |
| Doxim, Inc. | Executive Chairman; prior interim CEO | Not disclosed | Printing/communications sector governance |
| FTD, LLC | Executive Chairman; interim CEO | Not disclosed | E-commerce operational turnaround |
| Eastman Kodak Company | Chief Executive Officer | Not disclosed | Corporate restructuring/execution |
| Travelport, Inc. | Chief Executive Officer | Not disclosed | Travel tech leadership |
| CA Software (CA Technologies) | Chief Executive Officer | Not disclosed | Enterprise software execution |
| Hewlett Packard Company | Executive Vice President | Not disclosed | Large-cap operations |
| Compaq Computer | Chief Financial Officer | Not disclosed | Financial leadership |
External Roles
| Organization | Role | Public/Private | Committee/Notes |
|---|---|---|---|
| Target Global Acquisition I Corp. (TGAAF) | Director | Public (Nasdaq) | Other CBSTF director Michael Abbott also serves, creating interlock |
| Co-Pilot IQ | Director | Private | Health/tech oversight |
| Ellipsis Health | Director | Private | Digital health oversight |
| Travelport, Inc. | Director | Private | Travel technology governance |
| Northeastern University | Trustee | Non-profit | Higher education governance |
| Historical: Autodesk; Compuware; Emerge Technology Acquisition Co.; Mondee, Inc.; Orbitz Worldwide; Red Hat; UTStarcom | Former Director | Public (historic) | Prior board experience |
Board Governance
- Independence: Determined independent under Nasdaq and CSA guidelines; Audit Committee composition confirms independence and financial literacy .
- Committee assignments: Audit Committee Chair; member, Nomination & Governance Committee; not listed as a Compensation Committee member .
- Lead Independent Director: Role held by Jonathan P. May (not Clarke) .
- Executive sessions: Independent directors meet in camera at each regular Board meeting .
- D&O insurance: Company carries a D&O policy with defined limits/deductibles .
| Governance Metric | Status |
|---|---|
| Audit Committee | Chair; independent; financially literate |
| Nomination & Governance Committee | Member; committee chaired by Julie Hill |
| Compensation Committee | Not a member |
| Independence | Independent under Nasdaq/CSA |
| Board Meeting Attendance (2024 & 2025 YTD) | 10/12 (83.3%) |
| Audit Committee Attendance | 7/7 (100%) |
| Nomination & Governance Attendance | 1/1 (100%) |
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $59,500 | Annual Board retainer plus any applicable committee/chair fees |
- Director compensation program reviewed and advised by ClearBridge Compensation Group; 2024 executive-comp related fees: $441,303; ClearBridge independence assessed annually .
Performance Compensation
| Year | Equity Type | Units Granted | Grant Fair Value (USD) | Options | Non-Equity Incentive |
|---|---|---|---|---|---|
| 2024 | RSUs | 805,264 | $153,000 | $0 | $0 |
- Grant timing policy: Annual awards typically in Q2 after the annual meeting and Q1 results; grants made in trading windows or effective first business day after earnings release; option exercise prices equal closing price on grant date; no option timing around MNPI; no options awarded to directors in 2024 .
- Performance metrics: No director-specific performance metrics disclosed for equity awards; director pay structure is cash retainer plus annual RSUs (no PSU/option components for directors in 2024) .
Other Directorships & Interlocks
| Director | Other Reporting Issuer | Exchange |
|---|---|---|
| Jeff Clarke | Target Global Acquisition I Corp. | Nasdaq |
- Interlock: Michael Abbott also serves on the TGAAF board, increasing connectivity across boards .
Expertise & Qualifications
- Financial literacy and expertise affirmed by Board for Audit Committee members; Clarke designated “independent” and “financially literate” under NI 52-110 .
- Extensive CEO/CFO/EVP operating experience across software, hardware, printing, travel tech, and e-commerce; MBA credential and university trustee role support governance competency .
Equity Ownership
| As of | Common Shares Beneficially Owned | Proportionate Voting Shares | Total Shares Beneficially Owned | % of Total Capital Stock |
|---|---|---|---|---|
| Aug 8, 2025 | 1,917,302 | 47 | 1,922,002 | <1% (based on 499,178,724 common shares outstanding) |
- Ownership guidelines: 5x annual cash retainer for directors; all directors in compliance as of Dec 31, 2024 .
- Trading/hedging: Directors prohibited from hedging transactions (short sales, puts/calls) under Insider Trading Policy; trading permitted only in prescribed windows .
- Pledging: No explicit disclosure of share pledging in the cited materials .
Shareholder Voting Signal (2025 AGM)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Jeff Clarke | 120,601,114 | 48,872,058 | 91,502,816 |
- Context: Seven directors elected; re-appointment of auditor passed with 256,774,373 votes for and 4,201,615 abstain .
Governance Assessment
- Strengths: Independent audit chair with full attendance (7/7) and strong committee engagement; audited financial literacy designation; equity-heavy director compensation (RSUs) aligns incentives with shareholder outcomes; compliance with ownership guidelines; robust insider trading/anti-hedging policy; independent-only executive sessions enhance oversight .
- Watch items: Board interlock with Michael Abbott via TGAAF could create perception of network influence; Clarke’s multiple external commitments warrant ongoing monitoring for bandwidth and potential conflicts (Company requires disclosure/recusal per BCBCA and Code; no indebtedness reported) .
- Shareholder signal: 48.9M withheld votes against Clarke indicate some investor dissent; continued focus on audit quality, transparency, and performance oversight may be prudent .
The Company’s conflicts-of-interest framework requires disclosure and recusal for material conflicts; no director indebtedness disclosed and D&O insurance in place .