Jonathan May
About Jonathan P. May
Jonathan P. May, 59, serves as Lead Director of The Cannabist Company Holdings Inc. (CBSTF) and has been on the board since April 26, 2019. He is deemed independent under Nasdaq and CSA guidelines, is financially literate, and brings deep operating and investment experience (former CEO of Arby’s; private equity and corporate development roles). He currently serves on the Audit Committee and Compensation Committee and has strong engagement, with perfect board and committee attendance in 2024–2025 YTD.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Floresta Ventures, LLC | Co-Founder & Managing Director | Since March 2016 | Invests, owns, operates restaurant/retail concepts |
| Floresta Partners, LLC | Co-Founder & Managing Director | Not disclosed | Consulting for multi-unit restaurant/retail growth |
| Natural Capital Partners Holdings LLC | Executive Director | Not disclosed | Corporate environmental impact solutions (carbon, renewable energy, water, biodiversity) |
| Catalytic Capital LLC | Founder & Managing Director | Not disclosed | PE focused on retail/consumer brands |
| Triarc Companies, Inc. | SVP Corporate Development | Not disclosed | M&A identification/execution, corporate finance, strategic planning |
| Arby’s, Inc. | Chief Executive Officer | Not disclosed | Managed 3,400 restaurants; $2.5B global system-wide sales |
| Sneaker Villa | Board member | Former | Not disclosed |
| Marketwatch.com | Board member | Former | Not disclosed |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| INDUS Realty Trust, Inc. | Lead Independent Director | Former; until sold in 2023 | Public real estate company; tenure concluded at sale |
| Bridgewater Chocolate, LLC | Director | Current | Private chocolate manufacturer/retailer |
Board Governance
- Independence: Independent under Nasdaq and CSA guidelines; Board currently has a majority of independent directors.
- Lead Independent Director role: Formal position description, facilitates independent Board functioning; May currently serves as Lead Director.
- Committees: Audit Committee (member); Compensation Committee (member). Audit chaired by Jeff Clarke; Compensation chaired by James A.C. Kennedy; Nomination & Governance chaired by Julie Hill.
- Attendance (2024 & 2025 YTD): Board 12/12; Audit 7/7; Compensation 9/9, indicating high engagement.
- Executive sessions: Independent directors meet in camera at the end of each regular Board meeting.
- Majority Voting Policy: In place; directors must tender resignation if “withheld” votes exceed “for” votes in uncontested elections.
Fixed Compensation
| Year | Cash Fees (USD) | Share-Based Awards (USD) | RSUs Granted (#) | Option Awards (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2024 | $72,000 | $153,000 | 805,264 | $0 | $225,000 |
- Cash includes annual Board retainer and additional retainers for Lead Director and committee roles (amounts per role not itemized).
Performance Compensation
- Structure: Non-employee directors received annual RSU grants; no options or PSUs disclosed for directors. RSUs are granted under the Omnibus Plan; timing targeted for Q2 post earnings.
- Metrics: No performance metrics (e.g., revenue/EBITDA/TSR) disclosed for director equity awards; RSUs appear time-based.
- Grant timing safeguards: Equity grants made in open trading windows or effective the first business day after quarterly results; no option grants timing to exploit MNPI.
Other Directorships & Interlocks
| Individual | Other Public Company Role | Interlock Relevance |
|---|---|---|
| Jonathan P. May | Former Lead Independent Director, INDUS Realty Trust, Inc. (sold in 2023) | Former role; no current public-director interlock disclosed. |
| Context (Board) | Abbott & Clarke: Target Global Acquisition I Corp. (Nasdaq); Peter Lee: Leafly Holdings, Inc. | Interlocks among CBSTF directors; none tied to May. |
Expertise & Qualifications
- Experienced operator and investor: Former CEO of Arby’s; senior corporate development at Triarc; founder/managing director at multiple investment/consulting firms.
- Financial literacy: Determined financially literate for Audit Committee service.
- Sector breadth: Consumer, retail, restaurants, environmental solutions; prior public board service.
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares Beneficially Owned | 1,353,159 |
| Proportionate Voting Shares Beneficially Owned | 29,468 |
| % of Proportionate Voting Shares Outstanding | 39.89% |
| Total Capital Stock Beneficially Owned | 4,299,959 |
| Ownership as % of Total Capital Stock | <1% (*) |
- Voting structure: Proportionate Voting Shares carry 100 votes per share; Common Shares carry 1 vote per share.
- Director stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer within five years; all directors in compliance as of Dec 31, 2024.
Governance Assessment
-
Strengths
- Independent Lead Director with clear role specification; strong attendance and committee engagement (Audit and Compensation).
- Majority Voting Policy enhances accountability in director elections.
- Prohibitions on hedging; structured equity grant timing to avoid MNPI; established Compensation Committee charter and use of independent consultant (ClearBridge), with independence assessed annually.
- Independent, financially literate Audit Committee membership.
-
Potential Risks and RED FLAGS
- High concentration of Proportionate Voting Shares: May beneficially owns 39.89% of PV shares, which carry 100 votes each—potential for outsized voting influence relative to economic ownership.
- No formal related party transaction policy adopted by the Company (policy gap).
- No director term limits; no formal diversity targets, though Board diversity exists—could slow board refresh if performance management is not robust.
- Say-on-pay history not disclosed; limited shareholder feedback transparency on pay practices in 2025 meeting agenda (directors, auditors only).
-
Other observations
- D&O insurance maintained.
- Section 16(a) filings: No late reports cited for May; administrative late filings occurred for several others.
RED FLAG: Concentrated voting power via Proportionate Voting Shares (39.89% of PV outstanding) may impair minority shareholder influence despite low total economic ownership percentage.
RED FLAG: Absence of a related party transaction policy increases exposure to potential conflicts or perception thereof.