Julie Hill

About Julie Hill

Julie Hill (age 79) is an independent director of The Cannabist Company Holdings Inc. (CBSTF), serving since June 7, 2021; she chairs the Nomination & Governance Committee and brings extensive board and operating experience across financial services, healthcare insurance, construction, and real estate. She holds a BA in English from UCLA and a master’s degree in marketing from the University of Georgia, and previously founded and ran multiple real-estate businesses and served in senior roles at Mobil Land (Mobil Oil) and UK-based Costain Group .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq and CSA guidelines; seven of ten directors are independent, including Julie Hill .
• Committee leadership: Chair, Nomination & Governance Committee (members: Jeff Clarke, James A.C. Kennedy, Julie Hill; all independent) .
• Other committees: Compensation Committee (members: James A.C. Kennedy—Chair, Jonathan P. May, Alison Worthington) ; Audit Committee (members as of March 17, 2025: Jeff Clarke, Jonathan P. May, Frank Savage) .
• Executive sessions: Independent directors meet in camera at the end of each regular Board meeting (unless waived) .
• Diversity: Board includes three women (33%); senior leadership is 41% women .
• D&O insurance: Company maintains a D&O liability insurance policy with maximum limits and corporate deductible .

Attendance

Fixed Compensation

Performance Compensation

Equity grant timing and governance: The Compensation Committee targets Q2 (post-AGM and Q1 results) for annual equity awards and aligns grants with open trading windows or the first business day after an earnings release; options use the closing price at grant; grants to executives are approved directly by the Compensation Committee .

Other Directorships & Interlocks

• Current other reporting issuers (company-wide disclosure): Present directors with other public roles are Jeff Clarke (Target Global Acquisition I Corp., Nasdaq), Michael Abbott (Target Global Acquisition I Corp., Nasdaq), and Peter Lee (Leafly Holdings Inc., OTC). Julie Hill is not listed with a current public reporting issuer directorship in the 2025 proxy .

Expertise & Qualifications

• Extensive public/private board experience across financial services, healthcare insurance, construction, and materials; operating executive roles in real estate and infrastructure .
• Education: BA (English, UCLA) and master’s (Marketing, University of Georgia) .
• Current civic/innovation leadership: UCI Board Chair; boards of Leaders’ Quest and Alliance for SoCal Innovation .

Equity Ownership

• Director ownership guidelines: Directors must hold company shares valued at 5x their annual cash retainer, with five years to comply; all directors were in compliance as of Dec 31, 2024 .
• Hedging restrictions: Directors are prohibited from hedging company securities (short sales, puts, calls) under the Insider Trading Policy .
• Indebtedness: No director or executive officer was indebted to the company since the beginning of the most recently completed fiscal year .

Shareholder Voting Signal (2025 Director Election)

Comparative observation: Several other nominees received higher “For” votes (e.g., Peter Lee ~147M For) versus Julie Hill (~94M For), indicating relatively lower support for Hill in 2025’s ballot, which may merit investor attention to engagement and board renewal processes .

Insider Trades and Section 16 Compliance

Governance Assessment

• Independence and leadership: Hill is an independent director and chairs the Nomination & Governance Committee, a key role for board renewal, assessments, and diversity considerations—positive for board effectiveness .
• Engagement: Perfect board attendance (12/12) in 2024–2025 YTD and complete committee attendance; solid engagement record sustained from 2023 .
• Pay and alignment: Director pay is predominantly equity-based with a significant RSU increase from 2023 to 2024 (309,091 → 805,264 units; $114k → $153k value). Ownership guidelines (5x cash retainer) and compliance enhance alignment; hedging is prohibited .
• Shareholder signal: 2025 election results showed materially lower “For” votes for Hill than for several peers—an investor sentiment data point to monitor for governance/renewal discussions .
• Conflicts and related-party controls: No indebtedness; however, the company discloses it has not adopted a formal related party transaction policy. A disclosed related-person consulting arrangement (CHRO) exists; no Julie Hill involvement indicated. The absence of a formal related-party policy is a governance weakness to monitor for potential conflicts .
• Audit oversight environment: Audit Committee reported robust engagement with external auditors and independence confirmations for FY2024; committee members listed as of Mar 17, 2025 .
• Board process: Independent executive sessions occur each regular meeting, and the Nomination & Governance Committee manages board assessments and renewals, though the company does not use term limits—emphasizing performance-based renewal .

RED FLAGS:

• Lower shareholder support for Hill in 2025 relative to peers (94.3M For vs. ~147M For for some nominees) .
• Company-level governance gap: No formal related party transaction policy disclosed (monitor for potential conflicts) .

Positive Signals:

• Independent committee chair role with strong attendance .
• Ownership guideline compliance and equity-heavy director compensation .
• Prohibition on hedging and active independent director sessions .