Michael Abbott
About Michael Abbott
Michael Abbott, age 61, is Chair of the Board at The Cannabist Company (CBSTF) and co‑founded the company in 2012. He has served on the board since April 26, 2019, transitioning from Executive Chairman (2018–2023) to non‑executive Chairman in 2023. Abbott holds a Bachelor of Laws (LLB) from King’s College London (1990) and has deep capital markets and investment leadership experience spanning Swiss Bank Corporation, Goldman Sachs, Elysium Capital, Robeco Sage, Cornell University’s endowment, and the Raptor Group .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| The Cannabist Company (CBSTF) | Executive Chairman → non‑Executive Chairman; Director | Executive Chairman 2018–2023; Director since Apr 26, 2019 | Board leadership; governance transition to non‑executive role |
| Swiss Bank Corporation | Associate, Equity Capital Markets | 1990; transfer to Chicago in 1993 (SBC O’Connor) | Capital markets experience |
| Goldman Sachs | Vice President, Convertible Trading & Sales; led Structured Product Trading & Origination | 1996 (and subsequent leadership) | Structured products leadership |
| Elysium Capital | Co‑founder (FX trading hedge fund) | 2002 | Hedge fund founder/operator |
| Robeco Sage | CEO; Head of Investment Committee (fund of hedge funds) | 2006 | Multi‑billion fund oversight |
| Cornell University Endowment | Chief Investment Officer | 2010 | Institutional investment leadership |
| Raptor Group | Managing Director (single family office) | 2012 | Private investment leadership |
| Metropolitan Police (London) | Police officer | 1983 | Early career |
External Roles
| Organization | Role | Since/Notes | Exchange |
|---|---|---|---|
| Target Global Acquisition I Corp. | Director | Since 2021 | Nasdaq: TGAAU |
| GBM Securities (UK) | Director | Current | Private broker-dealer |
| Flo Health | Director | Current | Private company |
| King’s College London Law School | Chair, Advisory Council; Fellowship (Dec 2020) | Current; Fellow conferred Dec 2020 | — |
Potential interlock note: Another CBSTF director, Jeff Clarke, holds a board role at Target Global, Inc., a SPAC (NASDAQ: TGAAF), which indicates adjacent SPAC networks on the board, though not the same legal entity as Abbott’s TGAAU .
Board Governance
- Independence status: Abbott is not considered independent under Nasdaq/CSA guidelines due to his prior role as Executive Chairman. Independent directors named exclude Abbott; six of nine directors were independent in 2023 .
- Committee assignments: Abbott previously sat on the Nomination & Governance Committee but ceased serving as of November 10, 2023. As of 2025, committee designations list Audit, Compensation, and Nomination members separately; Abbott is Chair of the Board but not indicated as a standing member of these committees .
- Lead Independent Director: Jonathan P. May .
- Executive sessions: Independent directors meet in camera after each regular Board meeting .
Attendance
| Period | Board Meetings Attended | Notes |
|---|---|---|
| 2022 | 17/18 | Met ≥75% attendance threshold |
| 2023 | 15/16; Nomination & Governance 2/2 until ceasing 11/10/2023 | Ceased N&G membership Nov 10, 2023 |
| 2024 & 2025 YTD | 12/12 | Listed in consolidated attendance table |
Fixed Compensation
- Executive transition (Abbott Transition Agreement, March 15, 2023): Severance of $56,666.67 per month for 36 months; discretionary cash bonus $100,000; vesting of outstanding equity awards per agreement . Follow‑on disclosure specifies the equity awards were valued at $935,603 at time of transition (with performance‑vested portion of the Post‑Closing RSU to be forfeited if criteria not achieved by Apr 29, 2024) .
- 2023 NEO compensation line items: Salary $85,000; All Other Compensation $2,040,000 (reflecting severance/transition cash); no share‑based or option awards in 2023 .
- 2022 NEO compensation: Salary $425,000; Share‑Based Awards $2,170,002; Annual Incentive Plan bonus $100,000; All Other Compensation $40,000 .
- Director cash fees: Abbott did not receive non‑employee director compensation in 2023 or 2024; the director compensation tables explicitly exclude him from cash/equity for those years .
Fixed Compensation Table (NEO and Director context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 425,000 | 85,000 | — |
| Annual Incentive (Cash) ($) | 100,000 | — | — |
| All Other Compensation ($) | 40,000 | 2,040,000 | — |
| Director Cash Fees ($) | — | 0 (no director comp) | 0 (no director comp) |
| Severance (monthly) | — | $56,666.67 x 36 months | — |
| Transition Equity Value ($) | — | $935,603 (at transition) | — |
Performance Compensation
- 2022 share‑based awards: $2,170,002 (as Executive Chairman) .
- Post‑Closing RSU grant (Apr 29, 2019): performance‑vested component to be forfeited on Apr 29, 2024 if pre‑determined criteria not met; specific performance metrics (e.g., revenue/TSR) not disclosed in proxy .
- Non‑employee director RSUs: Abbott did not receive director RSUs in 2023 or 2024. For context, other CBSTF non‑employee directors received annual RSU grants of 309,091 units for 2023 and 805,264 units for 2024 (per director), valued at ~$114,364 and ~$153,000 respectively, showing a heavy equity retainer structure for independent directors .
Performance Award Metrics Table (Abbott-specific)
| Award | Grant/Reference Date | Metric Basis | Vesting/Outcome |
|---|---|---|---|
| Post‑Closing RSU (portion performance‑vested) | Apr 29, 2019 | “Pre‑determined performance criteria” (specific metrics not disclosed) | Forfeiture if criteria not achieved by Apr 29, 2024 |
| Share‑based Awards (Executive role) | FY 2022 | Equity awards (metric details not itemized) | $2,170,002 fair value at grant |
Other Directorships & Interlocks
| Company | Role | Exchange | Interlock/Notes |
|---|---|---|---|
| Target Global Acquisition I Corp. | Director | Nasdaq: TGAAU | Board network adjacency with Jeff Clarke at Target Global, Inc. (NASDAQ: TGAAF) |
| GBM Securities (UK) | Director | — | Broker‑dealer governance exposure |
| Flo Health | Director | — | Digital health private board role |
Expertise & Qualifications
- Capital markets: Structured products and convertibles (Goldman Sachs) .
- Institutional asset management: CIO of Cornell endowment; fund‑of‑funds CEO (Robeco Sage) .
- Early legal education and governance: LLB, King’s College London; Chair of Law School Advisory Council; Fellowship (Dec 2020) .
Equity Ownership
- Ownership guideline: Directors must hold shares equal to 5x annual cash retainer within five years; all directors in compliance as of year‑end 2023 and 2024 .
- Hedging: Prohibited for directors and certain employees (short sales, puts, calls) .
- Pledging: No specific disclosure of shares pledged by Abbott; not indicated in proxies .
Beneficial Ownership Summary (Abbott)
| As-of Date | Common Shares Beneficially Owned | % of Common Shares Outstanding |
|---|---|---|
| Sep 21, 2023 | 2,490,492 | “*” (less than 1%) |
| May 15, 2024 | 2,402,764 | 0.54% (total capital 0.53%) |
| Aug 8, 2025 | 2,402,764 | “*” (less than 1%; based on 499,178,724 shares) |
Employment & Contracts
- Abbott Employment Agreement (Apr 26, 2019) provided for payments upon termination or change of control; superseded by Abbott Transition Agreement (Mar 15, 2023) on shift to non‑executive Chair .
- Abbott Transition Agreement: $56,666.67 monthly severance for 36 months; $100,000 discretionary bonus; vesting of certain outstanding equity awards valued at $935,603 at transition, with performance component subject to forfeiture on Apr 29, 2024 if criteria unmet .
Compensation Committee Analysis
- 2025 Compensation Committee: Independent members James A.C. Kennedy (Chair), Jonathan P. May, Alison Worthington; Kennedy brings experience as former CEO of T. Rowe Price and as Compensation Committee Chair at United Airlines .
- Consultant: ClearBridge Compensation Group retained; fees $441,303 (FY 2024); prior years $634,124 (FY 2023) and $318,670 (FY 2022). Independence assessed annually by the Committee .
Consultant Fees
| Year | ClearBridge Exec Comp‑Related Fees ($) |
|---|---|
| 2022 | 318,670 |
| 2023 | 634,124 |
| 2024 | 441,303 |
Director Compensation
- Abbott received no non‑employee director compensation in 2023 or 2024; other non‑employee directors received cash retainers and RSUs .
- The director equity program uses RSUs (and historically special RSU tranches), with annual grant values converted to USD at grant‑date FX .
Non‑Employee Director Compensation (Context; Abbott excluded)
| Year | Cash Fees (Illustrative Director) | RSUs (#) | RSU Fair Value (USD) |
|---|---|---|---|
| 2022 | $59,500 (e.g., Clarke) | 104,939 (annual); plus special RSUs | $245,005 (e.g., Clarke) |
| 2023 | $59,500–$72,000 range | 309,091 (annual, each) | ~$114,364 per director |
| 2024 | $38,500–$72,000 range | 805,264 (annual, each) | ~$153,000 per director |
Potential Conflicts & Related‑Party Exposure
- Voting Agreement (June 11, 2021): Abbott and then‑CEO Vita agreed to vote their shares for nominees designated by Green Leaf Medical’s founders (Philip and Kevin Goldberg) following CBSTF’s acquisition of Green Leaf. While majority of N&G Committee members were independent, Abbott’s participation (before ceasing 11/10/2023) and the voting agreement indicate concentrated influence in nominations. This arrangement can be viewed as a governance risk if not time‑limited or transparently managed .
- SPAC networks: Presence of multiple board members with SPAC directorships (Abbott at TGAAU; Clarke at TGAAF) may introduce overlapping external obligations, though no direct related‑party transaction is disclosed .
Governance Assessment
- Independence: Abbott is not independent per Nasdaq/CSA criteria due to prior executive role—this diminishes separation from management despite his non‑executive Chair title .
- Attendance: Strong; 2022–2025 YTD attendance meets/ exceeds expectations (17/18; 15/16; 12/12) supporting engagement .
- Compensation alignment: Abbott received substantial severance (36‑month duration) and a discretionary bonus upon transitioning to Chair; absence of director RSUs/fees in 2023–2024 mitigates ongoing pay concerns but the discretionary bonus and extended severance term are notable governance red flags (pay optics) .
- Ownership: Holds ~2.40–2.49 million common shares; <1% stake but compliant with 5x retainer ownership guideline, indicating baseline alignment; hedging prohibited; no pledging disclosed .
- Committee roles: No current committee membership; prior seat on Nomination & Governance Committee ended in 2023; Chair of the Board role centralizes agenda control but independent committee structure (Comp, Audit, N&G) and Lead Director presence balance governance .
- Compensation governance: Independent Compensation Committee with an external consultant (ClearBridge), fees disclosed and independence assessed—positive governance process signal .
- RED FLAGS:
- Discretionary bonus and lengthy severance to a former executive transitioning to Chair (optics of pay not tightly linked to disclosed performance metrics) .
- Historical Voting Agreement concentrating nomination influence (potential conflict if enduring) .
- Overall implication: Abbott’s market/investment acumen and attendance are positives for board effectiveness; however, independence, transition‑related cash awards, and prior nomination influence warrant continued monitoring for investor confidence.
Note: Items such as clawbacks, change‑of‑control multiples, tax gross‑ups, and pledging disclosures for Abbott were not detailed in the cited proxy excerpts; no inference is made where not disclosed.