Thomas Lynch
About Thomas Lynch
Thomas Lynch (age 57) is an independent director of The Cannabist Company Holdings Inc. (CBSTF), appointed June 5, 2025; he is President and Partner at SierraConstellation Partners LLC and brings 30+ years of capital markets and restructuring experience, with prior CEO/Chair roles at MedMen Enterprises and Frederick’s of Hollywood Group; he is a graduate of St. Anselm College . He was added to the Board pursuant to an Amended and Restated Indenture tied to a court‑approved plan of arrangement completed May 29, 2025, reflecting creditor‑nominated appointments; he attended all Board meetings since appointment (1/1) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedMen Enterprises Inc. (public) | Chief Executive Officer; Chairman of the Board | CEO: Mar 2020–Nov 2021; Chair: Dec 2020–Nov 2021 | Led turnaround amid complex restructuring; governance leadership during transformation |
| Woods Hole Capital | Co‑Founder & Managing Partner | Jul 2014–Jul 2018 | Investment leadership; capital allocation in special situations |
| Frederick’s of Hollywood Group (public) | Chairman & Chief Executive Officer | Not specified (prior to 2014) | Oversaw corporate leadership at a publicly traded retailer |
| Mellon Institutional AM; UBS Global AM; Dreyfus Corporation | Executive roles | Not specified | Senior capital markets and asset management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SierraConstellation Partners LLC | President & Partner | Jul 2018–present | Hands‑on leadership advising companies through restructurings and strategic execution |
| Leafly Holdings, Inc. | — | — | Not a Lynch role; listed to distinguish fellow director Peter Lee’s external directorship |
Board Governance
- Independence: Lynch is one of seven independent directors under Nasdaq/CSA guidelines .
- Committee assignments: As of the 2025 proxy, Lynch is not listed on Audit, Compensation, or Nomination & Governance Committees; Audit members are Jeff Clarke (Chair), Jonathan P. May, and Peter Lee; Compensation members are James A.C. Kennedy (Chair), Jonathan P. May, and Alison Worthington; Nomination & Governance members are Jeff Clarke, James A.C. Kennedy, and Julie Hill (Chair) .
- Attendance: Board met 8 times in 2024; Lynch (appointed 2025) attended 1/1 Board meetings and had no committee attendance obligations to date .
- Lead Independent Director: Jonathan P. May serves as Lead Director; independent directors meet in camera at the end of each regular Board meeting .
- Majority voting policy in place; withhold > for triggers resignation and Board review within 90 days .
- Board composition context: Post‑Transaction, Board reduced to seven seats per Indenture, with Lynch and Peter Lee appointed pursuant to Supporting Senior Noteholders’ nominations, signaling creditor influence on governance .
Fixed Compensation
- Director cash retainer/meeting/committee fees for Lynch in 2025 are not individually disclosed; 2024 peer director cash fees ranged $38,500–$72,000 depending on roles (Lead Director/chair/member fees included) .
- Equity grant timing policy: Annual grants typically occur in Q2 after the annual meeting and Q1 results; grants aligned to open trading windows per Insider Trading Policy .
Performance Compensation
- For non‑employee directors, equity compensation is typically RSUs (time‑based); 2024 peer grants were 805,264 RSUs per director; no options or performance‑conditioned PSUs are disclosed for directors; Lynch’s 2025 grant amounts are not disclosed .
No director‑specific performance metrics table is applicable; director equity awards are time‑vested RSUs rather than PSU structures tied to operating metrics .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Lynch; peer directors’ external boards include Target Global Acquisition I Corp. (Clarke, Abbott) and Leafly Holdings, Inc. (Lee) .
- Prior public roles: Lynch previously held CEO/Chair positions at MedMen Enterprises and Frederick’s of Hollywood Group; no shared directorships with Cannabist competitors/suppliers are disclosed .
Expertise & Qualifications
- Deep restructuring and special situations expertise (workouts, recapitalizations, M&A, secondary transactions), with hands‑on operational leadership in complex financial challenges .
- Education: St. Anselm College graduate .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Proportionate Voting Shares | % of PV | Total Capital Stock | % of Total |
|---|---|---|---|---|---|---|
| Thomas Lynch | — | — | — | — | — | — |
- Director stock ownership guidelines: Directors must hold Company shares equal to 5× annual cash retainer, with five years to reach compliance; hedging (short sales, puts, calls) is prohibited under the Insider Trading Policy; pledging is not discussed; Lynch joined in 2025 and has the standard compliance runway .
Governance Assessment
- Strengths: Independent status; restructuring and capital markets expertise useful in post‑Transaction oversight; full attendance since appointment; majority voting framework and independent executive sessions support board accountability .
- Alignment watchpoints: As of Aug 8, 2025, Lynch shows no beneficial ownership; while directors have 5× retainer ownership guidelines over five years, near‑term “skin‑in‑the‑game” is limited until equity accumulates/vests .
- Conflicts/signals: Appointment via creditor‑driven Indenture indicates bondholder influence; positive for balance sheet rigor but can create perceived tension with equity holders if priorities diverge .
- Policy red flag: Company has not adopted a formal related‑party transaction policy; while a specific related‑party arrangement disclosed involved a CHRO consulting engagement, no Lynch‑specific related‑party transactions are disclosed; absence of policy is a governance gap for monitoring conflicts .
- Compliance: Insider Trading Policy restricts trading windows and prohibits hedging; no cease‑trade, bankruptcy, or sanctions disclosures for Lynch or directors in the past 10 years, supporting baseline governance integrity .
Overall: Lynch adds restructuring discipline post‑Transaction; independence and early attendance are positives. Near‑term ownership alignment is low (no reported holdings), and the creditor‑nomination pathway plus lack of a related‑party policy merit monitoring for potential conflicts and board effectiveness signals .