Christelle Gedeon
About Christelle Gedeon
Chief Legal Officer and Corporate Secretary of Canopy Growth Corporation (CGC). Age 44 as of the 2025 proxy record date; joined CGC in August 2022. She oversees Legal, Government Affairs, Regulatory and Quality, Corporate Development, Business Intelligence, and strategy, and led the development of the Canopy USA structure; previously completed 50+ M&A/strategic investments and holds an LL.B/B.C.L. (McGill) and a Ph.D. in Clinical Pharmacology & Toxicology (University of Toronto) . Fiscal 2025 company outcomes tied to her leadership across strategy and regulatory execution included consolidated gross margin expansion (+300 bps), Canada Cannabis gross margin expansion (+700 bps), SG&A down 18% (ex‑divestitures), and total debt reduced by C$293mm (49%); Canada medical revenue grew 16% YoY .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aphria, Inc. | Chief Legal Officer & Corporate Secretary | 2018–2021 | Senior legal leadership in cannabis; executed M&A and managed complex regulatory structures . |
| The Metals Company | Chief Legal Officer | 2021–2022 | Governance and legal leadership in deep‑sea mining; complex regulatory oversight . |
| Fasken Martineau DuMoulin LLP | Partner | Pre‑2018 | Corporate/regulatory practice; IP, governance, government relations; built transaction execution capabilities . |
External Roles
- Not disclosed in CGC’s 2025 and 2024 proxy officer biographies for Gedeon .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary (on hire) | C$485,000 (approx. US$366,854) effective Aug 1, 2022; C$65,000 (approx. US$49,166) sign‑on bonus . |
| Base salary adjustments | C$509,250 effective Jun 1, 2023 (approx. US$385,196); C$535,000 effective Aug 21, 2023 (approx. US$395,151) . |
| FY2025 base salary | C$535,000; 0% change vs FY2024 per NEO base salary table . |
| Target annual bonus (STIP) | 75% of base salary; 0–200% payout leverage based on financial/operational/strategic/individual objectives approved by CGCN Committee . |
| Target LTI | 200% of base salary annually (mix of Options/RSUs/PSUs at Committee discretion) . |
| Retention bonus | US$150,000 retention if employed through Oct 1, 2025; payable on next payroll post‑End Date; also payable if terminated without cause before End Date; documented Aug 19, 2024 . |
Summary Compensation (NEO table amounts; USD)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $232,812 | $383,454 | $371,880 |
| Bonus (sign‑on/other) | $157,444 | — | — |
| Stock awards (RSUs/PSUs grant date FV) | $357,668 | $375,977 | $388,737 |
| Option awards (grant date FV) | $554,908 | $479,289 | $364,767 |
| Non‑equity incentive (STIP) | — | $454,884 | $216,411 |
| All other compensation | — | — | $693 |
| Total | $1,302,831 | $1,693,604 | $1,342,488 |
Performance Compensation
FY2025 STIP Design, Performance, and Payout
| Metric | Weight | Target | Actual Achievement | Weighted Result |
|---|---|---|---|---|
| Adjusted EBITDA | 45% | Company target | 29.3% of target | 13.2% |
| Revenue | 25% | Company target | 17.6% of target | 4.4% |
| Other corporate objectives | 30% | Committee‑set objectives | 200% (superior) | 60.0% |
| Total payout factor | 100% | — | — | 77.6% of target |
- Gedeon FY2025 bonus: Target 75% of salary; payout 77.6% of target; USD $216,411; paid July 11, 2025 .
FY2025 Long‑Term Incentive Awards (granted June 10, 2024)
| Grant date | Award type | # Units | Exercise price | Vesting | Term | Grant date FV (USD) |
|---|---|---|---|---|---|---|
| 2024‑06‑10 | RSU | 51,217 | — | 1/3 on Jun 15, 2025/2026/2027 | — | $388,737 |
| 2024‑06‑10 | Option | 43,163 | $7.59 | 1/3 on each of 1st–3rd anniversaries | 6 years | $250,413 |
| 2024‑06‑10 | Option | 19,144 | $7.59 | 1/3 on each of 1st–3rd anniversaries | 6 years | $114,354 |
- FY2026 LTI plan design: CLO total LTI accrual 200% of salary; 100% RSUs, 100% Options (split shown as % of salary) .
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 1, 2025)
| Item | Amount |
|---|---|
| Common shares held directly | 21,042 |
| Options exercisable within 60 days | 159,828 |
| RSUs vesting within 60 days | 30,312 |
| PSUs vesting within 60 days | 8,111 |
| Total beneficial ownership (SEC definition) | 219,293 |
| Percent of class | <1% |
- Ownership guidelines: CLO required to hold 3x base salary; five‑year accumulation period; includes shares and RSUs .
- Hedging/Pledging: Insider Trading Policy prohibits hedging transactions; no disclosure of pledging; no hedging transactions reported by officers/directors .
- Near‑term vesting/supply: Within 60 days of Aug 1, 2025, 38,423 units (30,312 RSUs + 8,111 PSUs) scheduled to vest, potentially adding short‑term liquidity needs for tax/withholding .
Selected Outstanding Awards Detail (Gedeon)
| Grant date | Option status (Exercisable/Unexercisable) | Exercise price | Expiry | RSU/PSU unvested |
|---|---|---|---|---|
| 2022‑08‑10 | 10,811 / 5,405 options | C$37.00 | 2028‑08‑10 | — |
| 2022‑08‑10 | 6,667 / 3,333 options | C$37.00 | 2028‑08‑10 | — |
| 2022‑11‑22 | 3,327 / 1,663 options | C$53.90 | 2028‑11‑22 | — |
| 2023‑06‑28 | 54,758 / 77,258 options | C$6.20 | 2029‑06‑28 | — |
| 2023‑06‑28 | — / 32,258 options | C$6.20 | 2029‑06‑28 | — |
| 2023‑08‑22 | — | — | — | 60,624 RSUs unvested value C$80,630 at filing ref |
| 2024‑06‑10 | — / 19,144 options | US$7.59 | 2030‑06‑10 | — |
| 2024‑06‑10 | — / 43,163 options | US$7.59 | 2030‑06‑10 | 51,217 RSUs unvested; US$46,607 market value reference |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment agreement | Effective Aug 1, 2022; CLO reports to CEO . |
| STIP | Target 75% of base; 0–200% based on financial/operational/strategic/individual goals . |
| LTI | Annual target 200% of salary; awards may include Options/RSUs/PSUs; mix at Committee discretion . |
| Severance (without cause) | Lump sum equal to 18 months’ base salary; plus 150% of average of prior two years’ actual STIP; PSUs vest at actual performance for certified years; statutory benefits continuation (ESA) . |
| Non‑compete/Non‑solicit | 18 months post‑termination . |
| Retention | US$150,000 retention through Oct 1, 2025; also payable upon without‑cause termination before End Date . |
| Clawback | Board may recoup for cause, misconduct, harm, or restatement; standalone policy aligned to U.S. rules updated in FY2025 . |
| Anti‑hedging | Hedging transactions prohibited for officers/directors . |
Estimated Payments (as of March 31, 2025)
| Scenario | Cash Payment (USD) | Accelerated Awards (USD) | Benefits (USD) | Total (USD) |
|---|---|---|---|---|
| Termination without cause | $1,049,352 (includes 18 months salary, 1.5x average STI, retention award, statutory vacation per note) | $2,793 | $4,375 | $1,056,520 |
| Termination within 18 months of Change in Control | $1,049,352 | $110,488 (unvested RSUs/PSUs/Options accelerate; PSUs at certified levels/on‑target where uncertified) | $4,375 | $1,164,215 |
Notes: Employment agreements do not provide separate cash payments solely upon CIC; equity acceleration requires termination within 18 months post‑CIC per Omnibus Plan (i.e., double‑trigger for awards) .
Performance & Track Record
- Strategic leadership: Led Canopy USA structure; ongoing advocacy to improve Canada cannabis regulatory framework; instrumental to profitability strategy .
- Deal execution: Completed 50+ M&A/strategic investments in prior roles; recognized among Canada’s Law Department Leaders of the Year; Legal 500 GC 2020 Powerlist; CGCA Tomorrow’s Leader (2019) .
- FY2025 corporate outcomes: Consolidated gross margin +300 bps; Canada Cannabis gross margin +700 bps; SG&A −18% (ex‑divestitures); total debt −C$293mm (49%); Canada medical revenue +16% YoY .
Governance, Say‑on‑Pay, and Policies
- Ownership guidelines: CLO required to 3x salary in share interests within five years .
- Say‑on‑Pay 2025: Advisory approval; votes for 31,703,479; against 5,776,826; abstain 1,157,744 (with broker non‑votes) .
- Risk‑mitigating practices: Majority at‑risk pay, multi‑year vesting, capped STIP, independent consultant (Mercer), updated clawback .
- Section 16 compliance: One Form 4 filing for Gedeon was inadvertently filed late in FY2024 (company‑reported) .
Investment Implications
- Pay‑for‑performance linkage: Cash bonus scaled down to 77.6% of target due to underachievement on revenue and Adjusted EBITDA, while corporate objectives scored at 200%; aligns variable cash to financial outcomes .
- Retention risk mitigated: US$150k retention through Oct 1, 2025 and 18‑month non‑compete/non‑solicit reduce near‑term retention risk; severance provides 18 months’ salary + 150% of average STI, reinforcing stability but creating potential cash obligations on separation .
- Equity alignment and potential supply: Meaningful equity exposure with options and RSUs; 38,423 units scheduled to vest within 60 days of Aug 1, 2025 could create modest near‑term selling/withholding flow; anti‑hedging policy supports alignment; no pledging disclosed .
- CIC economics: No CIC cash multiple; equity acceleration is double‑trigger within 18 months post‑CIC, limiting windfall risk while preserving retention through potential change events .
- Execution track record: Regulatory strategy and U.S. platform design (Canopy USA) plus prior M&A record support her role as a strategic operator; FY2025 margin/debt improvements provide context for incentive outcomes and future execution risk/return balance .