David Lazzarato
About David Lazzarato
Independent Chair of the Board since March 31, 2020; age 69 as of the proxy record date. He serves on the Audit Committee and the Corporate Governance, Compensation and Nominating (CGCN) Committee. Background includes senior executive roles at Alliance Atlantis Communications, Allstream, Bell Canada, and CAE; retired to corporate directorships in 2016. Former director at Flutter Entertainment plc (May 2020–May 2024); current director at Thunderbird Entertainment (since February 2024). Attendance in FY2025: Board 24/24, Audit 4/4, CGCN 5/5 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Atlantis Communications | Senior executive positions | Not disclosed | Commercial and financial acumen cited |
| Allstream | Senior executive positions | Not disclosed | Commercial and financial acumen cited |
| Bell Canada | Senior executive positions | Not disclosed | Commercial and financial acumen cited |
| CAE | Senior executive positions | Not disclosed | Commercial and financial acumen cited |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thunderbird Entertainment | Director | Since Feb 2024 | Current public company directorship |
| Flutter Entertainment plc | Director | May 2020–May 2024 | Former NYSE-listed board service |
Board Governance
- Roles and committees: Independent Chair of the Board; member of Audit and CGCN Committees .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) and NI 52-110; with an independent Chair, CGC has no Lead Director .
- Attendance and engagement: FY2025 Board met 24 times; Audit 4; CGCN 5. Aggregate attendance: Board 97.9%, Audit 100%, CGCN 100%; Lazzarato individually 100% on Board/committees (24/24; 4/4; 5/5). Directors held “in camera” sessions of independent directors after quarterly Board meetings .
- Chair responsibilities: Agenda-setting, independent director liaison, CEO performance review and compensation oversight, and ensuring effective Board operations .
- Skills matrix highlights for Lazzarato: Canadian cannabis industry, retail/consumer, public company board experience, CPA designation, corporate governance, executive compensation, international business, M&A, finance/capital markets, legal/regulatory, HR/labor, IT .
- Retirement policy: Mandatory director retirement age of 75 unless exempted in exceptional circumstances .
Fixed Compensation
Director compensation program (FY2025):
| Component | Annual Amount (USD) |
|---|---|
| Chair cash retainer | $156,398 (C$225,000) |
| Non-Chair director cash retainer | $104,265 (C$150,000) |
| Chair annual RSU grant (fair value) | $156,398 (C$225,000) |
| Non-Chair director annual RSU grant (fair value) | $104,265 (C$150,000) |
| Committee chair fee | $20,853 (C$30,000) |
| Committee member fee | $10,427 (C$15,000) |
FY2025—David Lazzarato:
| Item | USD |
|---|---|
| Fees earned/paid in cash | $175,049 |
| Stock awards (grant-date fair value) | $163,489 |
| Total | $338,538 |
Notes:
- RSUs generally vest in four equal quarterly installments beginning on the last trading day of the first quarter after grant .
- Director compensation is reviewed annually by the CGCN Committee for market alignment and governance best practices .
Performance Compensation
| Equity Award | Grant Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|
| Chair annual RSU grant | $156,398 (C$225,000) | Time-based; four equal quarterly installments beginning the quarter after grant | No performance conditions disclosed for director RSUs (time-based vesting) |
Risk controls and clawbacks applicable to equity awards:
- Omnibus Incentive Plan permits the Board to require reimbursement, reduction, or cancellation of awards for specified causes (e.g., misconduct, restatement) .
- Standalone clawback policy for incentive-based compensation upon accounting restatement under U.S. federal securities laws (primarily executive-focused) .
Other Directorships & Interlocks
| Company | Relationship to CGC | Potential Interlock/Conflict Notes |
|---|---|---|
| Thunderbird Entertainment | External public board | No related party transactions or material interests disclosed in FY2025 proxy beyond noted policies |
| Flutter Entertainment plc (former) | External public board (ended May 2024) | No related party transactions or material interests disclosed |
Related party oversight:
- Updated policy (May 28, 2025) requires CLO review and Audit Committee pre-approval/ratification of related person transactions; no unapproved reportable transactions following adoption .
Expertise & Qualifications
- CPA designation; finance and capital markets expertise .
- Corporate governance and executive compensation experience .
- Canadian cannabis industry and retail/consumer sector knowledge .
- International business, M&A, legal/regulatory, HR/labor, IT skills .
- Brings “commercial and financial acumen” for businesses at inflection points .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Shares held | 35,155 | Held directly |
| RSUs | 83,909 | Director RSUs; time-based vesting |
| Options | 0 | No options held |
| Beneficial ownership (SEC definition) | 63,125 | Includes 27,970 RSUs vesting within 60 days of Aug 1, 2025; <1% of shares outstanding |
| Ownership guideline | 2.5x annual cash board retainer | Directors expected to reach within five years and maintain thereafter |
| Hedging/Pledging | Hedging prohibited by policy; no hedging reported | Insider Trading Policy bans hedging; pledging not addressed in the cited sections |
Governance Assessment
- Independence and leadership: As independent Chair with 100% attendance and active committee roles, Lazzarato strengthens board oversight and reduces CEO/Chair concentration risk; no Lead Director needed due to independent chair .
- Alignment: Meaningful equity via RSUs and share ownership guidelines (2.5x retainer) promote alignment, and anti-hedging policy improves integrity of exposure; RSUs are time-based (no pay-for-performance features for directors) .
- Controls: Robust governance framework includes “in camera” sessions, enhanced related party transaction controls, and clawback mechanisms under the Omnibus plan and standalone policy (primarily executive-focused but signals board’s recoupment stance) .
- Conflicts/related parties: Proxy indicates no material related party transactions or indebtedness involving directors during FY2025; external boards (Thunderbird; former Flutter) show no disclosed interlocks with CGC operations .
- Shareholder signals: 2024 say‑on‑pay approval at ~79.45% suggests investor acceptance but room for improvement in executive pay design; as Chair and CGCN member, Lazzarato is central to responding to shareholder feedback .
RED FLAGS: None disclosed regarding attendance, pledging, related-party transactions, indebtedness, or option repricing. Director equity is time-based (typical for governance), not performance‑linked; investors should look to overall pay‑versus‑performance outcomes for executives (subject to CGCN oversight) .