Joe Bayern
About Joe Bayern
Independent director of Canopy Growth Corporation (CGC), elected October 10, 2025; previously served as Board Observer starting April 1, 2025. Veteran consumer products and cannabis operator with turnaround and growth credentials across Snapple, Cadbury/Dr Pepper, Voss Water, Indus Holdings, Curaleaf, and Glorious Cannabis. Location: St. James, New York. No age or formal education disclosed in the proxy; independence affirmed by the Board under Nasdaq and NI 52-110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glorious Cannabis Company (GCC MSO Management LLC) | Chief Executive Officer | Oct 2023 – Oct 2024 | Led operations in MI and MA; post-departure, court appointed receiver for GCC-related entities on Feb 14, 2025 . |
| Curaleaf Holdings, Inc. | President; Chief Executive Officer | Dec 2019 – Dec 2020 (President); Jan 2021 – May 2022 (CEO); exec officer through Jan 2023 | Led large U.S. MSO; operational leadership in cannabis sector . |
| Indus Holdings, Inc. (CA cannabis start-up) | President | Jan 2019 – Dec 2019 | Helped raise $40M; completed go-public listing on CSE . |
| Voss of Norway | Chief Operating Officer; Chief Executive Officer | Jan 2011 – Dec 2017 (COO); Dec 2017 – Nov 2018 (CEO) | Grew revenues from $25M to $100M; raised growth capital; executed partial sale to strategic buyer . |
| Cadbury Schweppes (global/U.S. strategy) | Head of Global Strategy; U.S. Beverage Strategy | Sep 2003 – Aug 2006 (Global Strategy); Aug 2006 – Nov 2007 (U.S. beverage) | Contributed to pure-play confectionary transformation; subsequent Kraft acquisition; formation of Dr Pepper Snapple Group . |
| Snapple Beverage Group (Triarc) | Executive team member (turnaround) | Dec 1997 – Aug 2003 | Part of turnaround team; Triarc flipped Snapple from $300M purchase to $1.4B sale to Cadbury . |
| Deloitte LLP | Senior Manager, Management Consulting | ~1985 – 1997 | Various accounting and consulting roles (12 years prior to Snapple) . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Other public company boards | — | None disclosed | Proxy lists N/A for “Other Public Company Boards” for Bayern . |
Board Governance
- Status: Independent director; elected by shareholders with 35,899,799 votes for, 2,738,353 against; broker non-votes 41,333,472 .
- Committee assignment: Proposed member of Corporate Governance, Compensation and Nominating (CGCN) Committee; no chair role disclosed .
- Board structure: Standing committees are Audit and CGCN; current committee chairs (as of proxy) were Audit—Willy Kruh; CGCN—Theresa Yanofsky; charters posted online .
- Attendance: In Fiscal 2025, Board met 24 times; Audit 4; CGCN 5. Aggregate attendance 97.9% for Board, 100% for Audit and CGCN; each director ≥91%; Bayern did not serve during FY2025, so no individual attendance disclosed .
- Independence practice: Independent directors hold in-camera sessions each quarterly meeting; non-independent director excused post-business .
Fixed Compensation
Director compensation framework (Fiscal 2025):
| Component | Annual Amount (USD) |
|---|---|
| Chair cash retainer | $156,398 |
| Board member cash retainer | $104,265 |
| Committee chair fee | $20,853 |
| Committee member fee | $10,427 |
| Annual equity grant – Chair (RSUs) | $156,398 grant-date fair value |
| Annual equity grant – Non-chair (RSUs) | $104,265 grant-date fair value |
- RSU vest schedule: Generally in four equal quarterly installments beginning on the last trading day of the first quarter after grant .
- DSU program: Directors may elect 0–100% of cash fees as DSUs; DSUs vest immediately unless otherwise specified; settlement in shares or cash at FMV on settlement date .
Performance Compensation
For non-employee directors, equity is time-based; no performance metrics disclosed for director awards.
| Equity Instrument | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| RSUs (annual grants) | 4 equal quarterly tranches | None disclosed | Grant-date fair value as per ASC 718; vesting cadence specified . |
| DSUs (elected portion of fees) | Immediate vest (unless otherwise set) | None disclosed | Cash/share settlement at FMV; election timing rules apply . |
NEO performance metrics (Adjusted EBITDA, Net revenue, Individual objectives, Relative TSR) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Curaleaf | Former President/CEO | No current board role disclosed; no CGC related-party transactions disclosed involving Bayern . |
Expertise & Qualifications
- Skills matrix marks: Retail/consumer products, CPA designation, public company executive experience, executive compensation, international business, M&A, finance/capital markets, legal/regulatory, HR/labor, marketing, operations, information technology .
Equity Ownership
| Holder | Shares | RSUs | Options | Percent of Class | As-of Date |
|---|---|---|---|---|---|
| Joe Bayern | — | — | — | — | Aug 1, 2025 |
- Director stock ownership guideline: 2.5× annual cash board retainer within 5 years; share interests include shares and RSUs .
- Implied guideline value for standard board retainer: ≈$260,663 (2.5 × $104,265) based on FY2025 program .
Insider Filings
| Filing | Date | Detail |
|---|---|---|
| Power of Attorney for Section 16 filings | Oct 14, 2025 | Executed by Joseph Bayern authorizing company counsel/officers to file Forms 3, 4, 5 on his behalf . |
Governance Assessment
-
Positives:
- Independent status affirmed; board conducts regular in-camera sessions among independents .
- Strong shareholder support at election (92.9% “For” among votes cast excluding broker non-votes) indicating investor confidence in his appointment .
- Deep operator experience in consumer and cannabis; broad skills coverage including finance, M&A, and executive compensation—useful for CGCN committee work .
- Director compensation structure mixes cash and equity with quarterly RSU vesting; optional DSUs enhance alignment .
- Clear ownership guidelines (2.5× retainer within 5 years) to drive alignment over time .
-
Watch items / RED FLAGS:
- No beneficial ownership as of Aug 1, 2025; early in tenure and within accumulation window, but monitor progression toward guideline compliance .
- Post-departure receivership for entities related to Glorious Cannabis (Feb 2025) may raise diligence questions about prior oversight at that company; no sanctions against Bayern disclosed, but monitor for developments .
- Committee assignment limited to proposed CGCN membership; no Audit Committee role—ensure adequate financial oversight coverage elsewhere .
-
Shareholder sentiment signals:
- 2025 Say-on-Pay approved (31.7M For; 5.8M Against; 1.16M Abstain; 41.3M broker non-votes), reducing near-term governance friction risk .
-
Related-party/transactions:
- No related-party transactions involving Bayern disclosed; no hedging/pledging disclosures tied to him; continue to review future proxies and 8-Ks .