Luc Mongeau
About Luc Mongeau
Luc Mongeau, 58, is CEO of Canopy Growth (CGC) and a director; he joined the Board on February 7, 2024, and became CEO on January 6, 2025 . He brings 25+ years in North American CPG leadership (Weston Foods, Mars/Mars Petcare) and most recently served as CEO of eSolutions Furniture (Sep 2022–Jan 2025); he holds a B.Sc. (Université de Sherbrooke), an MBA (Ivey/Western University), and completed executive education at Harvard Business School . FY25 incentive design tied management bonuses to Adjusted EBITDA, Revenue, and corporate objectives; the company paid out 77.6% of target amid below-target financials (17.6% of Revenue target; 29.3% of Adjusted EBITDA target) but superior corporate objectives performance; FY25 Adjusted EBITDA was C$(23.5) million, and FY25 PSU program achieved 109% (company-level metrics) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| eSolutions Furniture Inc. | Chief Executive Officer | Sep 2022 – Jan 2025 | Led a North American e-commerce furniture platform; senior operating leadership experience brought to CGC . |
| Weston Foods Inc. | President | Sep 2017 – Mar 2022 | Led a leading provider of baked products in North America; transformation and operational excellence background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Canopy Growth Corporation | Director | Feb 7, 2024 – present | Board attendance 24/24 in FY25; previously on CGCN Committee (exited Nov 2024) . |
| Canopy USA (subsidiary governance) | Chairman, Board of Managers | As CEO role mandate | CEO will serve as Chairman of the Board of Managers for Canopy USA, supporting synergies and profitability . |
| Other public company boards | — | — | None disclosed . |
Board Governance
- Board service history and roles: Board observer early 2023; appointed director Feb 7, 2024; appointed CEO effective Jan 6, 2025; removed from CGCN Committee at appointment and remained on the Board .
- Committee roles: Served on CGCN Committee as director prior to CEO appointment; exited November 2024; CGCN attendance 4/4 in FY25 .
- Attendance: Board 24/24 meetings in FY25 .
- Dual-role implications: As sitting CEO and director, he is not independent and was removed from the CGCN Committee upon CEO appointment to maintain governance standards; compensation design and CEO evaluation overseen by independent CGCN Committee with Mercer as advisor .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | C$975,000 per year | |
| Target annual bonus (STI) | 100% of base; payout range 0–200% of target, based on financial/operational/strategic and individual objectives approved by Board/CGCN | |
| LTI Target | 300% of base salary; mix may include Options, RSUs, PSUs; ratio at CGCN discretion (historically 50% Options / 50% RSUs for CEO) | |
| Car allowance | C$1,875 per month |
Performance Compensation
FY25 STIP (Short-Term Incentive) Framework and Outcomes
| Metric | Weighting | Achievement vs target | Weight × Achievement | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | 45% | 29.3% | 13.2% | Adjusted EBITDA definition provided; FY25 result C$(23,504)k . |
| Revenue | 25% | 17.6% | 4.4% | — |
| Other corporate objectives | 30% | 200% | 60.0% | Cash management, NPD, international sourcing achieved at superior level . |
| Total payout factor | 100% | — | 77.6% | Company-wide factor applied; designed to balance financial underperformance and strategic execution . |
| Executive | Target bonus (% salary) | FY25 payout factor | Actual FY25 cash bonus (USD) |
|---|---|---|---|
| Luc Mongeau (CEO) | 100% | 77.6% | $122,460 (prorated from Jan 6, 2025 start; paid Jul 11, 2025) |
Long-Term Incentives and Vesting
| Grant | Date | Instrument | Size | Exercise/Strike | Vesting | Expiration/Term |
|---|---|---|---|---|---|---|
| CEO sign-on grant | Feb 11, 2025 | Stock Options | 225,000 | US$2.43 | 1/3 each on Feb 11, 2026/2027/2028 | 3-year term (grant to 2028) |
| CEO sign-on grant | Feb 11, 2025 | RSUs | 50,000 | — | 1/3 each on Feb 11, 2026/2027/2028 | — |
| Director annual grant (pre-CEO) | Jun 10, 2024 | RSUs | 14,360 | — | Equal tranches on last trading day of each fiscal quarter | — |
LTI program target: 300% of base salary annually; mix and form (Options/RSUs/PSUs) at CGCN discretion; sign-on awards are in addition to annual LTI .
PSU Performance Framework (Company-Level Reference)
| Fiscal PSU Target Set | Threshold (0.5x) | Target (1.0x) | Maximum (1.5x) | FY25 Achievement |
|---|---|---|---|---|
| FY25 Adjusted EBITDA target levels (C$000s) | (100,000) | (50,000) | 100,000 | 109% |
| Cumulative (FY23–FY25) PSU Target Set | Threshold (0.5x) | Target (1.0x) | Maximum (1.5x) | FY23–25 Grant Achievement |
|---|---|---|---|---|
| Adjusted EBITDA levels (C$000s) | (675,000) | (450,000) | (123,000) | 103% |
Equity Ownership & Alignment
| Holding type | Amount |
|---|---|
| Common shares owned | 7,687 |
| RSUs outstanding | 777,212 |
| Options outstanding | 1,137,733 |
- Ownership and alignment policies: CEO stock ownership guideline equals 5× base salary; NEOs 3×; hedging of company securities is restricted under trading guidelines; the Omnibus Plan includes a broad clawback (misconduct, harm, restatement, etc.); a standalone SEC-compliant clawback policy was adopted/updated in FY25 .
- Pledging: The cited risk-mitigation section restricts hedging; no specific pledging language is referenced in the cited excerpt .
Employment Terms
| Term | Provision |
|---|---|
| Start date as CEO | January 6, 2025 |
| Reporting | Reports to Board; also Chairs Canopy USA Board of Managers |
| Severance (termination without cause / resignation for good reason) | Lump sum equal to 18 months’ base salary; plus 150% of average actual annual STI of prior two years; benefits continuation per employment standards (proxy summary) . The 8-K describes 18 months’ salary or statutory minimum, plus 1.5× average STI, plus continuation of benefits for two years, plus any statutory severance; payments above statutory entitlements require a release . |
| Restrictive covenants | Non-compete and non-solicitation for 18 months post-termination |
| Equity participation | Eligible for annual LTI ≥300% of salary in Options/RSUs/PSUs or other plan awards |
| Other compensation | Monthly car allowance C$1,875 |
Note: The proxy summary (Aug 7, 2025) and the 8-K (Nov 26, 2024) differ regarding benefits continuation (statutory minimum vs two years). The executed Employment Agreement (Ex. 10.1) governs; see 8-K Exhibit reference .
Compensation Structure and Governance
- Target pay positioning: NEO total target direct compensation set by reference to 50th percentile of relevant public peers (Canadian consumer and U.S. CPG/pharma dual peer groups), with heavier weighting to long-term equity .
- Committee independence and process: CGCN Committee composed entirely of independent directors under Nasdaq and NI 52-110; oversees CEO goals, evaluations, and pay decisions, advised by independent consultant Mercer .
- Say-on-pay: 2024 AGM support of approximately 79.45% .
Board Director Compensation (pre-CEO)
| Component | FY25 Director Grant |
|---|---|
| RSUs (board service) | 14,360 RSUs granted June 10, 2024; vest ratably on last trading day of each fiscal quarter |
Risk Indicators and Red Flags
- FY25 financial performance under pressure (company-wide): FY25 Adjusted EBITDA C$(23.5) million; 3-year cumulative Adjusted EBITDA C$(432.1) million; however PSU frameworks showed >100% achievement vs set targets for FY25 and FY23–FY25 cycles .
- Balanced bonus outcome: FY25 STI funded at 77.6% of target despite financial underperformance due to superior corporate objectives execution—this structure can temper downside sensitivity of pay-to-financials in volatile environments .
- Governance mitigants: Hedging restrictions, robust clawback policies, capped STI payouts, multi-year vesting, and ownership guidelines (5× CEO) .
Compensation & Incentive Detail (Quick Reference)
| Item | Value |
|---|---|
| Base salary | C$975,000 |
| Target STI | 100% of salary; payout up to 200% |
| FY25 bonus paid (actual) | $122,460 USD (prorated for partial year) |
| LTI target | 300% of salary |
| Sign-on equity | 225,000 Options @ US$2.43; 50,000 RSUs; 1/3 vesting annually 2026–2028; options 3-year term |
| Ownership (as disclosed) | 7,687 shares; 777,212 RSUs; 1,137,733 options |
| Car allowance | C$1,875/month |
| Severance (no cause/good reason) | 18 months’ salary + 1.5× avg STI; benefits continuation (see notes) |
| Non-compete / non-solicit | 18 months post-termination |
Investment Implications
- Alignment and unlocks: High equity weighting (300% LTI target) and sizable outstanding RSUs/options indicate strong equity exposure; sign-on grants vest 1/3 annually starting Feb 11, 2026, creating identifiable potential supply windows and alignment incentives through 2028 .
- Pay-for-performance calibration: FY25 STI funding at 77.6% despite under-target revenue/EBITDA reflects formulaic weighting to strategic objectives; future payouts will be sensitive to execution on profitability and growth, with PSU frameworks capable of >100% payouts when targets are calibrated in volatile markets .
- Retention and protection: Severance of 18 months’ salary plus 1.5× average bonus and 18-month non-compete reduce near-term departure risk; benefit continuation terms should be confirmed against the executed agreement due to disclosure differences (proxy vs 8-K) .
- Governance quality: Removal from CGCN upon CEO appointment, independent committee oversight, Mercer involvement, ownership guidelines (5× salary), hedging ban, and enhanced clawback suggest shareholder-aligned controls; 2024 say-on-pay support at ~79% is acceptable but not overwhelming, implying continued scrutiny on results vs pay .