Shan Atkins
About Shan Atkins
M. Shan Atkins (Orlando, Florida) is an independent director at Canopy Growth, appointed August 6, 2025; she serves on the Audit Committee and is designated an SEC “audit committee financial expert.” Her background includes Bain & Company (consumer/retail practice partner) and a C‑suite role at a Fortune 15 public retailer leading a multi‑billion‑dollar business unit; director credentials include ICD.D and NACD.DC. She was a board observer at Canopy Growth starting April 1, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Partner, Consumer & Retail practice | Not disclosed | Strategy development/execution for major retailers |
| Fortune 15 public retailer | C‑suite executive; led multi‑billion‑dollar business unit | Not disclosed | Retail strategy/operations leadership |
| LSC Communications, Inc. | Director | 2016–2021 | Company filed Chapter 11 on April 13, 2020; assets sold Dec 2020 |
| SunOpta, Inc. | Director | 2014–2019 | Not disclosed |
| Aurora Cannabis, Inc. | Director | 2019–2023 | Canadian cannabis competitor |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| Darden Restaurants | NYSE: DRI | Director | Since 2014 | Chairs Audit; member Governance & Nominating |
| SpartanNash | NASDAQ: SPTN | Director | Since 2003 | Chairs Audit; member Compensation |
Board Governance
- Committee assignments at CGC: Audit Committee member; not on CGCN (Corporate Governance, Compensation & Nominating) Committee.
- Independence: Board determined Ms. Atkins is independent under Nasdaq Rule 5605(a)(2) and NI 52‑110; she is also an audit committee financial expert.
- Attendance: Fiscal 2025 individual attendance for Atkins is N/A (she joined after FY2025); Board met 24 times; Audit 4; CGCN 5; aggregate current directors’ attendance 97.9% (Board), 100% (Audit, CGCN), with each director ≥91% overall.
- Skills matrix highlights for Atkins: Canadian cannabis industry, retail/consumer products, public board experience, CPA designation, corporate governance, executive compensation, international, M&A, operations; not flagged for finance/capital markets, legal/regulatory, HR/labor, marketing, IT.
- Mandatory retirement age policy: Directors retire at 75; exceptions possible via CGCN recommendation.
Fixed Compensation
Director compensation program (Fiscal 2025) for non‑employee directors:
| Component | Annual Amount (USD) |
|---|---|
| Board Chair retainer (cash) | $156,398 |
| Board member retainer (cash) | $104,265 |
| Annual RSU grant – Chair | $156,398 |
| Annual RSU grant – non‑Chair | $104,265 |
| Committee Chair fee (cash) | $20,853 |
| Committee member fee (cash) | $10,427 |
Notes:
- RSUs generally vest in four equal quarterly installments, beginning on the last trading day of the first quarter after grant.
- Program is assessed annually by CGCN; amounts shown converted using C$1.00 = US$0.6951 for FY2025 disclosures.
Performance Compensation
- Director equity is service‑based RSUs; no performance conditions disclosed for director awards (vest quarterly as noted).
- DSU program available: directors may elect 0–100% of cash director fees into DSUs; election deadlines (Dec 31 prior year or within 30 days for newly appointed non‑U.S. taxpayers); DSUs settle in shares or cash at fair market value at settlement.
Performance metrics (directors):
| Metric | Applies to Director Equity? | Detail |
|---|---|---|
| Adjusted EBITDA | N/A | Director RSUs are service‑based, not performance‑based |
| Net Revenue | N/A | Director RSUs are service‑based, not performance‑based |
| Relative TSR | N/A | Director RSUs are service‑based, not performance‑based |
| Individual Objectives | N/A | Director RSUs are service‑based, not performance‑based |
Other Directorships & Interlocks
- Current public boards: Darden Restaurants (DRI) and SpartanNash (SPTN) with audit chair roles; governance/compensation committee service respectively.
- Prior cannabis exposure: Aurora Cannabis director (2019–2023), a competitor to CGC; mitigated by departure before CGC appointment.
- Bankruptcy exposure: LSC Communications director during Chapter 11 (filed April 13, 2020).
Expertise & Qualifications
- Audit committee financial expert; CPA designation.
- Deep retail strategy/operations, consumer goods, wholesale distribution, cybersecurity oversight, accounting and finance; experience across U.S./Canada.
- Recognized in 2025 as one of the top 250 Directors in America by Wall Street Journal.
Equity Ownership
Beneficial ownership (as of August 1, 2025):
| Name | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Shan Atkins | — | — |
Shareholder Voting Support (2025 AGM)
Director election results (October 10, 2025 reconvened AGM):
| Director | Votes For | Votes Against | Broker Non‑Votes |
|---|---|---|---|
| Shan Atkins | 35,631,069 | 3,007,082 | 41,333,472 |
- Support rate for Atkins among votes cast (For ÷ (For + Against)): ~92.2% (derived from counts above).
Say‑on‑pay (NEO compensation) advisory vote (context for governance environment):
| Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|
| 31,703,479 | 5,776,826 | 1,157,744 | 41,333,472 |
Governance Assessment
- Independence and audit rigor: Atkins is independent and an SEC‑defined audit committee financial expert, strengthening financial reporting oversight; she serves on CGC’s Audit Committee.
- External audit leadership: Chairs audit committees at DRI and SPTN, indicating strong audit oversight experience transferable to CGC.
- Attendance culture: While her FY2025 attendance is N/A, CGC’s Board and key committees demonstrated high attendance (Board 97.9%; Audit/CGCN 100%), suggesting effective board processes she is entering into.
- Ownership alignment: No reported beneficial ownership as of Aug 1, 2025; equity alignment expected via RSUs/DSUs going forward, but initial “—” may be viewed as limited immediate skin‑in‑the‑game.
- Shareholder support: ~92% approval in election vote, signaling strong investor confidence at appointment.
- Red flags and mitigants:
- Prior bankruptcy involvement (LSC Communications director during Ch. 11) is a disclosure; not necessarily a governance fault, but a risk indicator to monitor.
- Prior directorship at Aurora Cannabis (competitor) ended in 2023; reduces current conflict risk at CGC.
- No related‑party transactions, hedging/pledging, or director‑specific pay anomalies disclosed for Atkins in available filings.