Theresa Yanofsky
About Theresa Yanofsky
Theresa Yanofsky, age 68, is an independent director of Canopy Growth Corporation (CGC) since March 31, 2020. She chairs the Corporate Governance, Compensation and Nominating (CGCN) Committee and serves on the Audit Committee; she attended 100% of her Board and committee meetings in Fiscal 2025 (Board: 24/24; Audit: 4/4; CGCN: 5/5). Yanofsky’s background includes senior retail leadership roles at Sephora Canada (Senior Vice-President, General Manager, 2015–March 2020) and L Brands/Bath & Body Works Canada (Country Manager), and current board roles at Goodfood Market Corp. (TSX), Reitmans (Canada) Ltd. (TSX), and Purolator Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sephora Canada | Senior Vice-President, General Manager | 2015–March 2020 | Led growth and operational execution across Canadian retail footprint |
| L Brands – Bath & Body Works Canada | Country Manager | Not disclosed | Retail operations and brand management leadership |
External Roles
| Organization | Role | Tenure | Listing/Status | Committee Roles (if disclosed) |
|---|---|---|---|---|
| Goodfood Market Corp. | Director | Since July 2019 | TSX-listed | Not disclosed |
| Reitmans (Canada) Ltd. | Director | Since August 2019 | TSX-listed | Not disclosed |
| Purolator Inc. | Director | Since April 2022 | Private logistics provider | Not disclosed |
Board Governance
- Committee assignments: Chair, CGCN Committee; Member, Audit Committee .
- Audit Committee report signatory: Yanofsky co-signed the 2025 Audit Committee Report, evidencing active oversight of reporting, controls, and auditor independence .
- Independence: The Board determined Yanofsky is independent under Nasdaq Rule 5605(a)(2) and NI 52-110; the Board maintained majority independence with regular “in camera” sessions of independent directors after quarterly meetings .
- Attendance: Fiscal 2025 Board met 24 times; Audit 4; CGCN 5; Yanofsky attended 24/24, 4/4, 5/5 respectively; all directors attended the 2024 AGM .
- Committee chair responsibilities: Chairs set agendas, lead committees, and liaise with the Board and Chair to optimize effectiveness; charters available on the company website .
- Committee composition changes: Upon CEO appointment (Nov 26, 2024; effective Jan 6, 2025), Luc Mongeau exited the CGCN Committee .
Fixed Compensation
| Fiscal 2025 Director Compensation Program | Annual Amount (US$) |
|---|---|
| Chair of the Board cash retainer | $156,398 (C$225,000) |
| Board member cash retainer | $104,265 (C$150,000) |
| Committee Chair cash retainer | $20,853 (C$30,000) |
| Committee Member cash retainer | $10,427 (C$15,000) |
| Annual equity grant – Board Chair (RSUs) | $156,398 (C$225,000) |
| Annual equity grant – Non-Chair Board Member (RSUs) | $104,265 (C$150,000) |
| RSU vesting | Four equal quarterly installments beginning the quarter after grant |
| Theresa Yanofsky – Fiscal 2025 | Amount (US$) |
|---|---|
| Fees earned or paid in cash | $135,545 |
| Stock awards (RSUs, grant-date fair value) | $108,992 |
| Total | $244,537 |
| Mix (cash % / equity %) | 55.4% / 44.6% (computed from above amounts) |
Notes: Stock award values per FASB ASC 718; RSUs granted at C$1.00 = US$0.7266 and vested as of March 31, 2025 .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based pay elements for directors | Not applicable; non-employee director equity is time-vested RSUs, no stated performance metrics |
| Compensation risk mitigations (board oversight) | Clawback policy in Omnibus Plan and standalone SEC-compliant clawback; hedging prohibited; independent external compensation consultant; director ownership guidelines |
| Equity plan guardrails (non-employee directors) | Max equity value of Options in one year C$100,000; max aggregate equity value of all share-settled awards C$150,000 per year |
Other Directorships & Interlocks
| Entity | Potential Interlock/Exposure | Disclosure |
|---|---|---|
| Purolator Inc. (logistics) | Possible vendor/customer to CGC | No related person transactions disclosed for FY2025; policy requires Audit Committee pre-approval/ratification |
| Goodfood Market Corp. | Consumer/online grocery | No conflicts disclosed |
| Reitmans (Canada) Ltd. | Apparel retail | Company underwent CCAA proceedings (2020–2022) while Yanofsky was a director; not a regulatory sanction on her; background context for network risk |
Expertise & Qualifications
- Over 30 years in global retail with strategic leadership and disciplined revenue growth orientation; senior management and public company governance experience .
- Current governance leadership: CGCN Committee Chair; Audit Committee member .
- Board qualifications emphasize retail operations and corporate governance oversight; specific education credentials for Yanofsky not disclosed in the proxy .
Equity Ownership
| Ownership Detail (as of Aug 1, 2025 unless noted) | Count |
|---|---|
| Shares held directly | 28,421 |
| RSUs outstanding | 55,939 |
| RSUs vesting within 60 days of Aug 1, 2025 (beneficially countable) | 18,646 |
| Options | 0 |
| Beneficial ownership (Shares + RSUs vesting ≤60 days) | 47,067 |
| Shares outstanding (denominator) | 239,849,225 |
| Ownership as % of class | <1% (exact: ~0.0196% computed from above) |
| Pledging/hedging | Hedging prohibited by trading guidelines; no pledging disclosed |
Governance Assessment
-
Strengths
- Independent director with 100% attendance and dual committee service; chairs CGCN, evidencing active governance leadership .
- Audit Committee signatory, participating in financial reporting and control oversight; auditor independence affirmed .
- Clear director ownership guidelines (2.5× annual cash board retainer) and robust clawback/anti-hedging policies align interests and mitigate risk .
- Director pay delivered via cash retainer plus time-vested RSUs with plan guardrails limiting annual director equity values .
-
Watch items / RED FLAGS
- External board at Reitmans during its CCAA restructuring (2020–2022); not a sanction on Yanofsky but signals exposure to distressed governance environments; monitor for cross-company influence and bandwidth .
- Individual ownership guideline compliance status not disclosed; total beneficial ownership is <1% of CGC; alignment via RSUs noted but precise guideline attainment unknown .
- No related party transactions involving Yanofsky disclosed for FY2025; continue monitoring as Purolator could be a logistics vendor in cannabis supply chains (not disclosed) .
-
Investor sentiment signal
- 2024 say‑on‑pay approval at ~79.45% indicates moderate support; CGCN Committee retained approach but continues to evaluate practices and stakeholder feedback .
Committee Composition Snapshot (Fiscal 2025)
| Director | Audit Committee | CGCN Committee |
|---|---|---|
| Theresa Yanofsky | Member | Chair |
Board Meetings & Executive Sessions
- Board met 24 times; Audit 4; CGCN 5; independent directors held “in camera” sessions after quarterly board meetings .
Related-Person Transaction Controls
- Policy updated May 28, 2025: CLO reviews, Audit Committee pre-approves or ratifies Item 404(a) transactions; directors abstain from votes where they have material interests. No material related-person transactions disclosed for FY2025 .