Tom Stewart
About Tom Stewart
Thomas “Tom” Stewart, age 43, is Chief Financial Officer and Chief Accounting Officer of Canopy Growth Corporation (CGC). He became interim CFO on July 9, 2025 and was appointed permanent CFO on September 17, 2025 after serving as VP Finance (Aug 2023–Jul 2025) and Chief Accounting Officer (Apr 2019–Aug 2023) . Stewart previously spent 10+ years at Constellation Brands, most recently Senior Director, Global Accounting, and began his career at PwC; he holds a B.S. in Accounting (SUNY Geneseo) and is a New York CPA, bringing deep U.S. GAAP expertise . During FY2025, while on CGC’s senior finance leadership team, CGC improved consolidated gross margin by 300 bps and Canada Cannabis gross margin by 700 bps vs. FY2024, reduced SG&A ex-divestitures by 18%, cut total debt by C$293mm (~49%), and lowered annual interest by ~$33mm, as part of ongoing balance sheet strengthening; Stewart also “helped lead” stabilization, expense reduction, and liquidity initiatives via debt repayment and ATM programs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Canopy Growth | CFO (Permanent) | Sep 17, 2025–Present | Oversees all finance, reporting to CEO; eligible for STI 75% target and annual LTI at 200% of base; tasked with operational discipline and capital allocation . |
| Canopy Growth | Interim CFO | Jul 9, 2025–Sep 17, 2025 | Interim stipend and prorated FY26 STI; continuity of financial leadership during CFO transition . |
| Canopy Growth | VP, Finance | Aug 2023–Jul 2025 | Led external reporting, technical accounting, close, tax, FP&A, commercial and operations finance . |
| Canopy Growth | Chief Accounting Officer | Apr 2019–Aug 2023 | Led accounting and reporting transformation as CGC restructured and pursued profitability . |
| Constellation Brands | Sr. Director, Global Accounting | Jun 2018–Apr 2019 | Senior finance leadership in global accounting; CPG finance rigor brought to CGC . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Auditor (early career) | Not disclosed (pre-Constellation) | Foundation in audit and controls; U.S. GAAP expertise . |
| Constellation Brands | Various finance roles → Sr. Director, Global Accounting | ~10+ years, last role Jun 2018–Apr 2019 | Scaled public-company finance capabilities; global accounting leadership . |
Fixed Compensation
| Component | Terms | Amount/Rate | Notes |
|---|---|---|---|
| Base Salary (Permanent CFO) | Effective Sep 17, 2025 | US$375,000 per year | Reviewed annually; 2026 merit cycle contemplated +5% subject to Board approval . |
| Interim CFO Stipend | Effective Jul 9, 2025 until permanent CFO | US$7,500 per month | Paid on the schedule below; prorates STI calc during interim service . |
| FY26 STI Target Basis (Interim period) | FY26 STI calc at 75% of base + stipend (prorated for interim period) | 75% of (base + stipend) | Prorated based on time in interim role . |
| Health Benefits | Eligible Day 1 in role | Not quantified | Company plan; terms subject to change . |
| Vacation | Annual entitlement | 5 weeks per year | Prorated first year; 10-day carryover cap . |
| Tax Preparation | Canadian tax prep services | Provided during employment | No tax equalization; employee pays taxes due . |
| Work Location | Primary | USA – New York | Travel to Canada/US facilities as needed . |
Interim stipend payout schedule (explicit dates):
| Work period | Payment date | Amount |
|---|---|---|
| Jul 9–Aug 9, 2025 | Aug 22, 2025 | US$7,500 |
| Aug 10–Sep 9, 2025 | Sep 19, 2025 | US$7,500 |
| Sep 10–Oct 9, 2025 | Oct 17, 2025 | US$7,500 |
Performance Compensation
Short-Term Incentive (STI) – Permanent CFO:
| Item | Detail |
|---|---|
| Target | 75% of base salary; payout range 0–2x target based on mutually developed financial, operational, strategic, and individual objectives approved by Board . |
| Performance Period | Fiscal year |
| Notes | For FY26, interim service prorated per interim letter; thereafter per Employment Agreement . |
Company STI context (FY2025 program design and outcomes):
- CGC paid NEO bonuses at 77.6% of target for FY2025, reflecting achievement against Adjusted EBITDA and revenue targets plus corporate priorities (cash management, innovation, international sourcing) .
- This illustrates enterprise metric usage (Adjusted EBITDA and revenue) in practice; Stewart’s own STI metrics for FY2026 are set “mutually” and not individually disclosed .
Long-Term Incentive (LTI):
| Item | Detail |
|---|---|
| Annual LTI Eligibility | At least once per fiscal year, grant with grant-date fair value equal to 200% of base salary; mix of Options, RSUs, PSUs at Board discretion under Incentive Plan . |
| One-Time Equity Award (upon CFO appointment) | US$500,000 total: 50% RSUs and 50% Options, number determined by Fair Market Value (FMV) on grant date; Options exercise price = FMV . |
| Vesting (One-Time Award) | RSUs and Options vest in three equal annual tranches on the 1st, 2nd, 3rd anniversaries of grant; Options term 6 years . |
| Forfeiture/Timing | Grant upon next open trading window subject to Board approval; unissued/unvested portions do not vest during notice periods upon termination per agreement . |
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Executive Share Ownership Guidelines (CFO) | 3x base salary to be achieved within 5 years and maintained thereafter . |
| Hedging Policy | Directors and executives prohibited from hedging transactions (e.g., collars, swaps, exchange funds) that offset economic exposure to CGC securities . |
| Pledging | No explicit pledging prohibition disclosed in reviewed sections; not otherwise disclosed . |
| Beneficial Ownership | Tom Stewart’s individual share/option holdings not disclosed in the FY2025 proxy table of beneficial owners; proxy lists NEOs and directors but not Stewart’s specific holdings as of Aug 1, 2025 . |
Note: CGC’s insider trading policy includes pre-clearance for Reporting Insiders and blackout compliance, reinforcing alignment and trading controls .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Status | At-will; effective as CFO on Sep 17, 2025 . |
| Severance – Without Cause | 18 months’ base salary (lump sum or salary continuance at Company’s discretion); plus lump-sum 150% of the average actual STI paid over prior two years; COBRA premium reimbursement differential up to 18 months; PSU vesting at actual performance for years already certified . |
| Cause | Termination without further liability under enumerated cause definitions . |
| Non-Compete | 18 months post-termination; restricted to counties where services performed during last 12 months and any county where CGC does business; broad definition of “Perform Services” . |
| Non-Solicit (Employees; Customers/Suppliers) | 18 months post-termination; scope includes prohibitions on inducing employees/contractors and interfering with customer/supplier relationships, subject to NY law . |
| IP/Confidentiality | Separate IP and Confidential Information Agreement; trade secrets protections and assignment of developments; New York law governs . |
| Ownership Plan | Participation in Amended & Restated Omnibus Equity Incentive Plan . |
| Stock Ownership Guidelines Compliance Window | 5-year accumulation period for CFO 3x base salary requirement . |
| Clawback | Updated Clawback Policy clarifies methods of recoupment, provides transition mechanics if fiscal year changes, and grants Board discretion on enforcement; applies to executives/officers/senior management and policy-making persons . |
Performance Compensation Detail (Mechanics)
| Metric/Vehicle | Weighting | Target | Payout Range | Vesting |
|---|---|---|---|---|
| STI (Annual cash) | Not disclosed | 75% of base salary | 0–2x target | Annual (post Board certification) . |
| LTI – Annual | Board-determined mix | 200% of base salary (grant-date FMV) | N/A | Per award terms under Incentive Plan . |
| One-Time RSUs | 50% of US$500k | $250k/FMVs | N/A | 1/3 each on 1st, 2nd, 3rd anniversaries . |
| One-Time Options | 50% of US$500k | $250k/FMVs; strike = FMV | N/A | 1/3 each on 1st, 2nd, 3rd anniversaries; 6-year term . |
FMVs = Fair Market Value per Incentive Plan on grant date .
Additional Context and Signals
- Role evolution and continuity: Stewart’s progression from CAO to VP Finance to CFO underscores institutional knowledge in CGC’s financial operations and reporting, likely reducing transition risk in the finance function .
- FY2025 operating progress: Margin expansion, debt reduction, and lower interest burden provide context for FY2026 STI objectives and potential LTI value realization, aligning finance leadership with balance sheet discipline and profitability goals .
- Public disclosure cadence: The interim stipend was explicitly scheduled and prorated, indicating transparency on temporary compensation during succession, while the one-time equity award’s precise grant date will occur in the first open window post-appointment, deferring exact share counts until Board approval .
Investment Implications
- Alignment and retention: The CFO’s pay mix is materially performance-based (STI at 75% of base; annual LTI at 200% of base) plus a three-year vesting one-time grant (US$500k), which should support retention and tie outcomes to multi-year execution and share performance .
- Potential selling/overhang windows: The one-time RSU/Option award vests in equal tranches on the first three anniversaries of grant; such scheduled vestings create periodic liquidity windows that can affect insider selling pressure and float, depending on trading policy clearances and market conditions .
- Downside protection vs. pay-for-performance: Without-cause severance of 18 months’ base plus 150% of average prior two-year STI and COBRA support provides meaningful downside protection; PSUs (if any outstanding) vest only for certified performance years, preserving performance linkage .
- Ownership discipline and trading controls: 3x salary ownership guideline for CFO and anti-hedging rules drive direct exposure to equity performance and limit risk-mitigating strategies that could misalign incentives .
- Execution focus: Company disclosures emphasize operational discipline, cost control, debt repayment, and liquidity strengthening—areas directly under CFO purview—which, if continued, can support KPI achievement for STI/LTI metrics and valuation repair in a volatile sector .
Overall, Stewart’s contract and incentive structure emphasize execution and multi-year value creation with retention mechanisms and governance safeguards, while severance terms buffer transition risk; upcoming vesting tranches and share ownership guidelines are the key levers to monitor for alignment and potential trading dynamics .