Jamie Dickson
About Jamie Dickson
Jamie Dickson serves as Chief Administrative Officer, Chief Compliance Officer, and Corporate Secretary of CLS Holdings USA, Inc. She was appointed Corporate Secretary on January 10, 2023 and has served as Chief Administrative Officer since September 15, 2022; prior to that she was Chief Administrative Officer of Serenity Wellness Centers LLC, a CLS subsidiary . Ms. Dickson entered into an employment agreement effective February 1, 2024, later amended June 12, 2024 to extend through May 31, 2028; her role includes oversight of administrative and compliance functions, and she receives a $160,000 base salary under the agreement . Age 45 was disclosed as of January 10, 2023; education history was not disclosed in the cited filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Serenity Wellness Centers LLC (CLS subsidiary) | Chief Administrative Officer | Prior to 2022 – 2022-09-15 (exact start not disclosed) | Administrative leadership for subsidiary operations |
External Roles
No external directorships or outside public company roles for Ms. Dickson were disclosed in the cited filings .
Fixed Compensation
Base Salary Terms (Employment Agreements)
- Base salary: $160,000 annually, effective February 1, 2024 (bonuses discretionary at CEO’s discretion) .
- Amended Employment Agreement effective June 12, 2024 extended term to May 31, 2028; base salary unchanged .
- Benefits: eligible to participate in company health insurance (company pays 90% of health insurance costs) and retirement savings plans .
- Salary continuation: up to 90 days if unable to work due to qualifying disability (once during the agreement term) .
Summary Compensation (Fixed Pay)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 125,248 | 145,149 |
Performance Compensation
Annual Bonus (Discretionary)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Cash Bonus ($) | 4,715 | 17,667 |
- Bonus determination is discretionary at the CEO’s discretion per employment agreement (no disclosed performance metric targets) .
Equity Awards
| Grant Date | Instrument | Quantity | Strike/Price | Vesting | Notes |
|---|---|---|---|---|---|
| 2024-02-01 | Stock Options | 750,000 | Exercise price = closing price on grant date | 1/36 monthly (20,833 per month) over 3 years | Accelerates to fully vested immediately prior to a Change in Control if then-employed |
| FY 2024 (proxy reporting) | Option Awards (ASC 718 fair value recognized in FY) | — | — | — | $2,034 recognized in FY 2024 summary comp |
Incentive Plan Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary bonus | Not disclosed | Not disclosed | Not disclosed | See bonus table above | N/A (cash) |
| Time-based options | N/A | N/A | N/A | N/A | 1/36 monthly; CoC acceleration |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Common Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| 2024-09-13 | 12,500 | 187,500 | 200,000 | <1% |
| 2025-05-01 | 12,500 | Not included (proxy excluded options due to anticipated plan cancellation upon reverse split approval) | 12,500 | <1% |
- Pledging: The 2025 proxy states, “to our knowledge, there are no pending arrangements, including any pledges by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company” .
- Ownership guidelines: No executive stock ownership guidelines or compliance status were disclosed in the cited filings .
- Liquidity cadence: Monthly option vesting of 20,833 shares from 2024-02-01 through 2027-01-31 could create periodic potential for sellable shares if in-the-money (vesting schedule per agreement) .
Employment Terms
| Term | Details |
|---|---|
| Roles | Chief Administrative Officer, Chief Compliance Officer, Corporate Secretary |
| Initial Agreement | Effective Feb 1, 2024; 3-year term ending Jan 31, 2027 |
| Amended Agreement | Effective Jun 12, 2024; term extended to May 31, 2028; all other terms remain |
| Base Salary | $160,000 annually (effective 2024-02-01) |
| Non-Compete/NDA | Non-compete through term and 1 year post-termination; confidentiality and work-product assignment obligations remain (original agreements dated April 27, 2022) |
| Health/Retirement | Eligible; company pays 90% of health insurance costs |
| Disability Salary Continuation | Up to 90 days once during agreement term |
| Change-in-Control (CIC) Acceleration | Options fully vest immediately prior to a Change in Control if employed at that time |
| Golden Parachute (CIC Severance) | If terminated without cause or resigns for good reason within 12 months following a Change in Control: payment equals four times base salary in effect immediately prior to termination, plus any deferred compensation credited, plus the value of all stock options held at termination, plus legal fees |
| CIC Definition (Summary) | Includes beneficial ownership >50% voting power; merger/consolidation approval; plan of complete liquidation; sale of all or substantially all assets, among other triggers as defined |
| Golden Parachute Term | In effect through Feb 28, 2028; extends 12 months beyond a CIC if it occurs before expiration |
Compensation Structure Analysis
- Pay mix: Primarily cash salary plus time-based options; bonuses are discretionary rather than tied to formulaic financial metrics (no disclosed revenue/EBITDA/TSR gates) .
- Shift/modifications: June 2024 amendment extended term to 2028 and added a Golden Parachute Agreement; base salary unchanged .
- CIC economics: Notably protective CIC formula includes 4x base salary, deferred comp, and option value, with option vesting acceleration pre-CIC while employed .
- Plan uncertainty: 2025 proxy indicates the equity incentive plan “will be cancelled if the reverse stock split is approved,” and therefore excludes vested options from the ownership table, introducing uncertainty to option economics .
Performance & Track Record
- Internal progression: Appointed Corporate Secretary on January 10, 2023; serving as Chief Administrative Officer since September 15, 2022; previously CAO for Serenity Wellness Centers LLC (CLS subsidiary) .
- No specific individual performance metrics or outcomes (TSR, revenue, EBITDA) tied to Ms. Dickson’s pay were disclosed in the cited filings .
Compensation Committee and Plan Administration
- The 2024 Equity Incentive Plan provides for options, restricted stock, and other stock-based awards; administered by directors David Zelinger and Ross Silver .
- Board independence context: Two independent directors (Ross Silver and David Zelinger) serve on the Audit and Compensation Committees; no “audit committee financial expert” identified .
Investment Implications
- Retention through strategic events: The Golden Parachute includes a sizable CIC payout (4x base salary plus option value and deferred comp) and immediate option vesting before a CIC, which strongly encourages retention through a transaction and may create material CIC costs for acquirers .
- Alignment and liquidity cadence: Beneficial ownership is small (<1%) with monthly time-based vesting of options (20,833/month), creating regular potential liquidity events if options are in-the-money; no pledging disclosures noted, which reduces alignment risk from collateralization .
- Plan risk to equity incentives: The 2025 proxy signals potential cancellation of the equity incentive plan contingent on reverse split approval, which could affect the realizable value and mechanics of outstanding equity awards .
- Pay-for-performance visibility: Bonuses are discretionary and not formulaic; there are no disclosed financial performance targets in her incentive structure, limiting direct pay-for-performance linkage .