Elizabeth Seegar
About Elizabeth Seegar
Elizabeth Seegar is Vice President, Financial Planning & Analysis at Altria (ALCS), and an Altria-designated nominee to Cronos Group’s board since 2023. She is 47, a Certified Public Accountant, and holds an undergraduate business degree from Roanoke College (Finance and Accounting); she also serves on the Board of Trustees at the Virginia Museum of History and Culture . At Cronos, she is considered independent under NASDAQ rules but not independent under NI 58-101 due to Altria’s control of Cronos; she is not eligible for Audit Committee independence and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altria (ALCS) | Vice President, FP&A | 2003–present (various roles since 2003) | Oversees financial models, forecasting, accounting/reporting, analysis |
| Altria | Vice President, Corporate Audit | Prior role before FP&A | Oversaw internal audit and Sarbanes-Oxley compliance program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Museum of History & Culture | Board of Trustees | Current | Non-profit governance |
Board Governance
| Attribute | Details |
|---|---|
| Board seat | Director since 2023; Altria Nominee |
| Independence | Independent under NASDAQ (except Audit Committee); not independent under NI 58-101 due to Altria employment and Altria’s control (40.6%) |
| Committee memberships | Compensation Committee Member |
| Committee chair roles | None; Compensation Committee chaired by Jason Adler |
| Board leadership | Independent Lead Director: James Rudyk; executive sessions held at each regularly scheduled meeting; five executive sessions in 2024 |
| Attendance (2024) | Board held 5 meetings; each director attended all Board and applicable committee meetings; Compensation Committee held 6 meetings with 100% attendance by current members |
Committee Memberships (2025)
| Committee | Role |
|---|---|
| Audit Committee | Not a member (and not independent for audit purposes) |
| Compensation Committee | Member |
Attendance (2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 5 | 100% (for each director during their service period) |
| Compensation Committee | 6 | 100% (current members) |
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $0 | Directors who are employees of Altria do not receive compensation from Cronos for board service |
| Lead Director fee | $0 | Applicable only to non-employee directors; Lead Director receives $25,000 (Rudyk) |
| Committee chair fees | $0 | Applicable only to non-employee directors; $15,000 for Compensation Chair; $20,000 for Audit Chair |
| Meeting fees | None disclosed | Cash fees paid quarterly for non-employee directors; not applicable to Altria employees |
Performance Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Deferred Share Units (DSUs) | $0 | DSU grants ($150,000) apply only to non-employee directors; Seegar is an Altria employee |
| Equity awards (Omnibus/Option plans) | N/A | No equity awards granted to non-employee directors under Omnibus/Option plans in 2024; Seegar is not a non-employee director |
Compensation Program Performance Metrics (Context: NEOs)
| Metric (Most Important) |
|---|
| Adjusted EBITDA |
| Cronos Net Revenue |
| Cronos Adjusted EBITDA |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public-company boards | None disclosed in the 2025 proxy |
| Interlocks/affiliations | Altria Nominee; Altria beneficially owns ~40.6% of Cronos; four Altria Nominees sit on a seven-seat board per Investor Rights Agreement |
| Compensation Committee interlocks | Company discloses no Item 404 related-party relationships or interlocks among Compensation Committee members |
Expertise & Qualifications
- CPA with deep FP&A and internal audit/SOX compliance experience; senior Finance leadership at Altria since 2003 .
- Financial governance and controls expertise suitable for compensation oversight; biography emphasizes audit and forecasting credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Elizabeth Seegar | — | — |
Additional ownership policy context: Director stock ownership guidelines require three times the annual cash retainer, but only apply to non-employee directors; Altria employees are not subject to this guideline at Cronos .
Governance Assessment
- Board independence: Seegar is independent under NASDAQ but not under NI 58-101 (due to Altria’s control and her Altria employment), and she is not eligible for Audit Committee independence; she serves on the Compensation Committee alongside two NI-independent members (Adler, Rudyk) .
- Attendance: Positive engagement signal—Cronos reports 100% attendance for Board and committee meetings in 2024 by all directors and committee members, including the Compensation Committee’s six meetings .
- Compensation and alignment: As an Altria employee, she receives no cash retainer or DSUs from Cronos and holds no reported Cronos shares, indicating limited direct “skin in the game” with Cronos shareholders; alignment is primarily through Altria, which owns ~40.6% of Cronos .
- Committee process safeguards: To mitigate potential influence, the Board and Compensation Committee hold meetings where non-independent directors are not present; the Board reviews and evaluates Compensation Committee decisions, and independent lead director structures/exec sessions are in place .
RED FLAGS:
• Altria affiliation and non-independence under NI 58-101 while serving on Compensation Committee (potential influence via controlling shareholder) .
• No disclosed beneficial ownership of Cronos shares and no director compensation from Cronos (limited direct ownership alignment with minority shareholders) .
Mitigants:
• Compensation Committee includes two NI-independent members and operates with executive sessions; Board oversight and meeting structures seek to preserve objectivity .
Compensation Committee Analysis
- Composition and roles: Jason Adler (Chair), James Rudyk, Elizabeth Seegar; Adler and Rudyk are independent under NASDAQ and NI 58-101; Seegar is NASDAQ-independent but not NI-independent; committee reviews exec and director pay; final determinations occur in executive sessions without management .
- Consultant and benchmarking: Mercer engaged; program reviewed against Cronos Peer Group; director DSU grants increased to $150,000 in 2022 for non-employee directors .
- Interlocks/related party: Company reports no Item 404 relationships or committee interlocks among Compensation Committee members .