James Rudyk

About James Rudyk

James Rudyk (58) is Cronos Group’s Independent Lead Director and Chair of the Audit Committee; he has served on the Board since 2018 and resides in Oakville, Ontario, Canada . He is currently CFO of Ag Growth International Inc. (AGI) and is designated by the Board as an “audit committee financial expert” under SEC rules, and is independent under both NASDAQ Rules and NI 58‑101; he also meets the “Investor Rights Agreement Independent” criterion . As Lead Independent Director, he chairs meetings in the CEO’s absence, leads executive sessions, fosters effective Board deliberations, and coordinates committee structure with the Chair .

Past Roles

External Roles

No other public company directorships are disclosed in Cronos’s proxy biography for Mr. Rudyk .

Board Governance

• Committee assignments: Audit Committee (Chair); Compensation Committee (Member) .
• Independence: Independent under NASDAQ Rules and NI 58‑101; also “Investor Rights Agreement Independent” .
• Lead Independent Director responsibilities: Chairs Board meetings when the Chair is absent; leads debate; ensures effective committee structure; ensures responsibilities are carried out; leads executive sessions of independent directors .
• Attendance and engagement (2024): Board held 5 meetings; all directors and committee members attended 100%; Audit Committee held 7 meetings (100%); Compensation Committee held 6 meetings (100%) .
• Audit oversight: Audit Committee report submitted by Rudyk (Chair), overseeing financial reporting processes, auditor independence, and recommending inclusion of audited financials in the 10‑K .
• Board independence context: Company is “controlled” for NI 58‑101 purposes given Altria’s 40.6% ownership; only two of seven nominees (Adler and Rudyk) are independent under NI 58‑101, though most are independent under NASDAQ .

Fixed Compensation

• Board Remuneration Policy (adopted 2022): $50,000 annual director cash retainer; $25,000 for Lead Director; $20,000 for Audit Committee chair; $15,000 for Compensation Committee chair; paid quarterly; directors who are executives of Cronos or employees of Altria do not receive director compensation .
• Director stock ownership guideline: Directors (other than executives/Altria employees) must hold Shares with market value equal to 3× annual cash retainer within five years of appointment/election; includes Shares held outright and awarded but unvested Deferred Share Units (DSUs) .

Performance Compensation

• Directors receive annual DSU grants (cash‑settled deferred share units) valued at $150,000; no options or performance‑conditioned equity for non‑employee directors in 2023–2024; no other equity awards outstanding for directors .

Executive pay‑for‑performance metrics used by the Compensation Committee (context for governance): Adjusted EBITDA, Cronos Net Revenue, and Cronos Adjusted EBITDA .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no member has relationships requiring Item 404 disclosure; no executive officer of Cronos serves on another company’s board or compensation committee where a reciprocal interlock exists .
• Altria representation: Altria holds governance rights to proportionate committee representation; several directors are current or recent Altria personnel and are not independent under NI 58‑101, although independent under NASDAQ Rules (with audit committee exceptions) .

Expertise & Qualifications

• Education: BA and Master of Accounting, University of Waterloo .
• Professional designation: Chartered Professional Accountant (CPA); ICD.D from Institute of Corporate Directors/Rotman .
• Financial expert: Board determined Rudyk qualifies as audit committee financial expert under SEC rules .

Equity Ownership

• Insider trading policy: Prohibits trading on MNPI; prohibits short‑selling, hedging/monetization; prohibits pledging (with limited exemptions) for covered personnel, including directors .
• Section 16 compliance: Company reports timely filings for directors in 2024; one delinquent Form 4 was for an SVP (not a director) .

Governance Assessment

• Strengths
  • Lead Independent Director and Audit Chair with deep CFO experience and formal audit expertise designation; strong attendance and engagement record in 2024 (Board/committees 100%) .
  • Independent under NASDAQ and NI 58‑101; leads five executive sessions of independent directors annually, supporting independent oversight .
  • Director pay structure balanced: modest cash retainer with DSUs; no options/repricing; clear ownership guideline and anti‑hedging/pledging policies .
• Watch items
  • Board majority not independent under NI 58‑101 due to Altria control (40.6%); audit committee composition preserves independence but broader independence constraints persist .
  • Rudyk’s direct share ownership is relatively modest (<1%); alignment relies on DSUs that are cash‑settled (not equity settlement) .

Shareholder Voting Signals (2025 AGM)

Director Compensation Mix (Rudyk)

Committee Assignments

Related‑Party Transactions

• Policy requires Independent Committee approval for transactions >$120,000 involving related parties and scrutinizes independence/terms; ordinary course vendor transactions in 2024 involved a vendor tied to the CGO’s family; no related‑party transactions disclosed involving Mr. Rudyk .

Policies Supporting Governance

• Anti‑fraud policy with disciplinary provisions up to removal; clawback policies apply to executive incentive compensation and compensation recovery for restatements; risk mitigation reviews by Compensation Committee .

Altria beneficially owns 40.6% of Shares; Investor Rights Agreement grants Altria proportionate committee representation rights, which shapes Board dynamics and independence under Canadian rules .