Jason Adler
About Jason Adler
Jason Adler (age 53) is an independent director of Cronos Group Inc. and serves as Chair of the Compensation Committee and a member of the Audit Committee . He is co‑founder and Managing Member of Gotham Green Partners; previously he co‑founded and was CEO of Alphabet Partners LP, founded broker‑dealer Geronimo, LLC, and began his career as an equity options market maker at G&D Trading; he holds a B.A. from the University of Rhode Island . He has been a director since 2016 and is designated “Independent” under NASDAQ Rules and NI 58‑101 (and “Investor Rights Agreement Independent”) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphabet Partners, LP | Co‑founder & Chief Executive Officer | — | Multi‑strategy investing; finance and capital markets experience |
| Geronimo, LLC | Founder; broker‑dealer (AMEX member) | — | Market making in equity options; trading expertise |
| G&D Trading | Market Maker | — | Options market making foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gotham Green Partners | Co‑founder & Managing Member | — | Cannabis industry investing; early‑stage growth expertise |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair .
- Independence: Board determined Jason Adler is independent under NASDAQ Rules and NI 58‑101; also “Investor Rights Agreement Independent” .
- Attendance and engagement: In 2024, the Board held five meetings; directors attended 100% of Board and committee meetings relevant to their service (Audit: seven meetings; Compensation: six meetings) .
- Lead Independent Director: James Rudyk serves as Independent Lead Director; independent directors held five executive sessions in 2024 .
- Audit Committee operations and report are disclosed; Adler is listed as a member on the Audit Committee’s 2024 report .
Fixed Compensation
- Board Remuneration Policy (non‑employee directors, excluding Altria employees): annual cash retainer $50,000; Lead Director +$25,000; Audit Chair +$20,000; Compensation Chair +$15,000 .
- Directors must hold shares equal to 3× annual cash retainer within five years; unvested DSUs count toward guidelines .
| Year | Cash Earned ($) | Equity/Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,000 | 150,000 (annual DSU grant) | 215,000 |
| 2023 | 57,500 | 150,000 (annual DSU grant) | 207,500 |
Performance Compensation
- Director equity program: Annual cash‑settled Deferred Share Units (DSUs) with grant‑date fair value of $150,000; settled in cash upon departure from the Board; no other equity awards outstanding for non‑employee directors as of December 31, 2024 .
- DSU holdings: As of December 31, 2024, Jason Adler held 247,803 DSUs .
| Element | Plan | Grant/Value | Vesting/Settlement | Outstanding |
|---|---|---|---|---|
| Deferred Share Units (DSUs) | Deferred Share Unit Plan for Non‑Executive Directors | $150,000 annual grant | Settled in cash upon Board departure | 247,803 DSUs as of 12/31/2024 |
- Compensation Committee‑linked performance metrics for NEOs (under Adler’s chair oversight): Adjusted EBITDA, Cronos Net Revenue, and Cronos Adjusted EBITDA are disclosed as the most important financial measures linking compensation actually paid to performance .
| Most Important Financial Performance Measures (NEOs) | Notes |
|---|---|
| Adjusted EBITDA | Primary pay‑for‑performance metric |
| Cronos Net Revenue | Growth and scale alignment |
| Cronos Adjusted EBITDA | Profitability focus |
Other Directorships & Interlocks
| Entity | Role/Connection | Interlock/Notes |
|---|---|---|
| Gotham Green Partners | Managing Member (Adler) | Cronos CEO Michael Gorenstein is a co‑founder and passive member of Gotham Green Partners, creating a potential network interlock between management and Adler’s investment platform . |
| Altria Group influence | Board composition/control | Cronos is considered “controlled” by Altria for NI 58‑101; multiple Altria employees on Board; approval rights under Investor Rights Agreement may affect governance processes . |
Expertise & Qualifications
- Cannabis industry investing and early‑stage growth company scaling via Gotham Green Partners .
- Multi‑strategy investment management and capital markets experience (Alphabet Partners) .
- Options market making and trading background (Geronimo; G&D Trading) .
- Education: B.A., University of Rhode Island .
Equity Ownership
| Holder/Vehicle | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jason Adler (aggregate per SEC table) | 14,401,796 | 3.7% | Includes 9,880,770 shares beneficially owned by Adler (incl. Rachel Adler 2020 Gift Trust) plus shares held by Gotham Green entities; Adler may be deemed to have beneficial ownership and shared power but disclaims beneficial ownership of fund‑held shares . |
| DSUs (director equity) | 247,803 units | — | Counts toward director ownership guidelines; cash‑settled at departure . |
- Anti‑hedging/anti‑pledging: Company’s Insider Trading Policy prohibits pledging, short sales, and hedging transactions in Cronos securities .
Say‑On‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 210,122,286 | 12,566,122 | 543,910 | 53,757,134 |
| Director Election (2025 AGM) | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Jason Adler | 215,665,946 | 7,566,372 | 53,757,134 |
- Majority Voting Policy: Any nominee receiving more “withheld” than “for” votes must tender resignation for consideration by independent directors; Board will disclose determination, absent exceptional circumstances resignation will be accepted .
Board Governance Assessment
- Independence and structure: Only two of seven directors (Adler and Rudyk) are independent under NI 58‑101; others linked to Altria or management. This concentrated control by Altria and limited NI 58‑101 independence is a governance risk for minority shareholders, partially mitigated by the Independent Lead Director role and executive sessions of independent directors .
- Committee roles: Adler chairs Compensation and sits on Audit—central roles in pay and financial oversight—with 100% committee attendance in 2024, indicating engagement .
- Pay alignment: Director pay is equity‑heavy via annual DSU grant ($150k) versus cash ($65k in 2024 for Adler, reflecting base retainer plus Compensation Chair fee). DSUs count toward ownership guidelines, supporting alignment, though DSUs are cash‑settled at departure (less long‑term market exposure than share‑settled equity) .
- Ownership and potential conflicts: Adler’s beneficial ownership includes shares held via Gotham Green entities, over which he may be deemed to have shared power but disclaims beneficial ownership; Cronos CEO is a passive member of Gotham Green Partners, a network interlock worth monitoring for related‑party sensitivity even as policies require Independent Committee approvals for related‑party transactions .
- Policies and safeguards: Strong anti‑hedging/anti‑pledging policy; Compensation Committee reports no interlocks or Item 404 relationships among its members; Altria approval rights under the Investor Rights Agreement could constrain certain transactions, adding an external governance overlay .
- Historical risk indicator: Cronos was under an OSC management cease trade order in 2021 due to delayed filings; revoked in 2022. Adler was a director at that time; no further penalties disclosed, but this is a historical governance event to note .
RED FLAGS
- Limited NI 58‑101 board independence (two independent directors), with significant Altria influence and approval rights over major transactions .
- Network interlock via Gotham Green (Adler) and CEO’s passive membership; monitor for perceived conflicts in capital allocation or strategic decisions despite related‑party policies .
- DSUs are cash‑settled, not share‑settled, potentially reducing direct market exposure versus share‑denominated director equity .