Kamran Khan

About Kamran Khan

Kamran Khan (age 51) is a director at Cronos Group Inc. and serves as Vice-President and Associate General Counsel at Altria Client Services Inc. (ALCS). He holds a J.D. from Southern Illinois University School of Law and a B.A. in History from the University of Florida; he was appointed to Cronos’ Board in 2023 as an Altria Nominee .

Past Roles

External Roles

Board Governance

• Independence and status

  • Altria Nominee under the Investor Rights Agreement .
  • Considered “independent” under NASDAQ Rules (other than for Audit Committee purposes), but not “independent” under NI 58-101 due to Altria’s control and his Altria employment .
  • Independent Lead Director is James Rudyk; independent directors held five executive sessions in 2024 .

• Committee assignments (current as disclosed)

  Director Name	Audit Committee	Compensation Committee
  Kamran Khan	—	—

• Attendance and engagement

  Year	Board Meetings Held	Khan Attendance	Compensation Committee Attendance	Audit Committee Attendance
  2024	5	100% of Board meetings (all directors attended)	N/A (not a member)	N/A (not a member)
  2023	22	≥75% of Board meetings (all directors)	N/A	N/A

Fixed Compensation

• Director compensation in 2024 for Altria-affiliated directors (including Khan) was not paid by Cronos; the table shows $0 cash and $0 stock awards for Kamran Khan . | Name | Amounts Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Kamran Khan | — | — | — |

• Notes: Non-employee directors (other than employees of Altria) received annual Deferred Share Units (DSUs) with a grant date fair value of $150,000; Altria employees did not receive DSUs .

Performance Compensation

• No equity awards were granted to any non-employee director under the 2020 Omnibus Plan or 2018 Option Plan in 2024; no equity awards remained outstanding under either plan for directors (DSUs are cash-settled and outside these plans) .
• No performance metrics (e.g., TSR, revenue, EBITDA) are disclosed for director compensation; DSUs for qualifying non-Altria directors are fixed annual grants .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Khan in Cronos’ proxy biographies .
• Interlocks and affiliations: Khan is an Altria employee; Cronos is controlled for NI 58-101 purposes by Altria (~40.6% ownership as of March 31, 2025). Altria has rights to designate director nominees and proportional committee representation under the Investor Rights Agreement .

Expertise & Qualifications

• Legal and regulatory expertise: Extensive litigation, regulatory affairs, and product stewardship experience across Altria’s businesses; prior partner-level product liability litigation background .
• Government affairs and corporate citizenship: Leads ALCS teams supporting these functions, indicating policy and stakeholder engagement skills .
• Education: J.D., Southern Illinois University School of Law; B.A. (History), University of Florida .

Equity Ownership

• Ownership context: Altria beneficially owns 156,573,537 Shares (~40.6% of outstanding) via Maple Acquireco (Canada) ULC; Khan individually holds no Cronos shares .

• Anti-hedging and anti-pledging: Cronos’ Insider Trading Policy prohibits hedging and pledging of shares by directors and covered personnel .

Governance Assessment

• Board effectiveness: Khan is not on Audit or Compensation Committees, limiting direct committee oversight contributions; however, overall board structure includes an Independent Lead Director and regular executive sessions (five in 2024), supporting independent oversight .

• Independence and conflicts: As an Altria employee and Altria Nominee, Khan is not independent under NI 58-101 and is restricted for Audit Committee independence under NASDAQ; Cronos mitigates related-party exposure through an Independent Committee approval process for transactions and robust conflicts/insider policies .

• Alignment and incentives: Khan received no Cronos director cash or equity compensation in 2024 and holds no Cronos shares, indicating limited direct “skin-in-the-game” at the individual level; non-Altria directors receive DSUs, but Altria employees are excluded from DSU grants .

• Related-party safeguards and signals: Altria’s Investor Rights Agreement grants significant approval rights and board/committee representation; however, Altria provided no services under the Commercial Arrangements in 2024, reducing near-term transaction conflicts. Independent Committee review is mandated for Item 404-level related-party transactions .

• Attendance signal: Khan’s attendance was included in the 100% board attendance of all directors in 2024; in 2023, all directors attended at least 75% of meetings—consistent engagement without attendance red flags .

• Red flags to monitor:

  • Altria control and nominee status affecting NI 58-101 independence; Khan’s employment at ALCS creates an inherent related-party linkage .
  • No personal Cronos share ownership and no director compensation from Cronos, which may limit direct alignment with minority shareholders .
  • Altria’s approval rights over major transactions and related-party dealings, placing emphasis on Independent Committee robustness .