Murray Garnick
About Murray Garnick
Murray Garnick (age 65) is an Altria-designated nominee who rejoined Cronos Group’s Board in 2024 after previously serving from 2019–2023; he resides in Manakin Sabot, VA . He retired as Altria’s Executive Vice President and General Counsel on April 1, 2024, and is considered independent under NASDAQ rules (including for Audit Committee), but not independent under Canadian NI 58‑101; the company waived the Investor Rights Agreement “Independent” requirement to allow his designation for the 2025 election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altria Group Inc. | Executive Vice President & General Counsel | 2017–Apr 2024 | Led Law Dept and Corporate Secretary’s office; oversaw Regulatory Affairs & Regulatory Sciences; supervised tobacco, health and other litigation nationwide |
| Altria Client Services Inc. (ALCS) | Deputy General Counsel; SVP Litigation & Associate General Counsel | 2008–2017 | Led legal support for sales, marketing, regulation, product development, IP; managed litigation |
| Arnold & Porter (Washington, D.C.) | Senior Partner | Prior to 2008 | Represented Altria in product liability and consumer protection litigation; emphasis on appellate litigation |
| Education | B.A., University of Georgia; J.D., University of Georgia School of Law | — | Legal credentials underpin regulatory and governance expertise |
External Roles
- No other public company directorships disclosed for Garnick in Cronos’ proxy .
Board Governance
- Board size seven; four Altria nominees (Khan, Meier, Seegar, Garnick) pursuant to the Investor Rights Agreement while Altria holds ~40.6% .
- Independence: Garnick is independent under NASDAQ (including Audit Committee) but not independent under NI 58‑101 because Altria controls Cronos; company waived the IRA “Independent” requirement solely for his nomination .
- Committee assignments: Audit Committee Member; Audit Committee chaired by James Rudyk; other members Jason Adler and Garnick (all NASDAQ‑independent) .
- Attendance: Board held 5 meetings in 2024; Audit Committee held 7; all directors (and committee members) attended 100% of meetings during their service period; independent directors held 5 executive sessions .
- Lead Independent Director: James Rudyk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $25,000 | Paid to Garnick for Board service in 2024 |
| Deferred Share Units (DSUs) grant (2024) | $150,000 | Annual equity grant to non‑employee directors (cash‑settled DSUs); Garnick eligible as non‑Altria employee |
| Standard Board cash retainer | $50,000/year | Non‑employee director retainer; plus $25,000 Lead Director; $20,000 Audit Chair; $15,000 Compensation Chair; Altria employees receive no compensation for Board service |
| DSU Plan parameters | $150,000/year | DSUs awarded annually; settled in cash on departure |
Performance Compensation
- No performance‑based director compensation disclosed (no options or PSUs outstanding for non‑employee directors in 2024) .
Other Directorships & Interlocks
- Altria beneficially owns 156,573,537 shares (~40.6%) and designates directors; Investor Rights Agreement also grants proportional committee appointment rights and major approval rights while ownership exceeds thresholds .
- Garnick is an Altria Nominee; independence under NI 58‑101 is affected by Altria’s control status, though he is NASDAQ‑independent (including for Audit Committee) .
Expertise & Qualifications
- Deep regulatory, litigation and governance experience from Altria and Arnold & Porter; BA and JD from University of Georgia .
- Audit Committee “financial expert” designation is held by Chair James Rudyk, not Garnick .
Equity Ownership
| Item | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | None reported | March 31, 2025 | Garnick shows “—” in beneficial ownership table |
| DSUs held | 64,655 | Dec 31, 2024 | DSUs under Director plan; cash‑settled upon departure |
| Director ownership guideline | 3× annual cash retainer | Policy effective | Shares and awarded but unvested DSUs count toward guideline |
| Anti‑hedging/pledging | Prohibited | Policy | Insider Trading Policy forbids hedging/pledging; allows case‑by‑case pledging exemptions but generally prohibited |
Governance Assessment
- Board effectiveness: Garnick adds seasoned regulatory and litigation oversight, and he serves on the Audit Committee with full NASDAQ independence; attendance and engagement metrics are strong (100% in 2024) .
- Conflicts: Altria’s 40.6% stake and rights (director designations, committee proportionality, and approval rights over major transactions) create potential influence risks; Garnick’s NI 58‑101 non‑independent status underscores this. Mitigants include: Majority Voting Policy, independent director executive sessions, Conflicts of Interest Policy, and a formal Related Party Transactions Policy requiring Independent Committee approval for transactions with Altria or other related parties .
- Compensation alignment: Director pay is modest in cash with DSUs emphasizing equity‑linked value (cash‑settled), plus director ownership guidelines; Garnick had $25,000 cash and $150,000 DSUs in 2024; DSUs count toward the 3× retainer guideline .
- Historical red flags: Cronos was subject to a management cease trade order in Ontario from Nov 16, 2021 to Feb 23, 2022 while Garnick (and others) were directors; revoked after filings completed—worth monitoring but resolved .
- Shareholder signals: Say‑on‑pay received ~96% support in 2024, indicating broad investor confidence in compensation governance; while focused on executives, it reflects overall governance sentiment .