Shannon Buggy
About Shannon Buggy
Shannon Buggy is Senior Vice President, Global Head of People at Cronos, serving since August 2020. She is 55, holds a B.S. in Human Resources Management (magna cum laude) from Pace University’s Lubin School of Business, and is certified as a Senior Professional in Human Resources (SPHR) . In FY2024, Cronos’ net revenue grew 35% year-over-year to $117.6 million, net income from continuing operations reached $40.0 million, and Adjusted EBITDA improved to $(34.9) million from $(61.6) million in 2023, providing a constructive backdrop for incentive outcomes . Within this environment, Ms. Buggy’s 2024 short-term incentive reflected above-target business and individual performance ratings (details below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nielsen | Senior Vice President, Global Human Resources | Feb 2018 – Aug 2020 | Led HR strategy for Nielsen Media; global HR leadership across talent, comp/benefits, labor relations |
| Purdue Pharma L.P. | Executive Director, Head of Talent Strategy and HR Business Partners | Dec 2014 – Nov 2017 | Led talent strategy and HRBP function; workforce planning and execution |
External Roles
No public company directorships or external board roles for Ms. Buggy are disclosed in Cronos’ 2025 proxy statement; her biography focuses on operating roles and credentials .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (2024) | $300,000 | Base unchanged YoY per NEO salary table |
| Target Bonus % | 50% of base | As specified in the Buggy Employment Agreement |
| 2024 Actual Bonus Paid | $185,580 | Based on business (138.2%) and individual (102%) ratings; paid subsequent year per plan |
| 2024 Cash Retention Bonus | $22,500 | One-time; paid Mar 22, 2024; subject to clawback if resignation/termination for cause prior to Mar 22, 2025 |
| Perquisites | None provided in 2024 | Company disclosed no perquisites to NEOs in 2024 |
Performance Compensation
Short-Term Incentive (STI) structure and 2024 outcome:
- Structure: 60% Business Performance, 40% Individual Performance; estimated targets/maximums established annually, with committee discretion .
- 2024 Ratings: Business 138.2%, Individual 102% .
- Timing: Awards earned for a year are paid the subsequent year .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Business Performance | 60% | $90,000 of $150,000 target | 138.2% factor | Incorporated into $185,580 total STI | Paid following year per policy |
| Individual Performance | 40% | $60,000 of $150,000 target | 102% factor | Incorporated into $185,580 total STI | Paid following year per policy |
| Total STI | 100% | $150,000 | — | $185,580 | Cash |
Long-Term Incentive (LTI) – RSUs:
- 2024 Grants: 139,593 RSUs, grant date 3/8/2024; grant date fair value $275,000, consisting of $125,000 annual LTI plus a one-time $150,000 award .
- Vesting: Company RSUs generally vest annually over three years; Ms. Buggy’s 2024 RSUs vest ratably on March 8, 2025, 2026, and 2027 .
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 3/8/2024 | RSU | 139,593 | $275,000 | Ratably on Mar 8, 2025/2026/2027 |
Equity Ownership & Alignment
Ownership and guidelines:
- Beneficial Ownership: 119,859 shares (<1% of outstanding) as of March 31, 2025 .
- Ownership Guidelines: 2x salary requirement for executive officers; unvested time-based RSUs count; 5 years from becoming an executive to achieve; executives are within the window to achieve .
- Pledging/Hedging: Company prohibits hedging and pledging; case-by-case pledging exemptions possible, but policy is prohibitive by default .
| Category | Detail |
|---|---|
| Beneficial ownership | 119,859 shares; <1% of class |
| Stock ownership guideline | 2x base salary; 5-year compliance window; unvested time-based RSUs count |
| Compliance status | Executives are within their window to achieve required ownership |
| Hedging/pledging | Prohibited under Insider Trading Policy (with limited, preapproved exceptions for pledging) |
Unvested RSUs and vesting cadence (12/31/2024):
| Award | Unvested Units | Market Value (at $2.02) | Vesting Detail |
|---|---|---|---|
| Time-based RSUs | 13,888 | $28,054 | Vested on Mar 15, 2025 |
| Time-based RSUs | 41,876 | $84,590 | Vest ratably on Mar 15, 2025 and Mar 15, 2026 |
| Time-based RSUs (2024 grant) | 139,593 | $281,978 | Vest ratably on Mar 8, 2025/2026/2027 |
| Stock options | — | — | No options listed for Ms. Buggy |
Notes: Market values reflect $2.02 NASDAQ close on Dec 31, 2024 .
Employment Terms
Key terms of the Buggy Employment Agreement:
- Position and Start: SVP, Global Head of People; employment agreement dated August 31, 2020; service since August 2020 .
- Compensation Eligibility: Base salary $300,000; target annual cash bonus 50% of base; eligible for annual equity awards (initial target incentive $125,000) .
- Restrictive Covenants: Indefinite confidentiality; one-year non-compete and customer non-solicit post-termination; one-year employee non-solicit for Ms. Buggy .
- Severance (without cause or resignation for Good Reason): Greater of six months’ base salary or statutory minimum; continuation of insured benefits for the severance period; prorated annual bonus for year of termination; equity per plan documents .
Potential payments (as of 12/31/2024; CRON share price $2.02):
| Scenario | Cash Severance ($) | Benefits ($) | Accelerated RSUs ($) | Total ($) |
|---|---|---|---|---|
| Termination without Just Cause or resignation for Good Reason | 150,000 | 627 | — | 150,627 |
| Termination without Just Cause or resignation for Good Reason in connection with a Change of Control | 150,000 | 627 | 394,621 | 545,248 |
| Death | — | — | 394,621 | 394,621 |
Change-of-control economics for Ms. Buggy operate on a double-trigger basis (severance and equity acceleration apply upon a qualifying termination in connection with a change of control, not upon CoC alone) per the potential payments framework .
Clawbacks and retention:
- 2024 one-time retention bonus ($22,500) subject to clawback if resignation notice or termination for cause before March 22, 2025; bonus not “earned” until March 22, 2025 .
Performance & Track Record
- 2024 Company outcomes underpinning incentive decisions: Net revenue $117.6 million (+35% YoY); gross profit $25.2 million (+112% YoY); Adjusted EBITDA improved to $(34.9) million from $(61.6) million; net income from continuing operations $40.0 million .
- Role scope and execution: Led global HR and people strategy, compensation/benefits, talent programs, HRIS, and served as primary liaison to the Compensation Committee (agenda setting, materials, and advice) .
Compensation Structure Analysis
- Mix of pay emphasizes at-risk components: 50% target bonus tied to business and individual performance; annual time-based RSU grants vest over three years, aligning with retention and long-term value creation .
- 2024 above-target STI reflects business overachievement (138.2% factor) with solid individual performance (102%), translating to $185,580 vs $150,000 target .
- Incremental retention actions: One-time 2024 cash retention bonus ($22,500) and one-time 2024 RSU award ($150,000) supplement annual LTI ($125,000), signaling targeted retention priorities in a competitive talent market .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited under company policy, which reduces alignment risk from collateralized positions or derivatives .
- Option repricing/modification: No such actions disclosed for Ms. Buggy; 2024 LTI is RSU-only (no options) .
- Related-party transactions/perquisites: None disclosed specific to Ms. Buggy; company disclosed no perquisites to NEOs in 2024 .
Compensation Peer Group & Governance Context
- The Compensation Committee uses discretion considering company performance, peer practices, retention, internal equity, and share price context, rather than fixed formulas, to set NEO pay .
- Ownership guidelines (2x salary; five-year window) and anti-hedging/anti-pledging practices reinforce alignment .
Investment Implications
- Near-term selling pressure: Time-based RSU vesting dates (Mar 8/15 in 2025–2027) create predictable supply; however, insider trading policy and blackout rules limit discretionary trading, and 10b5-1 plans are required for trading during blackout, moderating pressure .
- Retention risk: Contractual severance is modest (six months’ salary baseline) but 2024 retention bonuses and incremental RSU grants indicate Cronos is actively managing retention for key leaders; non-compete and non-solicit covenants lower immediate departure risk .
- Pay-for-performance alignment: Above-target 2024 STI aligns with strong business performance, while multi-year RSU vesting ties value to sustained execution; no pledging and clear ownership guidelines support shareholder alignment .
- Change-of-control economics: Double-trigger structure limits windfall risk; acceleration value tied to unvested RSUs (~$395k at $2.02) is moderate vs. CEO figures, minimizing transaction-related agency conflicts at Ms. Buggy’s level .