Terry Doucet
About Terry Doucet
Terry Doucet is General Counsel and Corporate Secretary of Cronos Group Inc. (CRON), appointed in April 2022 after joining Cronos in 2018; he is an Ontario-qualified lawyer with a JD from the University of Toronto and a joint honours BA from McGill University . He is 35 years old (as disclosed in CRON’s 2025 proxy) and oversees all legal and regulatory affairs across the company . Company performance context during his tenure includes 2024 Cronos Net Revenue of $111.9 million and Cronos Adjusted EBITDA of $(38.7) million used for incentive assessments, and cumulative TSR measured as value of a $100 investment at $26.34 as of 12/31/2024 (peer group at $13.91) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cronos Group Inc. | General Counsel & Corporate Secretary | Apr 2022–present | Leads all legal/regulatory affairs; supported Cronos GrowCo transaction, Altria investment, Ginkgo collaboration, and commercialization initiatives . |
| Cronos Group Inc. | Head of Legal & Regulatory Affairs (interim) and Corporate Secretary | Dec 2021–Apr 2022 | Guided legal/regulatory functions during realignment phase . |
| Cronos Group Inc. | Legal roles | 2018–Dec 2021 | Helped build legal/regulatory teams and navigate major strategic agreements . |
| Davies Ward Phillips & Vineberg LLP | Corporate lawyer | Pre-2018 | Corporate law practice prior to joining Cronos . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles disclosed for Doucet in CRON proxies . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | Doucet is not a Named Executive Officer (NEO) in the 2024 CD&A; NEOs disclosed were the CEO, former CFO, CFO (from Mar-2025), Chief Growth Officer, and SVP Global Head of People . |
| Target bonus % | Not disclosed | Company discloses NEO bonus targets; non-NEO executive targets for Doucet not provided . |
Performance Compensation
CRON’s disclosed executive incentive architecture in 2024 (applies to NEOs; specifics for Doucet not separately disclosed):
- Short-term incentive structure: 60% Business Performance (Cronos Net Revenue and Cronos Adjusted EBITDA, equally weighted) and 40% Individual Performance; payout capped at 142% of target .
- Business Performance component calculation and 2024 results:
| Metric (2024 STIC) | Threshold | Target | Maximum | Actual | Measure Rating | Component Rating |
|---|---|---|---|---|---|---|
| Cronos Net Revenue ($mm) | $74.1 | $98.8 | $123.6 | $111.9 | 126.4% | 138.2% (overall quantitative Business Performance Rating) |
| Cronos Adjusted EBITDA ($mm) | $(67.5) | $(54.0) | $(40.5) | $(38.7) | 150.0% | 138.2% (overall quantitative Business Performance Rating) |
- Long-term incentives: For executives, CRON granted RSUs with multi-year vesting; 2024 NEO LTI grants were time-based RSUs vesting ratably over three years (no options granted to NEOs in 2024). While Doucet’s grant details are not provided, this is the prevailing LTI design used for the executive group in 2024 .
Equity Ownership & Alignment
| Topic | Company policy / disclosure | Doucet-specific status |
|---|---|---|
| Ownership guidelines | 5x salary for CEO; 2x salary for other executive officers; 5-year compliance window from appointment . | Not disclosed for Doucet (no individual ownership guideline status reported) . |
| Beneficial ownership | Table lists substantial holders and select executives; “All directors and executive officers as a group (13 persons)” held 7.3% as of 3/31/2025 . | Doucet not individually itemized in the table (below threshold for separate listing) . |
| Hedging/pledging | Company prohibits short sales, hedging, transactions in derivatives, and pledging of CRON shares by directors/employees (Insider Trading Policy) . | Applies to executive officers including Doucet; reduces hedging/pledging risk . |
| Clawback | Policy permits recovery of cash/equity incentives (including time-based equity) for covered executives; SEC Rule 10D-1 compliant restatement policy adopted in 2023 . | Applies to executive officers including Doucet . |
| Equity plan & vesting | 2024 executive LTI was RSUs vesting over three years; equity award timing is not coordinated with MNPI releases . | No Doucet-specific grant disclosed . |
Related party and conflicts checks: CRON discloses a related-party vendor tied to the Chief Growth Officer’s family; no related-party transactions involving Doucet are disclosed .
Employment Terms
| Element | Disclosure |
|---|---|
| Employment agreements | 2025 proxy details agreements for select NEOs (CEO, CFO, CGO, SVP People) including severance and CoC terms; no specific agreement terms are disclosed for Doucet . |
| Restrictive covenants | NEOs have non-compete/customer non-solicit (typically one year) and employee non-solicit (one–two years depending on executive); general Code and policies govern conduct . |
| Anti-hedging/pledging | Company-wide prohibition for executives (see Equity Ownership & Alignment) . |
| Severance / CoC | Not disclosed for Doucet; NEOs have defined severance multiples and equity treatment; CRON avoids single-trigger acceleration except limited cases . |
| Governance & compliance | General Counsel is responsible for investigating serious Code violations and reporting to Board/Audit Committee . Company resolved prior filing and restatement-related matters; an OSC settlement was signed in Oct-2022 on behalf of the company . |
Performance & Track Record
| Area | Evidence |
|---|---|
| Strategic transactions/support | Doucet helped guide Cronos through the Altria strategic investment, the Ginkgo collaboration, and the Cronos GrowCo transaction; he is cited as a trusted advisor leading effective legal teams . |
| 2024 operating context | Company highlighted 2024 business execution (brands, international footprint, supply chain initiatives) within which executive incentives were measured against Net Revenue and Adjusted EBITDA . |
| Investor alignment | 2024 say-on-pay received ~96% approval, indicating broad investor support for compensation program design . |
| Company TSR & earnings profile | Value of $100 investment in CRON on 12/31/2019 was $26.34 on 12/31/2024 (peer group $13.91); 2024 Net Income $40.0m and Adjusted EBITDA $(34.9)m per pay-versus-performance table (definitions noted) . |
Compensation Structure Analysis
- Mix trends and risk posture: Executive pay design emphasizes at-risk pay via STIC tied to revenue and adjusted EBITDA and RSUs with multi-year vesting, reinforcing retention and alignment; hedging/pledging prohibitions and clawbacks further align incentives with long-term outcomes .
- Metric rigor and payouts: 2024 business performance exceeded targets (overall Business Performance Rating 138.2%) on Net Revenue and Adjusted EBITDA measures; Individual Performance adds differentiation but Doucet’s individual targets/payouts are not disclosed .
- Change-in-control/governance: Company avoids single-trigger CoC acceleration (except limited circumstances for CEO awards); share ownership guidelines require material ownership for executive officers within five years .
Vesting Schedules and Insider Selling Pressure
| Factor | Implication |
|---|---|
| RSU vesting (3-year ratable for executives in 2024) | Creates steady vesting cadence that can generate periodic liquidity needs but also promotes retention; no Doucet-specific schedule disclosed . |
| Anti-hedging/pledging | Reduces forced-sale or margin-call risk and discourages short-termism . |
| Insider activity visibility | Doucet is not an NEO; CRON disclosures do not provide his individual holdings or Form 4 data in the proxy; separate Form 4 monitoring would be required for trading signal analysis . |
Equity Ownership & Pledging (Detailed)
| Item | Policy/Disclosure |
|---|---|
| Ownership guidelines | 2x salary for executive officers, 5-year compliance window . |
| Pledging | Prohibited absent rare exemption; policy applies company-wide . |
| Hedging & derivatives | Prohibited (puts, calls, collars, swaps, exchange funds) . |
| Clawback | Applies to cash and equity incentives, including time-based awards; restatement policy in place . |
Investment Implications
- Alignment: Company-wide policies (ownership guidelines, anti-hedging/pledging, clawbacks) and a three-year RSU vesting norm support long-term alignment; these apply to executive officers like Doucet even though his individual grants are not disclosed .
- Retention risk: Multi-year RSU vesting and broad executive incentive structures reduce near-term flight risk; lack of disclosed severance/CoC terms for Doucet leaves unknowns on exit economics; NEOs show standard one-year non-compete/customer non-solicit frameworks .
- Pay-for-performance: 2024 incentive metrics rewarded outperformance on revenue and adjusted EBITDA (Business Performance Rating 138.2%), consistent with strategy execution; this can support continued at-risk compensation leverage, albeit Doucet-specific payouts are undisclosed .
- Governance/controls: As GC, Doucet’s mandate spans compliance in a highly regulated sector; company resolved prior restatement-related matters (cease trade order revoked 2022; OSC settlement executed), suggesting enhanced compliance focus—an important qualitative factor for risk assessment .
- Trading signals: With hedging/pledging prohibited and no disclosed individual holdings or recent transactions for Doucet in the proxy, there is limited visibility into his personal trading pressure; monitoring of Form 4s would be prudent for near-term signals .