Daniel Reis-Faria
About Daniel Reis-Faria
Daniel Reis-Faria is Chief Executive Officer and a director of FLGC under an employment agreement dated September 20, 2025. His agreement sets a base salary of $600,000 and provides for equity participation via stock options or SARs subject to shareholder approval, with vesting tied to aggressive share price VWAP milestones, plus severance protections up to 30 months of salary in change-in-control contexts . The Board positions these equity awards as pay-for-performance designed to drive substantial shareholder value and a transformational path to >$1B market cap if fully vested . Beneficial ownership disclosures as of October 27, 2025 list Reis-Faria with 0 shares outstanding; separate private placement documents note he purchased Token Pre-Funded Warrants valued at approximately $150 million, which require shareholder approval for share issuance under Nasdaq Rule 5635(c) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flora Growth Corp. (FLGC) | Chief Executive Officer and Director | Sept 20, 2025–present | Board-authorized equity awards with share-price VWAP tranches; Board positioning targets transformation to >$1B market cap contingent on performance |
External Roles
- No external public company board roles for Reis-Faria are disclosed in the available filings reviewed .
Fixed Compensation
| Component | Period | Amount | Notes |
|---|---|---|---|
| Base Salary | 2025 (set at appointment) | $600,000 | Retroactive to CEO appointment; subject to Board increases |
| Target Bonus % | 2025 | Not disclosed | — |
| Actual Bonus Paid | 2025 | Not disclosed | — |
Performance Compensation
| Element | Metric | Target Triggers | Payout Mechanism | Term | Notes |
|---|---|---|---|---|---|
| Stock Options (or SARs in lieu) | Share price VWAP milestones | 20% vest at each VWAP level: $40.80, $54.40, $68.00, $81.60, $95.20 | Options exercisable at $27.20 per share; SARs alternative and cashless settlement permitted | 10 years | Authorized at 3.0% of total shares outstanding as of approval date; grant contingent on shareholder approval |
- Board rationale emphasizes “pay-for-performance” alignment, continuity of leadership, and a path to >$1B market cap if milestones are met .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (10/27/2025) | 0 shares, 0.00% of 741,104 shares outstanding |
| Proposed CEO Stock Options | 3.0% of total issued and outstanding shares at approval date; $27.20 strike; 10-year term; vesting at VWAP milestones noted above |
| Token Pre-Funded Warrants | 5,954,743 Token Pre-Funded Warrants purchased at $25.1899 each (approx. $149,999,977), tied to 50,000,000 0G tokens contributed (~$150,000,000 at $3/token); issuance of underlying shares requires shareholder approval under Nasdaq Rule 5635(c) |
| Hedging/Pledging | Company policy prohibits hedging, short sales, trading in puts/calls, margin purchases, borrowing against accounts holding company securities, or pledging company stock |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Date | September 20, 2025 |
| Position | Chief Executive Officer |
| Term Length | Indefinite unless terminated per agreement |
| Equity | Stock options equal to 3% of pro forma shares, $27.20 strike, 10-year term, VWAP vesting; choice to receive SARs instead; cashless settlement permitted |
| Severance (no Cause / Good Reason) | Lump sum equal to 24 months base salary |
| Change-in-Control (double-trigger) | If terminated without Cause or resigns for Good Reason within 6 months before/after a Change in Control, lump sum equal to 30 months base salary |
| Clawback Policy | Adopted Oct 2, 2023; recovers excess incentive compensation for 3 preceding fiscal years upon accounting restatement or detrimental conduct; includes stock price/TSR-based awards |
Board Governance
- Board Service: Reis-Faria serves as CEO and director; his signature appears as CEO in definitive proxy materials for the December 19, 2025 special meeting .
- Committee Roles: No committee assignments for Reis-Faria are disclosed; Board committees (Audit, Compensation, Nominating) are comprised of independent directors, with 2024 membership illustrating independence and financial literacy standards .
- Dual-Role Implications: Separation of executive roles from committee leadership (all independent) mitigates independence concerns; Board provides executive sessions for independent directors and maintains charters and a Code of Conduct and Ethics .
Director Compensation
| Component | FY 2024 Amount |
|---|---|
| Annual retainer for independent directors | $30,000 per annum (prorated if partial year) |
| Example director fees and awards | See detailed director compensation table in FY 2024 10-K (cash fees, share awards, option/SAR values) |
Company Performance Reference
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $76,071,000 | $59,505,000 |
| EBITDA (USD) | -$8,363,000* | -$12,440,000* |
Values retrieved from S&P Global.*
- Revenues declined from $76.1 million in FY 2023 to $59.5 million in FY 2024, indicating a contracting topline in the year preceding Reis-Faria’s appointment .
Compensation Structure Analysis
- Shift to performance-based equity: CEO awards vest only upon substantial share price VWAP thresholds, aligning realized compensation with shareholder returns and emphasizing long-term value creation .
- Guaranteed vs at-risk pay: High at-risk equity exposure with multi-tranche price hurdles; base salary set at $600,000 provides fixed floor .
- Change-of-control economics: Enhanced severance (30 months base salary) requires termination within the CoC window (double-trigger), balancing retention incentives with shareholder protections .
- Clawback and conduct policies: Comprehensive clawback covering financial reporting measures (including stock price and TSR) and prohibitions on hedging/pledging reduce misalignment risks and potential red flags .
Risk Indicators & Red Flags
- Potential dilution: Board seeks approval for significant warrant/share issuance, including equity compensation treatment for CEO’s Token Pre-Funded Warrants; explicit disclosure of dilutive effects on existing shareholders .
- Committee independence: Audit, Compensation, and Nominating committees comprised of independent directors; 100% attendance reported in 2024 enhances governance quality .
- Legal/disciplinary: No penalties or sanctions disclosed for proposed directors in the 2025 proxy .
Investment Implications
- Alignment: CEO’s compensation vests only with major share price appreciation; hedging/pledging prohibitions and robust clawback strengthen pay-for-performance and governance alignment .
- Dilution vs capital strategy: Token Pre-Funded Warrants and broader private placements introduce material dilution risk but align CEO capital contribution with company funding; monitor shareholder approvals and issuance pacing .
- Retention risk: Indefinite term with meaningful equity incentives and double-trigger CoC protections suggests moderate retention risk and continuity focus; equity milestones require sustained execution .
- Execution benchmark: Recent revenue contraction highlights the need for operational improvement; equity vesting hurdles provide an explicit market-based scorecard for performance under Reis-Faria’s tenure .