Manfred Leventhal
About Manfred Leventhal
Independent director of Flora Growth Corp. (FLGC), age 73, with a CPA & CGA (Ontario) and a B.Comm. (University of the Witwatersrand, major in applied economics). He is designated by the Board as an Audit Committee “financial expert” and serves across Audit, Compensation, and Nominating & Corporate Governance committees; the Board has affirmatively determined he is independent under Nasdaq/SEC and Canadian NI standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hagshama Fund Ltd. | Canadian Director | 2015–2022 | Oversaw project acquisition and development in Canada |
| Genesis Petrocorp Ltd. | Chairman and Director | 2017–2022 | Oversaw growth and expansion initiatives |
External Roles
- No current public company directorships disclosed for Leventhal beyond FLGC .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Leventhal is independent (Nasdaq, SEC, NI 58-101/52-110) . |
| Committees | Audit (member) ; Compensation (member) ; Nominating & Corporate Governance (member) . |
| Committee chair roles | Not a chair; Audit shown as chaired by Wolkin in committee description , while the Audit Committee report lists Woo as Chair—indicating a potential chair transition in 2024/2025 . |
| Audit financial expert | Board states Leventhal qualifies as an “audit committee financial expert” . |
| Attendance | 2024: 100% attendance at Board and all committee meetings on which he served . |
| Annual shareholder meeting attendance | None of the directors attended the 2024 Annual & Special Meeting of Shareholders . |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions without management . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 2,137 | Company policy for 2024: each independent director received $30,000 per annum, pro-rated for period of service . |
Performance Compensation
| Grant/Metric | Terms |
|---|---|
| 2024 Director Option/SAR Grant Value ($) | 6,074 (aggregate grant-date fair value; Black-Scholes methodology) . |
| 12/15/2024 SAR Grant | 5,000 SARs to Leventhal at $1.30 exercise price; vested on 12/15/2024; expire 12/15/2034 (issued under 2022 Plan) . |
| 2025 SAR Repricing Proposal (eligibility snapshot) | Leventhal listed with 5,000 “Eligible SARs,” weighted avg exercise price $1.30, weighted avg remaining term 9.7 years . |
Performance metric framework (for SARs):
- August/December 2024 SAR programs used multi-tranche, share-price-milestone vesting (initially 50% step-ups); 2025 proposal contemplated reducing tranche thresholds to 25% increments, improving likelihood of vesting and retention (company-wide program; Leventhal’s SARs included in “Eligible SARs”) .
Director Compensation (FY 2024)
| Name | Fees Earned ($) | Share Awards ($) | Option/SAR Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Manfred Leventhal | 2,137 | — | 6,074 | — | 8,211 |
- Policy context: independent directors received $30,000 per annum in 2024, pro-rated for time served .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Leventhal . |
| Interlocks/Shared directorships with competitors/suppliers/customers | None disclosed . |
| Related-party involvement | No Leventhal-specific related-party transactions disclosed; Audit Committee reviews related person transactions per policy . |
Expertise & Qualifications
- CPA & CGA (Ontario) and B.Comm. (Wits, applied economics) .
- Designated Audit Committee financial expert; financially literate under NI 52-110 .
- Background in corporate finance, strategy, governance, and small/mid-cap growth leadership .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Oct 27, 2025 | 129 | 0.02% (based on 741,104 shares outstanding) | SARs generally not counted as beneficial ownership; plan allows cash or share settlement . |
| Equity Awards Outstanding/History | 5,000 SARs granted 12/15/2024 at $1.30; vested; expiration 12/15/2034 . Eligible in 2025 SAR repricing tally (5,000 SARs) . | ||
| Pledging/Hedging | No pledging or hedging by Leventhal disclosed . |
Governance Assessment
-
Positives
- Independent director; multi-committee service (Audit, Compensation, Nominating & Governance) with “audit committee financial expert” designation—supports board oversight of financial reporting and compensation .
- Full board and committee attendance in 2024 indicates strong engagement .
-
Watch items / RED FLAGS
- None of the directors attended the 2024 annual & special shareholder meeting—potential engagement optics issue .
- Participation in a company-wide SAR grant and later eligibility in a SAR repricing proposal (lowering vest hurdles from 50% to 25% tranche steps) can be perceived as a shareholder-unfriendly pay modification if not tightly justified by retention/performance needs .
- Audit Committee chair attribution inconsistency (committee description lists Wolkin as chair; Audit Committee Report lists Woo as Chair) warrants clarification to ensure committee leadership continuity is clearly communicated .
-
Conflicts/Related-Party Exposure
- No Leventhal-specific related-party transactions disclosed; the company maintains a policy with Audit Committee oversight for such transactions .
- Independence reaffirmed by the Board under Nasdaq/SEC and NI standards .
-
Ownership alignment
- Very low direct share ownership (129 shares, 0.02%) suggests limited “skin in the game,” partially offset by equity-linked awards (5,000 SARs from 12/15/2024), though SARs’ alignment depends on settlement mechanics and future repricing outcomes .