Kenneth W. Gilbert
About Kenneth W. Gilbert
Kenneth W. Gilbert, age 74, has served on iAnthus Capital Holdings’ board since 2022 and is currently an independent director based in Connecticut. He is a seasoned consumer brand executive (Snapple, VOSS) and long-serving public company director (The Wendy’s Company), bringing extensive marketing, brand revitalization, and ESG experience to the board . The board classifies him as independent under Canadian NI 52-110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VOSS of Norway ASA | Group Chief Marketing Officer | Oct 2012 – Dec 2017 | Led global marketing, brand development and distribution |
| RazorFocus | Founder & President | May 2005 – Oct 2012 | Marketing consultancy leadership |
| UniWorld Group, Inc. | President & COO | May 2003 – Jun 2004 | Multicultural advertising operations |
| Snapple Beverage Corp. | SVP & Chief Marketing Officer | Sep 1995 – Apr 2001 | Brand revitalization and multi-brand dispositions |
| Messner Vetere Berger Carey Schmetterer RSCG | Group Account Director | Jul 1991 – Aug 1995 | Advertising leadership |
| UniWorld Group, Inc. | SVP & Director of Client Services | Feb 1989 – Jun 1991 | Client service leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Wendy’s Company (NASDAQ: WEN) | Director | 2016 | Shared board interlock with iAnthus director Michelle Mathews‑Spradlin, who is also a WEN director |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Compensation Committee chaired by Michelle Mathews‑Spradlin; Nominating & Corporate Governance Committee chaired by Alexander Shoghi .
- Independence: Independent director under NI 52‑110; Alexander Shoghi and Richard Proud may not be independent .
- Attendance and engagement: Board met 12 times in 2024; every director achieved 100% board and committee attendance in 2024 . Compensation and Nominating committees did not meet during 2024; Audit Committee met 5 times .
- Nomination rights: Gilbert was nominated by the “First Investor” under the Investor Rights Agreement, reflecting post‑recapitalization investor designation structure .
Fixed Compensation
| Year | Annual Board Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 50,000 | 0 (not a chair) | Not disclosed | Two of four quarterly installments paid; chair fees paid to other directors (e.g., Audit Chair $20k; Board Chair $75k; Comp Chair $15k) |
| 2023 | 50,000 (annual; two of four installments shown) | 0 | Not disclosed | Quarterly installments; no chair role |
Performance Compensation
| Grant Year | Grant Date | Instrument | Quantity (RSUs) | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | Nov 26, 2024 | RSUs | 33,000,000 | 165,000 | Single‑tranche vest on Nov 26, 2025 |
| 2023 | Nov 15, 2023 | RSUs | 6,875,000 | 165,000 | Single‑tranche vest on Nov 15, 2024 |
- Performance metrics: Director RSU grants are time‑based; no TSR/EBITDA/ESG performance conditions disclosed for director equity .
- Hedging policy: Company has not adopted a policy forbidding directors/officers from hedging company securities, which weakens pay‑for‑performance alignment .
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict/Signal |
|---|---|---|
| The Wendy’s Company (WEN) | Gilbert director; Mathews‑Spradlin also a WEN director | Network interlock may facilitate information flow; low direct conflict with cannabis operations but notable investor‑network linkage |
Expertise & Qualifications
- Global brand management, marketing communications, advertising strategy, sustainability/ESG from senior roles at VOSS and Snapple .
- Oversaw multimillion‑dollar budgets, worldwide brand development/expansion; deep experience in strategic planning, brand revitalization, risk management, PR, operations, and human capital management .
Equity Ownership
| As of | Common Shares Beneficially Owned | Unvested RSUs (excluded from ownership) | Source |
|---|---|---|---|
| May 21, 2025 | 1,960,785 | 44,090,687 | 2025 DEF 14A |
- 2024 comparison: 1,960,785 shares; 11,090,687 unvested RSUs at May 22, 2024 .
- No pledging of shares disclosed; company permits hedging transactions (no prohibition) .
Insider Trades and Compliance
| Year | Item | Disclosure |
|---|---|---|
| 2023 | Section 16 compliance | Gilbert failed to report one Form 4 transaction on time; other directors also had late filings |
Governance Assessment
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Strengths:
- Independent status; strong consumer brand expertise relevant to retail branding and customer acquisition .
- Perfect attendance in 2024; engagement evident at board level .
- Director equity grants support alignment via time‑based ownership accumulation .
-
Weaknesses / RED FLAGS:
- Hedging not prohibited for directors/officers, undermining alignment with long‑term shareholder outcomes .
- Investor designation rights (IRA) continue to shape board composition; Gilbert is a First Investor nominee—perception of investor influence over governance persists post‑recapitalization .
- Committee inactivity: Compensation and Nominating committees did not meet in 2024, potentially limiting formal oversight cadence over pay and governance processes .
- Minor compliance lapse: one late Form 4 in 2023 suggests need for tighter insider reporting controls .
-
Compensation mix and trends:
- Stable board compensation structure: $50k cash retainer and ~$165k annual RSUs in both 2023 and 2024; no meeting or membership fees disclosed for non‑chairs .
- Equity awards time‑based with single‑year vest; no disclosed performance scorecard for directors—lower at‑risk pay component .
-
Investor confidence implications:
- Strong attendance and independent chair on the board (Mathews‑Spradlin) are positives .
- Ongoing IRA nomination rights and committee inactivity are notable governance watch‑items in assessing board effectiveness and independence over strategic/compensation decisions .
RED FLAGS: Hedging permitted ; IRA‑driven nominations ; Compensation/Nominating committees did not meet in 2024 ; late insider filing in 2023 .