Michelle Mathews-Spradlin
About Michelle Mathews-Spradlin
Michelle Mathews-Spradlin (Age: 58) is an independent director and Chair of the Board at iAnthus Capital Holdings, Inc. (ITHUF). She has served on the Board since 2022 and chairs the Compensation Committee; she is also a member of the Audit Committee. Previously, she was Chief Marketing Officer and Senior Vice President at Microsoft, with earlier roles at General Motors and as a UK-based communications consultant for Microsoft, giving her deep brand, consumer, and technology credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Chief Marketing Officer; SVP | 1993–2011 | Oversaw global marketing for Windows, Office, Xbox, IE, Bing; built global brands; led female advancement programs |
| Microsoft (UK) | Communications Consultant | 1989–1993 | Led communications work pre-Microsoft US tenure |
| General Motors | Various roles | 1986–1989 | Early career roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| The Wendy’s Company (NASDAQ: WEN) | Director | Public | Current WEN director; shared iAnthus interlock with director Kenneth W. Gilbert (also WEN) |
| Jacana Holdings Inc. | Director | Private | Board member |
| The Bouqs Company | Director | Private | Board member |
| The Brandtech Group | Director | Private | Board member |
| Unilever PLC | Digital Advisory Board Member | Public | Advisory role |
| California Institute of Technology | Board of Trustees | Non-profit | Trustee |
| UCLA School of Theater, Film and Television | Executive Board | Academic | Executive board member |
Board Governance
- Board roles and committees: Chair of the Board; Chair, Compensation Committee; Member, Audit Committee. Not a member of Nominating & Corporate Governance Committee .
- Independence: Determined independent under NI 52-110; Alexander Shoghi and CEO Richard Proud may not be considered independent .
- Attendance: Board met 12 times in 2024; each director had 100% attendance at Board and their committees in 2024 .
- Committee activity: Audit Committee met 5 times in 2024; Compensation Committee did not meet during 2024; Nominating & Corporate Governance Committee did not meet during 2024 .
- Investor influence: Investor Rights Agreement gives major investors nomination rights; First Investor nominated Cohen, Mathews-Spradlin, and Gilbert, concentrating influence among large holders .
Fixed Compensation
| Component | 2024 Amount | Detail | Vesting |
|---|---|---|---|
| Annual Cash Retainer | $50,000 | Base director retainer | N/A |
| Chair of the Board Fee | $75,000 | Additional annual retainer | N/A |
| Chair, Compensation Committee Fee | $15,000 | Additional annual retainer | N/A |
| Total Cash Fees | $140,000 | Two of four installment payments noted; total annual cash shown | N/A |
| RSU Grant | $165,000 fair value | 33,000,000 RSUs granted 11/26/2024 | Vests 11/26/2025 |
Notes: Amounts reflect aggregate grant-date fair value per ASC 718; RSUs vest time-based, not performance-based .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Performance metrics in director awards | None disclosed; RSUs time-based | None disclosed; RSUs time-based |
Other Directorships & Interlocks
- Interlock: Both Mathews-Spradlin and Kenneth W. Gilbert serve on The Wendy’s Company board, creating an external interlock that may facilitate information flow but warrants monitoring for potential conflicts .
- Investor nominations: Her nomination by the “First Investor” under the IRA underscores large-holder influence; independence under NI 52-110 was affirmed, but investors’ rights can shape board composition .
Expertise & Qualifications
- Strategic marketing, global brand management, consumer and B2B marketing leadership from senior roles at Microsoft .
- Governance and advisory experience across public, private, and non-profit boards (WEN, Unilever advisory, Caltech, UCLA) .
- Audit Committee membership with financial literacy requirements met; Audit Committee includes an audit committee financial expert (Scott Cohen) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 7,941,178 | 14,816,178 |
| Unvested RSUs (#) | 6,875,000 (granted 11/15/2023; vested 11/15/2024) | 33,000,000 (granted 11/26/2024; vests 11/26/2025) |
| Ownership % of Shares Outstanding | <1% (as disclosed) | Not disclosed; company had 6,735,929,933 shares outstanding as of May 21, 2025 |
Additional alignment/constraints:
- No company-wide anti-hedging policy; company is not aware of any director hedging transactions (monitoring advisable) .
- No pledging disclosures found for Mathews-Spradlin in proxy materials reviewed.
Governance Assessment
Strengths:
- Independent director and Chair of the Board with 100% attendance; strong brand and go-to-market expertise relevant to consumer-facing cannabis operations .
- Clear committee leadership (Compensation Chair) and presence on Audit Committee; structured RSU grants for director equity alignment .
Watch items / red flags:
- Compensation Committee did not meet in 2024 despite chair role—weak cadence could signal limited pay oversight; recommend ensuring committee work plans and annual evaluations are executed .
- Investor Rights Agreement concentrates nomination power; Mathews-Spradlin was nominated by the First Investor, raising potential influence dynamics despite independence designation .
- Company lacks a formal anti-hedging policy for directors/officers; governance best practice typically favors prohibitions to preserve alignment .
- Historical late Section 16 filing (2023) for Mathews-Spradlin indicates a compliance lapse; ensure ongoing timely filings to avoid regulatory optics risk .
Shareholder signals:
- 2025 AGM director elections passed with overwhelming support; Mathews-Spradlin received 3,900,899,870 “For” votes, with minimal abstentions—positive confidence indicator .
Executive sessions/engagement:
- Not disclosed; Board met 12 times in 2024; Audit met 5 times; Compensation did not meet—oversight routines should be strengthened at Compensation to align with best practices .