Scott Cohen
About Scott Cohen
Scott Cohen (age 56) has served on iAnthus’s Board since 2022. He is Principal at Four Seas Advisors LLC and brings over 25 years of investment experience across distressed debt and equity, including leadership roles at Cerberus Capital Management, Silver Rock Financial, and Merrill Lynch; he holds a 1990 degree from Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Four Seas Advisors LLC | Principal | Current | Turnaround consulting and active investor in distressed and restructuring situations |
| Silver Rock Financial | Investor (family office) | Until 2017 | Sourcing and structuring public/private debt and equity; activist/restructuring transactions |
| Cerberus Capital Management | Managing Director & Portfolio Manager | Not disclosed; prior to Silver Rock | Led distressed asset investments; creditor committees; liability management with PE portfolio companies |
| Merrill Lynch – High Yield Finance & Restructuring | Investment Banker | 1990–1992 | High-yield and restructuring transactions |
| Merrill Lynch – Distressed Debt Trading | Distressed Debt Investor/Analyst | 1992–1998 | Analyzed/invested in distressed corporate situations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Four Seas Advisors LLC | Principal | Current | Advisory and investing in turnaround opportunities |
No other current public company directorships for Scott Cohen were disclosed; other director cross-seats include Wendy’s (WEN) and JAKKS (JAKK) for peers, but none for Cohen .
Board Governance
- Committee assignments: Audit Committee Chair; members are Scott Cohen (Chair), Michelle Mathews-Spradlin, and Alexander Shoghi .
- Independence: Board determined Scott Cohen is independent; he also qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Attendance/engagement: Audit Committee held 5 meetings in fiscal 2024; Cohen signed the Audit Committee report recommending inclusion of audited financials and re-appointment of PKF O’Connor Davies, LLP .
- Investor Rights Agreement (IRA) influence: Cohen was appointed as a lender-designated director under the IRA following the June 2022 recapitalization; Secured Lenders designated Cohen, Mathews‑Spradlin, and Gilbert to the Board .
- Audit Committee charter highlights: Minimum three independent directors; financial literacy required; at least one “financial expert”; limits on simultaneous service on >3 audit committees; pre-approval of non-audit services; oversight of complaints, internal control, cybersecurity, and related-person transactions .
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | $50,000 | $20,000 (Audit Chair) | $70,000 |
Performance Compensation
| Grant Date | Award Type | Units | Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Nov 26, 2024 | RSUs | 33,000,000 | $165,000 | Vest on Nov 26, 2025 | None disclosed (time-based RSUs) |
| Sep 19, 2022 | RSUs | 4,607,844 | $235,000 | Vest on Sep 19, 2023 | None disclosed (time-based RSUs) |
Compensation process: Determined by Board based on Compensation Committee recommendations; no formal objectives or criteria; Board has not considered risks associated with compensation policies. Company has not adopted an anti-hedging policy for directors/officers (red flag for alignment) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflict/Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Scott Cohen |
Expertise & Qualifications
- Audit committee financial expert; financially literate with deep distressed debt and restructuring expertise .
- 25+ years in investments, creditor committee leadership, activist transactions; liability management work with PE portfolio companies .
- Education: Tufts University, 1990 .
Equity Ownership
| As-of Date | Beneficial Shares | Unvested RSUs | Ownership % | Notes |
|---|---|---|---|---|
| Mar 21, 2025 | 13,443,629 | 33,000,000 | <1%* | Shares outstanding: 6,745,694,117; footnotes indicate <1% ownership and exclude unvested RSUs |
Insider Trades
| Filing/Item | Period | Note |
|---|---|---|
| Section 16(a) Compliance | FY2022 | Company disclosed Scott Cohen did not timely file a Form 3; other directors also noted (compliance weakness) |
AGM Vote Signal (Investor Confidence)
| Director | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Scott Cohen | 3,900,531,274 | 0 | 2,762,009 | 45,741,620 |
Re-elected at the June 26, 2025 AGM; all management proposals approved .
Governance Assessment
-
Strengths
- Independent Audit Committee Chair with “financial expert” designation; robust charter and active oversight (5 meetings in 2024; direct engagement with auditors; unmodified opinions for FY2024/2023) .
- Significant personal shareholdings and scheduled RSU vesting indicate some alignment, albeit below 1% ownership given the share count .
-
Watch items / RED FLAGS
- Lender-appointed status under the IRA may introduce perceived conflicts, especially while chairing the Audit Committee that reviews related-party transactions .
- Company has no anti-hedging prohibition for directors/officers, weakening alignment safeguards .
- Prior late Section 16 Form 3 filing (FY2022) suggests historical compliance slippage .
- Compensation structure for directors is primarily time-based RSUs with no disclosed performance metrics, reducing pay-for-performance linkage .
-
Compensation Mix Trends
- 2022 RSU grant to Cohen ($235,000, vest 2023) followed by 2024 RSU grant ($165,000, vest 2025); 2024 cash fees include Audit Chair premium ($20,000), indicating a consistent equity-heavy, time-based approach for director pay .
-
Committee Effectiveness
- Audit Committee charter emphasizes independence, expertise, pre-approval of non-audit services, complaint procedures, and cybersecurity oversight—positive indicators for board effectiveness .
- Audit Committee composition is constrained by IRA investor designation, which can impact perceived independence despite Board determinations .
Overall signal: High shareholder support for re-election and active audit oversight are positives, while IRA-linked board composition, lack of anti-hedging policy, and non-performance RSUs warrant monitoring for alignment and independence risks .