Brian Meadows
About Brian Meadows
Brian Meadows (age 60) was appointed Chief Financial Officer on February 5, 2025, serving as Principal Financial Officer and Principal Accounting Officer; he works remotely from British Columbia . He holds a BBA (Wilfrid Laurier University), an MBA (University of Glasgow), and CFA and CPA designations . Prior roles include CFO of Simply Better Brands (2020–2024), CFO and President at GLG Life Tech (2007–2018/2011–2018), and CFO of Atmofizer Technologies (2020–present), with a track record in growth, cash flow, capital raises, and risk management . The company’s insider trading policy prohibits hedging and pledging of company stock, and as of December 31, 2024 no executive had pledged shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atmofizer Technologies Inc. (CSE: ATMO) | Chief Financial Officer | Oct 2020 – present | Senior finance leadership; ongoing external CFO role cited in appointment . |
| Simply Better Brands Corporation (TSXV: SBBC) | Chief Financial Officer | Dec 2020 – Dec 2024 | Guided development and growth of HERO brand TRUBAR; capital and operations expertise . |
| GLG Life Tech Corporation (TSX: GLG) | Chief Financial Officer; President | CFO: Oct 2007 – Dec 2018; President: Nov 2011 – Dec 2018 | Strategy and operations leadership across finance and P&L . |
| Independent Consultant | Consultant | 2018 – 2020 | Advisory in finance/operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atmofizer Technologies Inc. | Chief Financial Officer | Oct 2020 – present | Concurrent external CFO role at appointment . |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | USD $250,000 per annum | Reviewed at least annually; payable under normal payroll practices . |
| Target Annual Bonus % | Up to 35% of Base Salary | Discretionary; based on financial results of the soda business only; payable ≤10 business days after Form 10-K filing for applicable year; first eligible year: FY2025, paid in 2026 . |
| Benefits | 4 weeks annual vacation; benefits eligibility (health, disability, life); benefit premium contribution terms | Vacation accrual cap at 12 weeks; payment of accrued/unused vacation upon separation . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (soda business results) | Discretionary | Up to 35% of Base Salary | Not disclosed (first eligible FY2025) | N/A |
| Milestone-based Stock Options (Sept 2025) | Not disclosed | 750,000 options (post-milestone grant) | Grant contingent on Board confirmation of milestones | One-third annually on each anniversary of grant date |
| Consulting Stock Options (pre-appointment) | Time-based | 1,250,000 options | Granted for prior consulting | 416,667 on Jan 2, 2026; 416,667 on Jan 2, 2027; 416,667 on Jan 2, 2028 |
Additional company practices: The Compensation Committee administers a Clawback Policy and reviews executive compensation governance; equity grants typically occur in Q1 and avoid timing around material nonpublic information; executive officers cannot choose grant dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of May 21, 2025 record date) | 0 shares; not listed among >5% holders or directors/officers with holdings . |
| Shares Outstanding (for ownership %) | 116,564,720 shares outstanding . |
| Options (status) | 1,250,000 options scheduled to vest Jan 2026/2027/2028 ; additional 750,000 options contingent on milestones (vesting one-third annually post-grant) . |
| Hedging/Pledging | Prohibited by insider trading policy; as of Dec 31, 2024 no pledging by directors/executives . |
| Ownership Guidelines | Compensation Committee develops and reviews director/executive stock ownership guidelines; specific multiples not disclosed . |
Employment Terms
| Provision | Terms |
|---|---|
| Start/Term | Effective Feb 12, 2025; indefinite term until terminated per agreement . |
| Place of Work | Remote from British Columbia with travel as required; home office responsibilities . |
| Actively Employed Requirement | Must be Actively Employed to receive/vest incentive comp, options, benefits; no vesting/accruals post employment; ESA statutory notice deemed active; all other non-working notice excluded . |
| Severance (No Cause / Good Reason) | ESA minimum notice/pay; plus 6 months Base Salary less ESA amounts, paid in installments; benefit premiums for 6 months unless covered elsewhere . |
| Bonus Payment Timing | ≤10 business days after Form 10-K filing for applicable year . |
| Non-Compete/Non-Diversion | 2 months post-termination across North America; includes premium non-alcoholic beverages, premium alcoholic beverages, licensed products, THC-infused beverages . |
| Notice (Executive resignation) | ≥14 days for Without Good Reason; Good Reason requires notice and 30-day cure; resignation within 60 days after failure to cure . |
| Accelerated Vesting (Termination) | If No Cause or Good Reason, all unvested equity scheduled to vest within six months of termination vests immediately on termination . |
| Change-in-Control | Double trigger: immediate vesting of all unvested equity upon termination (No Cause or Good Reason) within 12 months post-CIC . |
| Governing Law/Jurisdiction | British Columbia; disputes exclusively in provincial court . |
| Conditions | Canadian Stock Exchange qualification/clearance; resignation deemed “Without Good Reason” if Exchange objects to serving as CFO . |
| COBRA/Benefits Continuation | Company portion of benefit premiums for 6 months post-termination; cease upon coverage elsewhere . |
Investment Implications
- Compensation alignment: Meadows’ cash pay is modest ($250k) with discretionary bonus tied to the soda business, excluding acquired/successor entities—reducing M&A distortion but lowering formulaic pay-for-performance transparency . Option-heavy equity (1.25M time-vested; potential 0.75M milestone-based) aligns upside with multi-year execution; first vest in Jan 2026 may create prospective selling pressure as options become exercisable .
- Retention risk: Severance is six months base (net of ESA) and non-compete is short (2 months), suggesting limited post-departure restrictions; however, accelerated vesting of awards scheduled within six months mitigates forfeiture risk on a clean exit; full double-trigger vesting post-CIC incentivizes continuity through a transaction .
- Ownership/skin-in-the-game: As of May 2025, Meadows held no common shares, relying on options for alignment; anti-hedging/pledging policy supports alignment, but absence of disclosed ownership guidelines compliance metrics limits assessment .
- Execution signals: His signatures on financing and transaction documents (credit facility consent, MJ subsidiaries sale documentation) indicate active involvement in capital structure and strategic portfolio actions, supporting a value-creation mandate in 2025 .