Irwin Simon
StagwellAbout Irwin D. Simon
Irwin D. Simon (age 66) is Lead Independent Director of Stagwell Inc. (STGW) and has served on the board since April 25, 2013. He is Chairman and Chief Executive Officer of Tilray Brands, Inc. (since May 2021) and previously founded The Hain Celestial Group, serving as Chairman and CEO until 2018; he also served as Executive Chairman of Whole Earth Brands until its sale in August 2024 and sits on the board of Tulane University . The Board has determined Simon is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hain Celestial Group, Inc. | Founder, Chairman & CEO | 1993–2018 | Built leading global organic/natural products company |
| Whole Earth Brands, Inc. | Executive Chairman | Until sale in Aug 2024 | Led through sale process |
| Aphria Inc. | CEO/transformational leader | 2019 (joined, led reverse merger with Tilray) | Structured reverse merger creating Tilray Brands |
| Barnes & Noble, Inc. | Director (prior) | Not disclosed | — |
| Jarden Corp. | Director (prior) | Not disclosed | — |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| Tilray Brands, Inc. (Nasdaq) | Chairman & CEO | May 2021 | Active operating CEO |
| Tulane University | Director | Not disclosed | Non-profit board service |
Board Governance
- Committee memberships: Human Resources & Compensation Committee; Nominating & Corporate Governance Committee (member) .
- Lead Independent Director: Presides over executive sessions held in conjunction with each regularly scheduled Board meeting .
- Independence: Board determined Simon is independent under Nasdaq rules; only the CEO/Chair (Mark Penn) is non-independent .
- Attendance and engagement: Board met 8 times in 2024; committees met Audit (7), HR&C (6), Nominating (3). Each incumbent director attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Board Retainer | 70,000 | Standard annual cash retainer |
| Lead Independent Director Retainer | 75,000 | Additional annual cash for Lead Independent Director |
| HR & Compensation Committee Member Retainer | 5,000 | Annual cash retainer for committee membership |
| Nominating & Corporate Governance Committee Member Retainer | 5,000 | Annual cash retainer for committee membership |
| Total Cash Earned (FY 2024) | 155,000 | Matches policy components above |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Jun 12, 2024 | 22,762 | 150,002 | Vests on first anniversary (Jun 12, 2025), subject to service |
- Non-employee director equity policy: Annual RSUs equal to $150,000 divided by fair market value on grant date; one-year vesting; directors may elect to receive cash fees in fully vested shares .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Tilray Brands, Inc. | Chairman & CEO | Time-commitment consideration; STGW Board confirms Simon’s independence |
| Whole Earth Brands, Inc. | Executive Chairman (prior) | Ended upon sale Aug 2024 |
| Barnes & Noble, Inc.; Jarden Corp. | Former Director | Prior roles; no current interlocks disclosed |
| Tulane University | Director | Non-profit; no conflict disclosed |
- Compensation Committee interlocks: HR&C Committee (Rogers, Gross, Simon) reported no relationships requiring Item 404 disclosure and no interlocks with other entities’ executive officers .
- Related-party transactions: 2024 related-party transactions disclosed for CEO Penn, President Leveton, and Goldman Sachs affiliates; no transactions involving Simon were disclosed .
Expertise & Qualifications
- Consumer packaged goods and marketing services expertise; extensive operational and entrepreneurial experience from founding and leading Hain Celestial; insights relevant to STGW’s partner firms and marketing services .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Total | Notable Details |
|---|---|---|---|
| Irwin D. Simon | 175,921 | * (<1%) | Includes 22,762 unvested RSUs scheduled to vest on Jun 12, 2025 |
| Hedging/Pledging | — | — | Board policy prohibits hedging and limits pledging to 40% with approval; currently, no officers/directors hedge or pledge stock |
Governance Assessment
- Strengths: Lead Independent Director role with executive session leadership ; independence affirmed ; consistent attendance ; director pay mix balanced (FY 2024 cash $155k; equity $150k) supporting alignment ; robust related-party policy and oversight; no Simon-related related-party transactions disclosed ; no delinquent Section 16 filings noted for Simon (only one CAO filing exception) .
- Potential risks and monitoring items:
- External CEO role (Tilray) entails significant time commitments; continued monitoring of attendance and committee engagement warranted, though 2024 attendance met policy thresholds .
- As HR&C member while serving as an external CEO, scrutiny of compensation decisions and independence is appropriate; proxy indicates no interlocks or Item 404 conflicts for HR&C members .
Director Compensation Summary (FY 2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 |
| Stock Awards (RSUs) | 150,002 |
| Total | 305,002 |
Committee Assignments
| Committee | Role |
|---|---|
| Human Resources & Compensation | Member |
| Nominating & Corporate Governance | Member |
| Executive Sessions | Lead Independent Director; presides |
Attendance
| Body | 2024 Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 8 | All incumbent directors attended ≥75% and attended 2024 annual meeting |
| Audit Committee | 7 | — |
| HR & Compensation Committee | 6 | — |
| Nominating & Corporate Governance Committee | 3 | — |
Policies and Shareholder Signals
- Clawback policy (executive compensation): Applies to executives (not directors); recovery on restatement per SEC/Nasdaq rules; no recovery required for prior revisions .
- Hedging/pledging: Prohibited/limited; none currently for officers/directors .
- Say-on-pay: 2024 advisory vote received over 99% approval; indicates broad shareholder support for compensation framework overseen by HR&C (includes Simon) .
RED FLAGS
- None disclosed involving Simon: no related-party transactions, hedging/pledging, or delinquent filings attributed to him .
- Time-commitment risk from concurrent CEO role at Tilray: monitor ongoing attendance and engagement (2024 met thresholds) .