Arthur Smuck
About Arthur Smuck
Arthur Smuck, age 64, has served on TILT Holdings’ Board since June 2023 and as independent Chair of the Board since September 2023. He brings deep supply chain and logistics leadership, currently serving as Executive Chairman of Bricz (since May 2022), with prior roles as COO at HERBL Solutions (2019–2024) and President/CEO of FedEx Supply Chain (2014–2018). The company cites his cannabis distribution and complex logistics experience as key qualifications for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Supply Chain | President & CEO | Jan 2014 – Nov 2018 | Led third-party logistics; large-scale supply chain oversight |
| HERBL Solutions | Chief Operating Officer | Jun 2019 – Jun 2024 | Cannabis distribution operations expertise |
| Bricz | Executive Chairman | May 2022 – Present | Global supply chain services leadership; strategic oversight |
External Roles
| Organization | Type | Role | Public Company Board? |
|---|---|---|---|
| Bricz | Private | Executive Chairman | Not disclosed as public/director role |
| HERBL Solutions | Private | Former COO | Not disclosed as public/director role |
| FedEx Supply Chain | Subsidiary | Former President & CEO | No current board role disclosed |
Board Governance
- Independence: The Board operates with a separate CEO and independent Chair (Smuck); because the Chair is independent, no lead independent director is appointed . Audit Committee members, including Smuck, are determined independent under Canadian NI 52-110 and Nasdaq Rule 5605(c)(2)(A); all are financially literate .
- Committee assignments and chair roles:
- 2023: Became Chair of Nominating & Corporate Governance (NCG) and joined Compensation Committee (June 12, 2023); appointed Board Chair (Sept 25, 2023) .
- 2024: Transitioned onto Audit Committee (Oct 31, 2024); NCG chair moved to Marshall Horowitz (Dec 4, 2024) .
- Current (2024 period as reported in 2025 proxy): Member of Audit and NCG; not on Compensation Committee .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meeting Attendance | 5/5 | 30/38 |
| Committee Memberships | Compensation (member); NCG (Chair) | Audit (member); NCG (member); Board Chair |
| Audit Committee Independence/Literacy | Independent; financially literate (committee-wide) | Independent; financially literate (committee-wide) |
- Majority voting policy: Directors must receive majority support in uncontested elections; resignation required if “withheld” exceeds “for” votes, with Board decision within 90 days .
- Risk oversight: Board conducts risk oversight directly and via Audit, Compensation, and NCG committees; Audit Committee reviews financial reporting risks and internal controls .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $70,000 | Standard for all independent directors |
| Committee Chair Retainers | NCG Chair: $10,000 | Smuck served as NCG Chair during part of 2024 |
| Committee Member Retainers | Compensation member: $7,500; Audit member: $10,000 | Smuck was a Compensation member in 2023; joined Audit in Oct-2024 |
| Fees Earned or Paid in Cash (FY 2024) | $87,500 | Actual cash compensation received |
Performance Compensation
| Component | FY 2024 Amount (USD) | Grant Details | Vesting / Schedule |
|---|---|---|---|
| Stock Awards (RSUs/DSUs) | $99,667 | Aggregate grant-date fair value per ASC 718 | Not explicitly disclosed for directors |
| Option Awards | — (value not in director table) | Granted 6,969,697 options on Sept 29, 2024 | 1,742,424 vested 9/30/2024; 1,742,424 vested 12/31/2024; 1,742,424 vested 3/31/2025; 1,742,425 scheduled 6/16/2025 (service-based) |
| Weighted-average option exercise price (plan-level) | $0.12 | Equity plan snapshot at 12/31/2024 (company-wide) | N/A |
Performance metrics tied to director equity (TSR, EBITDA, ESG, etc.): Not disclosed for directors; director equity appears service-based vesting rather than performance-conditioned .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Smuck |
No related-party transactions disclosed specifically involving Smuck in the “Certain Relationships and Related Persons Transactions” section; the NPA-related items cite other parties (e.g., Scatterday, Draizin) .
Expertise & Qualifications
- Supply chain and logistics expertise; cannabis distribution operations (HERBL), global supply chain services (Bricz), and large-scale 3PL leadership (FedEx Supply Chain) .
- Financial literacy affirmed for Audit Committee composition; audit committee independence per NI 52-110 and Nasdaq rules .
Equity Ownership
| Metric | Record Date | Value |
|---|---|---|
| Common Shares Beneficially Owned (#) | Apr 24, 2025 | 9,437,998 |
| Ownership (% of Outstanding) | Apr 24, 2025 | 2.72% (out of 347,439,692 shares) |
| Components | Apr 24, 2025 | 2,468,301 RSUs; 5,227,272 Options; plus 1,742,425 options vesting within 60 days |
| Group Ownership (all directors/executives) | Apr 24, 2025 | 49,997,369 shares; 14.39% |
Shares pledged as collateral: Not disclosed. Ownership guidelines for directors and compliance status: Not disclosed .
Insider Trades and Section 16 Compliance
| Date | Filing | Person | Notes |
|---|---|---|---|
| Oct 5, 2023 | Late Form 4 | Smuck (and certain directors) | Late due to administrative error; company states timely compliance otherwise for 2023 |
Governance Assessment
- Board effectiveness: Smuck’s independent Chair role with active committee participation (NCG Chair in 2023; Audit member in 2024–2025) supports governance rigor and risk oversight. Attendance improved from 5/5 (during partial 2023 tenure) to 30/38 in 2024, indicating strong engagement during a year of numerous meetings .
- Alignment: Cash retainer consistent with peers for a small-cap EGC; meaningful equity exposure via RSUs and sizable option grant with structured quarterly vesting through mid-2025 aligns director incentives with shareholder outcomes, though specific performance gates for director equity are not disclosed .
- Conflicts and related-party exposure: No related-party transactions were disclosed for Smuck; prior operational roles in cannabis distribution and logistics may enhance industry insights without a disclosed conflict at TILT. Audit Committee independence confirms objective oversight .
- Shareholder feedback mechanisms: As an emerging growth company, TILT is exempt from say‑on‑pay votes, limiting direct shareholder advisory input on compensation; however, a majority voting policy for directors enhances accountability in uncontested elections .
- RED FLAGS:
- Late Form 4 in 2023 (administrative error) is minor but noted .
- Heavy option grants to directors could create short-term incentive bias if not balanced by long-term ownership guidelines (not disclosed); absence of disclosed performance conditions for director equity reduces explicit pay-for-performance linkage .