Brad Hoch
About Brad Hoch
Brad Hoch is Interim Chief Financial Officer (since May 22, 2023) and Chief Accounting Officer (since December 1, 2022) at TILT Holdings (TLLTF), with prior stints as CFO (Oct 2020–Dec 2022) and Interim CFO (Jun–Oct 2020). He brings 20+ years in senior finance roles, including Division Controller at Verra Mobility (2011–2019), Director of Finance at TPI Composites (2009–2011), and multiple finance positions at Gateway Inc. (1996–2009) . As PFO, he certifies SOX Section 302/906 controls and fair presentation of financials for TILT’s quarterly reports (Q1 and Q2 2025) . The company initiated a creditor-protection restructuring in Nov 2025 to cancel existing equity and take the company private, indicating stressed performance context and significant implications for equity-linked compensation and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TILT Holdings Inc. | Interim CFO | May 22, 2023–present | Principal Financial Officer overseeing reporting, controls, and restructuring period |
| TILT Holdings Inc. | Chief Accounting Officer | Dec 1, 2022–present | Led accounting and disclosure processes |
| TILT Holdings Inc. | CFO | Oct 2020–Dec 2022 | Corporate finance leadership during cannabis market downturn |
| TILT Holdings Inc. | Interim CFO | Jun 2020–Oct 2020 | Transition leadership in finance |
| Verra Mobility | Division Controller | Oct 2011–Feb 2019 | Senior finance leader in fleet management technology |
| TPI Composites Inc. | Director of Finance | Sep 2009–Oct 2011 | Finance leadership in composites manufacturing |
| Gateway Inc. | Various finance roles | Jan 1996–Sep 2009 | Long-tenured finance roles in high-growth tech/business solutions enterprises |
External Roles
- No current external public company directorships or committee roles disclosed for Brad Hoch .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $300,000 | $300,000 | $300,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards (Grant-date FV) | $0 | $0 | $0 |
| Option Awards | $0 | $0 | $0 |
| Non-Equity Incentive Plan Comp | $0 | $0 | $0 |
| All Other Compensation | $0 | $0 | $0 |
| Total Compensation | $300,000 | $300,000 | $300,000 |
Performance Compensation
- Incentive bonus eligibility (discretionary): 60% payout at target; 80% based on company financial performance, 20% on individual performance goals (metrics not further specified) .
| Component | Weighting | Target Payout | Metric Definition | FY2023 Actual | FY2024 Actual | Vesting/Timing |
|---|---|---|---|---|---|---|
| Company Financial Performance | 80% | 60% payout at target | Specific KPIs not disclosed | $0 bonus | $0 bonus | Annual; discretionary |
| Individual Performance Goals | 20% | 60% payout at target | Specific goals not disclosed | $0 bonus | $0 bonus | Annual; discretionary |
- Anti-hedging policy: Prohibits hedging instruments (collars, swaps, PVF contracts, exchange funds) for insiders .
- Q1 2025: No adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading plans by directors/officers, indicating limited pre-programmed selling at that time .
Equity Ownership & Alignment
| Item | 2024 Proxy (Record Date: Apr 16, 2024) | 2025 Proxy (Record Date: Apr 24, 2025) |
|---|---|---|
| Beneficial Ownership (Total) | 541,509 (141,509 common + 400,000 vested options) | 541,509 (141,508 common + 400,000 vested options) |
| Percent of Class | * less than 1% | * less than 1% |
| Vested vs. Unvested | 400,000 options vested; no unexercisable options; 41,509 common shares from 2020 grant fully vested as of Jun 26, 2020 | |
| Option Grant Details | 400,000 options granted 6/26/2020 | — |
| Option Exercise Price | $0.4753 | — |
| Option Expiration | 6/25/2030 | — |
| Shares Pledged | No pledging disclosure provided; none indicated | |
| Ownership Guidelines | No executive stock ownership guideline disclosure for Brad Hoch |
Restructuring Plan: On the effective date of the proposed CCAA plan, all existing equity and all rights to acquire equity (options, restricted shares, warrants, ungranted equity compensation) are to be cancelled for no consideration, materially impacting insider ownership and future selling dynamics .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Executive Employment Agreement effective Dec 1, 2022 (Hoch Agreement) |
| Role | Chief Accounting Officer; Interim CFO since May 22, 2023 (compensated under Hoch Agreement) |
| Term Length | Four years, ending Nov 30, 2026 |
| Base Salary | $300,000 annually; subject to annual Board review |
| Incentive Bonus | Eligible; discretionary; 60% payout at target; 80% company financial performance, 20% individual goals |
| Equity Awards | 400,000 options (granted 6/26/2020) vested; 41,509 common shares (granted 6/26/2020) fully vested |
| Severance (No Cause / Good Reason) | Accrued amounts + 12 months base salary; equity: PSUs time vesting accelerated if stock price conditions met; RSUs credited 12 months service per year; partial COBRA reimbursement (self and dependents) |
| Change of Control | Accrued amounts + 18 months base salary + full fiscal-year incentive bonus; equity award share price targets deemed met; vesting accelerated if not equitably assumed; if assumed, vest on original schedule; acceleration upon post-CoC termination; partial COBRA reimbursement |
| Clawback / Non-Compete | Clawback and non-compete terms not disclosed in proxy excerpts |
Investment Implications
- Alignment and dilution risk: Hoch’s economic exposure is modest (<1% beneficial ownership) and primarily via fully vested 2020 options; proposed CCAA plan would cancel existing equity and all equity rights for no consideration, removing future insider selling overhang but eliminating alignment via equity-based incentives .
- Retention economics: 12 months base severance for standard separation and 18 months plus full-year bonus at change-of-control create moderate retention value; equity acceleration provisions at CoC improve downside protection, suggesting balanced retention but limited upside if equity is cancelled in restructuring .
- Trading signals: No 10b5-1 plan activity in Q1 2025 and anti-hedging policy in place reduce near-term forced selling signals; however, restructuring and planned equity cancellation supersede typical insider supply dynamics .
- Execution risk: As principal financial officer, Hoch’s SOX certifications and role through delayed 10-K notice and creditor-led restructuring frame elevated execution risk and governance scrutiny; insolvency and plan to go private signal material stress on performance metrics (revenue/EBITDA not tied to disclosed CFO bonus metrics) .