George Odden
About George Odden
George Odden (age 60) has served as an independent director of TILT Holdings Inc. since March 2023. A career M&A banker and corporate development executive, he is currently a Partner at Ardent Advisory Group (since April 2020) and previously held senior M&A roles at UBS, Houlihan Lokey, KPMG, and led M&A at Rockwell International and Honeywell Aerospace; he began his career as a U.S. Navy officer and holds an MBA (institution not disclosed) . He is Chair of the Compensation Committee and a member of the Audit Committee, and has been determined independent under both Canadian NI 52‑110/Cboe Canada and Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ardent Advisory Group | Partner | Apr 2020–present | M&A advisory |
| CP Capital (boutique investment bank) | Partner | Aug 2015–Apr 2020 | Strategic transactions for operators |
| KPMG | Managing Director | Aug 2013–Aug 2015 | M&A advisory |
| Houlihan Lokey | Managing Director | 2007–2013 | M&A advisory |
| UBS | Director | 2001–2003 | Investment banking (M&A) |
| Dillon Read | Associate | 1995 | Investment banking (M&A) |
| Rockwell International | Led M&A efforts | Not disclosed | Corporate development leadership |
| Honeywell Aerospace | Led M&A efforts | Not disclosed | Corporate development leadership |
| U.S. Navy | Officer | 1987–1993 | Early career leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company boards | — | None disclosed; Company stated in 2023 proxy that none of its directors were directors of other reporting issuers within the prior five years (as of 2023) . |
Board Governance
- Committee assignments (current): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee membership not indicated for Odden in 2024 .
- Chair roles: Chair, Compensation Committee (since July 24, 2023) .
- Independence: Independent (Cboe Canada/NI 52‑110) and independent for Nasdaq Audit and Compensation Committee purposes .
- Attendance and engagement: Board met 38 times in 2024; Odden attended 38/38 meetings (100%). Committee meetings held in 2024: Audit (4), Compensation (2), Nominating & Corporate Governance (1) .
- Board leadership: Chair of the Board is independent; no lead independent director appointed .
- Noteholder designee: Odden serves as a noteholder designee pursuant to director nomination rights under the February 15, 2023 Note Purchase Agreement amendment (NPA Amendment), which also limited the Board to five seats with two designated by the noteholder representative .
Committee Meetings Held (2024)
| Committee | Meetings Held |
|---|---|
| Audit | 4 |
| Compensation | 2 |
| Nominating & Corporate Governance | 1 |
Fixed Compensation
- Structure: Independent directors receive a $70,000 annual retainer; additional annual retainers: Audit Chair $20,000; Compensation Chair $10,000; Nominating & Corporate Governance Chair $10,000; committee member retainers: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $7,500. No meeting fees; travel expenses reimbursed .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 70,240 | 90,000 |
| Total cash compensation ($) | 70,240 | 90,000 |
Performance Compensation
- Equity mix: Annual stock awards, plus a large option grant on Sept. 29, 2024 with time-based vesting (no director-specific performance metrics disclosed) .
- Performance metrics for director equity: None disclosed; awards are time-based (see vesting table) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards – grant-date fair value ($) | 73,876 | 99,667 |
| Option awards – grant-date fair value ($) | — | — |
Option Grant and Vesting Schedule (Granted 9/29/2024)
| Grant | Tranche | Vesting Date | Amount (options) |
|---|---|---|---|
| Stock Options | Tranche 1 | Sep 30, 2024 | 1,742,424 |
| 6,969,697 options | Tranche 2 | Dec 31, 2024 | 1,742,424 |
| Tranche 3 | Mar 31, 2025 | 1,742,424 | |
| Tranche 4 | Jun 16, 2025 | 1,742,425 | |
| As of Dec 31, 2024 | Options outstanding | — | 6,969,697 |
Notes: Company-wide weighted-average exercise price for outstanding options was $0.12 as of Dec 31, 2024 (plan-level, not director-specific) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company boards | None disclosed (see 2023 proxy statement) |
| Interlocks/nomination rights | Odden designated as director by noteholder representative under the NPA Amendment; board size capped at five with two noteholder designees |
| Related party transactions | Company has related financings with holders Mak One (former CEO), Callisto (then-director Draizin), RHC 3 (beneficial owner), and Deyong Wang; Audit Committee oversees related person transactions per policy. No Odden-specific RPT disclosed . |
Expertise & Qualifications
- Deep M&A expertise across bulge-bracket, advisory boutiques, and corporate development; financial literacy affirmed via Audit Committee service (all members financially literate under NI 52‑110) .
- U.S. Navy leadership experience and MBA (institution not disclosed) .
- Independent director status under Cboe Canada and Nasdaq rules .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Common Shares) | 9,437,998 (2.72% of 347,439,692 outstanding as of Apr 24, 2025) |
| Components | 2,468,301 RSUs; 5,227,272 options exercisable within 60 days of record date; additional 1,742,425 options vesting within 60 days (by Jun 16, 2025) |
| Options outstanding (as of Dec 31, 2024) | 6,969,697 |
| Anti-hedging policy | Directors/insiders prohibited from hedging company equity (e.g., collars, swaps) |
| Ownership guidelines | Nominating & Corporate Governance Committee is tasked with recommending minimum security holdings for directors (no specific multiple disclosed) |
Governance Assessment
-
Strengths
- Independent director with 100% Board meeting attendance in 2024 and financial literacy, enhancing Audit and Compensation Committee effectiveness .
- Clear committee leadership experience as Compensation Committee Chair; committee mandates and charters publicly adopted .
- Anti-hedging policy supports alignment; substantial equity exposure via RSUs/options .
-
Potential Risks / RED FLAGS
- Noteholder designee status may create perceived alignment with creditors rather than common equity in capital allocation and restructuring decisions; Board composition and observer rights for noteholders disclosed .
- Large option grant to non-employee directors in 2024 (6.97M options) represents a notable shift in director incentive structure; investors may scrutinize dilution and strike price terms (plan-level weighted-average exercise price $0.12) .
- A late Form 4 filing was reported in 2023 for multiple directors including Odden (administrative error) — a minor compliance footnote but relevant to monitoring controls .
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Other observations
- As an Emerging Growth Company, TILT is exempt from say‑on‑pay; shareholder feedback channels and committee meeting frequencies disclosed .