Mark Higgins
About Mark Higgins
Mark M. Higgins (age 39) serves as General Counsel of TILT Holdings Inc. (TLLTF) since February 2024, after roles as Deputy General Counsel (September 2021–February 2024) and Senior Corporate Counsel (February 2020–September 2021); prior to TILT he was an Associate Attorney at Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. (2015–2020) . His executive employment agreement (effective September 27, 2021; amended December 1, 2022) runs through November 30, 2026 with an annual base salary of $275,000 and eligibility for a discretionary incentive bonus targeted at 30% of salary, weighted 65% to company financial performance and 35% to individual goals . Beneficial ownership shows 175,000 common shares (less than 1% of outstanding), and holdings of 100,000 vested stock options (exercise $0.4753; expiration June 25, 2030), 48,750 PSUs, and 26,250 RSUs . For context, the company reported a Q1 2024 net loss of $9.651 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TILT Holdings Inc. | General Counsel | Feb 2024–present | Not disclosed |
| TILT Holdings Inc. | Deputy General Counsel | Sep 2021–Feb 2024 | Not disclosed |
| TILT Holdings Inc. | Senior Corporate Counsel | Feb 2020–Sep 2021 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. | Associate Attorney | Sep 2015–Feb 2020 | Not disclosed |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary (USD) | $275,000 | Set by Higgins Agreement; subject to annual review |
| Target Bonus % of Salary | 30% | Discretionary; 65% company performance / 35% individual goals |
| Actual Bonus Paid (USD) | $0 | No bonus reported for 2024 |
Performance Compensation
Annual Incentive Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company financial performance | 65% | Not disclosed | Not disclosed | Discretionary; payout at target equals 30% of salary | N/A |
| Individual performance goals | 35% | Not disclosed | Not disclosed | Discretionary; payout at target equals 30% of salary | N/A |
Equity Awards
| Award Type | Grant Date | Quantity | Exercise/Strike | Expiration | Vesting Status |
|---|---|---|---|---|---|
| Stock Options | Jun 26, 2020 | 100,000 | $0.4753 | Jun 25, 2030 | Vested; terms unchanged by Higgins Agreement |
| PSUs | As of Apr 24, 2025 record date | 48,750 | N/A | N/A | Not disclosed |
| RSUs | As of Apr 24, 2025 record date | 26,250 | N/A | N/A | Not disclosed |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 175,000 common shares; less than 1% of class |
| Shares outstanding (record date) | 347,439,692 common shares |
| Options (exercisable) | 100,000 options exercisable @ $0.4753, expire 6/25/2030 |
| PSUs | 48,750 units outstanding (beneficial ownership count basis) |
| RSUs | 26,250 units outstanding (beneficial ownership count basis) |
| Hedging/Pledging | Company policy prohibits hedging by insiders; pledging not disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
- Agreement dates and term: Executive employment agreement effective September 27, 2021; amended December 1, 2022; four-year term ending November 30, 2026 .
- Role and compensation basis: Appointed General Counsel in February 2024; compensated per Higgins Agreement .
- Severance: If terminated without cause or resignation with good reason, 12 months of base salary plus accrued amounts; partial COBRA reimbursement with timely election .
- Change-of-control: Lump-sum 18 months (1.5x) base salary plus full incentive bonus for that fiscal year; equity award price targets deemed met; vesting accelerates depending on assumption and termination circumstances; partial COBRA reimbursement .
- Non-compete / Non-solicit / Confidentiality: Standard provisions apply to NEOs for 12 months post-termination .
- Benefits: Participation in group welfare, retirement, and fringe benefit plans as available .
Investment Implications
- Alignment: 2024 compensation was entirely base salary with no bonus or new stock awards reported, suggesting limited near-term variable pay linkage; equity exposure is modest and concentrated in fully vested, legacy options, plus smaller RSU/PSU balances .
- Retention and change-of-control economics: Severance of 12 months base salary and 1.5x base plus full-year bonus upon change-of-control, with equity vesting relief, provides retention but could create contingent costs in strategic transactions .
- Governance and trading signals: Anti-hedging policy reduces misalignment risk; no pledging disclosures provided; absence of recent bonus and equity grants may reduce immediate selling pressure, though vested options remain exercisable into 2030 .
- Disclosure environment: As an emerging growth company, TILT uses reduced executive compensation disclosures and is exempt from non-binding say-on-pay votes, limiting external feedback mechanisms for pay-for-performance assessments .