Marshall Horowitz
About Marshall Horowitz
Marshall Horowitz (age 61) is an independent director of TILT Holdings Inc. (TLLTF) since October 2, 2024, with prior service as the company’s first General Counsel (Aug 2019–Oct 2021) and as a senior advisor (Oct 2021–Dec 2022). He holds a J.D. from the University of Chicago Law School and a B.A. from Brown University, and has ~30 years of global legal and transactional experience across New York, Hong Kong, Singapore, and Los Angeles . In 2024, he attended 10 of 12 Board meetings following his appointment (Board held 38 meetings in 2024) . The Board has deemed Horowitz independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TILT Holdings Inc. | General Counsel | Aug 2019–Oct 2021 | First GC, established legal function |
| TILT Holdings Inc. | Senior Advisor (consulting agreement) | Oct 2021–Dec 2022 | Advisory support post-GC tenure |
| Various companies in Asia | Advisor | Jan 2023–present | Advisory services to companies doing business in Asia |
| National/international law firms (NY, HK, SG, LA) | Attorney | Prior to 2019 | Primary outside counsel to multiple companies; global transactional work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee; not an Audit Committee member .
- Independence: Board classifies Horowitz as an independent director under Nasdaq Rule 5605(a)(2) .
- Attendance: 10/12 Board meetings in 2024 post-appointment; all incumbent directors met ≥75% threshold in 2024; AGM attendance noted .
- Committee activity levels: Compensation Committee held two meetings in 2024; Nominating & Corporate Governance Committee held one meeting in 2024 .
- Board leadership: Independent Chair (Arthur Smuck); no Lead Independent Director due to independent chair structure .
- Executive sessions: Independent directors do not hold regularly scheduled meetings without management; may meet without executives as needed .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $70,000 | Paid to all independent directors |
| Audit Committee chair retainer | $20,000 | Chair premium |
| Compensation Committee chair retainer | $10,000 | Chair premium |
| Nominating & Corporate Governance Committee chair retainer | $10,000 | Chair premium |
| Audit Committee member retainer | $10,000 | Member fee |
| Compensation Committee member retainer | $7,500 | Member fee |
| Nominating & Corporate Governance Committee member retainer | $7,500 | Member fee |
| 2024 fees earned or paid in cash (Horowitz) | $19,375 | Pro-rated post-appointment; no other cash categories |
Performance Compensation
| Element | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Stock awards (Horowitz) | — | — | — | — | No director performance metrics disclosed; directors receive stock awards generally, but none reported for Horowitz in 2024 |
| Option awards (Horowitz) | — | — | — | — | — |
Directors are compensated via annual cash retainers and stock awards; Horowitz reported no 2024 stock awards or options in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No external public boards disclosed for Horowitz in proxy |
Expertise & Qualifications
- Legal/transactional expertise: ~30 years global experience; primary outside counsel across industries .
- Governance: Prior TILT GC; chair of Nominating & Corporate Governance Committee .
- Education: University of Chicago Law School (J.D.); Brown University (B.A.) .
- Industry/cross-border experience: Practice across NY, Hong Kong, Singapore, Los Angeles; advisory for Asia-facing companies .
Equity Ownership
| Holder | Common Shares (#) | Percent of Class (%) | RSUs (#) | Options (#) | Notes |
|---|---|---|---|---|---|
| Marshall Horowitz | — | * (less than 1%) | — | — | No beneficial ownership reported; percent marked as “*” <1% |
Pledging/hedging: No pledging or hedging disclosures specific to Horowitz; beneficial ownership and related party sections do not indicate pledging by directors .
Governance Assessment
- Alignment and ownership: No reported share ownership, RSUs, or options for Horowitz; weak immediate “skin-in-the-game” alignment versus peers with equity balances .
- Committee influence: As Chair of Nominating & Corporate Governance and member of Compensation Committee, Horowitz has direct impact on board composition, minimum director holdings policy, and director/executive compensation form and amounts .
- Independence and prior affiliation: Board deems Horowitz independent; prior roles as GC and consultant are more than three years before independence determination and do not preclude independence under Nasdaq rules as applied by the Board .
- Attendance and engagement: 10/12 Board meetings post-appointment indicate active engagement; overall Board met 38 times in 2024, reflecting high cadence amidst restructuring and strategic actions .
- Related-party and creditor influence: RED FLAG — Horowitz was designated a director pursuant to noteholder nomination rights under the NPA Amendment (replacing a noteholder designee), indicating creditor representation on the Board and potential alignment pressures during capital structure decisions .
- Process and policies: Audit Committee charter includes explicit responsibility to review and approve related person transactions; a formal related person transactions policy exists (Mar 30, 2022), mitigating conflict risk; no indebtedness of directors reported .
- Board structure: Independent Chair with no Lead Independent Director; independent directors do not regularly meet without management, which may dampen independent oversight optics .
- Director pay structure: Cash-heavy retainer model with committee premiums; stock awards are typical but none for Horowitz in 2024, reducing long-term equity alignment signal for his first partial year .
- EGC context: Company is an “emerging growth company” and is exempt from non-binding say-on-pay votes; investor feedback mechanisms via say-on-pay may be limited in near-term .
Notes and References
- Director biography and tenure:
- Committee roles and meeting counts:
- Independence and attendance policy:
- Director compensation structure and 2024 actuals:
- Beneficial ownership table:
- NPA Amendment and noteholder designee status:
- Related party policy and audit charter responsibilities:
- Emergent growth company status and say-on-pay exemption: