Tim Conder
About Tim Conder
Tim Conder (age 42) is CEO of TILT Holdings and a director since October 2019; he was appointed permanent CEO on September 26, 2023 after serving as Interim CEO from April–September 2023 . Prior to CEO, he served as COO (Jul 2019–Nov 2020), SVP Software & Services (Jan–Jul 2019), and President (Feb–Oct 2020), and externally founded Blackbird Logistics (2015–) and served as CTO at HERBL (since Dec 2021) . The Board characterized his impact as bringing financial discipline, cost-cutting, and strategic shifts to strengthen operations, supporting a foundation for profitable growth, upon his CEO appointment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TILT Holdings | Interim CEO | Apr 2023–Sep 2023 | Stabilization and cost measures during transition |
| TILT Holdings | CEO (permanent) | Sep 2023–present | Execution of refined strategy; operational discipline |
| TILT Holdings | President | Feb 2020–Oct 2020 | Oversight of business operations |
| TILT Holdings | COO | Jul 2019–Nov 2020 | Operations leadership |
| TILT Holdings | SVP, Software & Services | Jan 2019–Jul 2019 | Technology and services leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blackbird Logistics Company | Founder & CEO | 2015–present | Technology/logistics provider in cannabis; supply-chain expertise |
| HERBL, Inc. | Chief Technology Officer | Since Dec 2021 | Distribution and supply-chain technology leadership |
| Bootleg Courier Company | Co-founder | Prior to TILT | Early-stage logistics/operations experience |
Fixed Compensation
| Year | Base salary (USD) | Cash bonus paid (USD) | Notes |
|---|---|---|---|
| 2024 | 350,000 | — | No stock awards in 2024; see performance bonus status below |
| 2023 | 235,577 | 25,500 (expense reimbursement paid as bonus for tax reporting) | Granted PSUs tied to CEO Agreement metrics |
Director pay: As a non‑independent director, Conder receives no director compensation .
Other compensation/perquisites disclosed: Reimbursement of $25,500 in direct expenses (paid Mar 22, 2024) and authorization for up to $50,000 in charitable donations at his request during the employment term (no donations made to date) .
Performance Compensation
Conder’s variable pay is governed by the September 26, 2023 CEO Agreement, which set two performance bonus tranches (each $200,000 target) and 2,000,000 PSUs split equally across two measurement periods with defined operating/financing milestones .
| Metric period | Specific metric | Weighting | Target outcome | Actual outcome | Payout/vesting |
|---|---|---|---|---|---|
| Dec 31, 2023 tranche (Bonus and PSUs) | Payoff of 2023 Bridge Notes | 1/3 | Payoff by 12/31/23 | Achieved per Board determination (2 of 3 metrics achieved) | 2/3 of $200k bonus approved ($133,333) and 666,666 PSUs authorized to vest via side letter; cash bonus not yet paid as of Apr 25, 2025 |
| Dec 31, 2023 tranche | Resume payments to 2023 Notes | 1/3 | Resume by 12/31/23 | Achieved (part of 2/3 achieved) | Included in above 2/3 payout/vest |
| Dec 31, 2023 tranche | Net operating profitability by 12/31/23 | 1/3 | Achieve by 12/31/23 | Not achieved (only 2/3 metrics achieved) | No payout for this component |
| Jun 30, 2024 tranche (Bonus and PSUs) | Sign new employment agreement through Dec 31, 2025 | 1/3 | Execute agreement | Not achieved | 0 bonus; related PSUs canceled |
| Jun 30, 2024 tranche | Timely payment of forced amortization (Feb 2024) | 1/3 | Pay on time | Not achieved | 0 bonus; related PSUs canceled |
| Jun 30, 2024 tranche | 2024 cash flow goals for Q1 | 1/6 | Meet quarterly cash flow goal | Not achieved | 0 bonus; related PSUs canceled |
| Jun 30, 2024 tranche | 2024 cash flow goals for Q2 | 1/6 | Meet quarterly cash flow goal | Not achieved | 0 bonus; related PSUs canceled |
Policy notes:
- Short‑term incentives are discretionary and may be recommended even absent goal attainment; targets are typically 0–100% of annualized salary for NEOs .
- Anti‑hedging: Insider Trading Policy prohibits hedging transactions designed to offset decreases in equity value .
- Clawback/recoupment: Code of Ethics includes recoupment of incentive compensation among covered topics .
Equity Ownership & Alignment
| As of | Direct/indirect shares | PSUs/RSUs (status) | Total beneficial ownership | % of outstanding | Notes |
|---|---|---|---|---|---|
| Apr 24, 2025 (Record Date) | 4,083,135 shares | 666,666 PSUs from 2023 tranche (performance-based awards) | 4,749,801 | 1.37% of 347,439,692 shares outstanding | June 2024 tranche PSUs (1,000,000) canceled as of Dec 31, 2024 |
| Apr 16, 2024 (Record Date) | 1,468,900 shares | — | 1,468,900 | <1% | 2,000,000 PSUs granted Sep 26, 2023; vesting contingent on metrics |
Additional alignment considerations:
- No pledging disclosures identified; anti‑hedging policy in place .
- Director stock ownership guidelines not disclosed in the proxy; no shortfall mentioned.
Employment Terms
Key elements from CEO Agreement effective September 26, 2023 (initial term through June 30, 2024) :
- Term and pay: Base salary $29,167/month ($350,004 annualized), effective retroactive to Apr 21, 2023 .
- Variable compensation: Two $200,000 target performance bonuses and 2,000,000 PSUs split across the two measurement periods with the weightings outlined above .
- Severance economics: If terminated without cause or resigns for good reason, salary continuation through scheduled end of term, payment of any earned but unpaid portions of performance bonuses tied to achieved metrics, vesting of any earned PSU tranche tied to achieved metrics, and partial reimbursement for COBRA premiums; subject to release .
- Restrictive covenants: 6‑month post‑termination non‑compete during any period of severance pay, non‑solicitation of customers/suppliers/employees, and confidentiality; injunctive relief available for breaches .
- Change‑in‑control: No explicit single‑ or double‑trigger severance multiple disclosed for the CEO in the CEO Agreement; only the general severance/vesting construct above is specified .
- Other terms: Expense reimbursement $25,500 (paid), and up to $50,000 in charitable donations during the term at CEO’s request (none made) .
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Oct 2019; Board attendance 38/38 in 2024 and 12/12 in 2023 |
| Committee roles | Member, Nominating & Corporate Governance Committee (2024–2025) |
| Independence | Not independent under Cboe Canada NI 52‑110 and Nasdaq Rules (as a current executive officer) |
| Leadership structure | Independent Chair (Arthur Smuck); Board operates with separate CEO/Chair roles; no Lead Independent Director due to independent Chair |
| Dual‑role implication | CEO serving on the Nominating & Corporate Governance Committee may raise independence optics; however, overall Board has majority independent directors under both Cboe and Nasdaq definitions |
| Meeting structure | 38 Board meetings in 2024; independent directors may meet without management as needed |
Director compensation for Conder: None (non‑independent director) .
Investment Implications
- Pay-for-performance alignment: Structure tied to debt service, profitability, and cash flow milestones drove partial vesting (666,666 PSUs) and cancellation of 1,000,000 PSUs when 2024 goals were missed; the approved $133,333 2023 performance bonus had not been paid as of Apr 25, 2025, signaling stringent cash discipline and reduced near‑term insider selling pressure beyond the ~667k PSU vesting event .
- Retention and contract visibility: The June 30, 2024 tranche required a new employment agreement through Dec 31, 2025 and was not achieved; despite this, Conder remains CEO into 2025. Severance is modest (salary‑through‑term) with 6‑month non‑compete, limiting exit optionality and keeping incentives aligned with operational milestones .
- Ownership alignment: Conder beneficially owns 1.37% of shares (including performance‑based awards), up from <1% in 2024, with anti‑hedging policy and no pledging disclosures—favorable for alignment but with limited outright equity compared to peers .
- Governance considerations: Independent Chair and majority‑independent Board are positives, but CEO’s presence on the Nominating & Corporate Governance Committee presents a modest governance optic risk; however, formal independence determinations remain intact .
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