Carl Merton

About Carl Merton

Carl Merton is Chief Financial Officer of Tilray Brands, Inc., age 56 as of May 31, 2025, and has served since May 2021 after previously serving as CFO of Aphria Inc. from December 2015 to April 2021 . Under his tenure, Tilray’s FY2025 actual results were revenue of $821 million and Adjusted EBITDA of $55 million against targets of $950 million revenue and $62 million Adjusted EBITDA, with negative free cash flow; the Board awarded $0 in annual incentive for FY2025 based on these outcomes . Prior roles include Vice-President, Special Projects at Atlas Tube Canada ULC and CFO of Reko International Group Inc. (public) .

Past Roles

External Roles

• No external public company directorships or committee roles disclosed for Mr. Merton in TLRY filings. Skip if not disclosed.

Fixed Compensation

Notes:

• Target bonus for NEOs is set at 100% of base, subject to achievement of performance goals .
• FY2025 STIP paid $0 due to not meeting financial targets; retention bonuses were separately awarded and disclosed in the “Bonus ($)” column .

Performance Compensation

FY2025 Annual STIP Metrics and Outcomes

• The Board recognized qualitative achievements (balance sheet strengthening, revenue growth in units, product innovation, EU expansion, litigation resolutions, and Molson craft beer integration) but awarded no STIP due to shortfalls on financial targets .

Long-Term Equity (RSUs and PSUs)

Vesting schedules referenced:

• RSUs: 50%/25%/25% three-year schedules for certain awards; standard annual RSUs vest 50% at year 1 and 50% at year 2 .
• PSUs: three-year performance period ending May 31, 2026; payout determined July 2026 subject to cumulative performance goals .

Option exercises and stock vested (FY2024):

Equity Ownership & Alignment

Beneficial Ownership

• FY2025 proxy footnote indicates 920,497 shares held directly, plus 20,750 shares issuable from vested RSUs and 18,260 vested deferred RSUs; total 959,507 .
• Ownership guidelines: CFO must hold stock equal to 1× base salary within five years and maintain thereafter .
• Hedging and pledging: Prohibited for directors and officers under insider trading policy; pre-clearance required for trades, with clawback policy in place for erroneous incentive compensation .
• Shares pledged as collateral: Company policy prohibits pledging; no pledging by Mr. Merton disclosed .

Outstanding Equity Awards (Selected at FY2024 YE)

Employment Terms

• Employment Agreement: Effective May 1, 2021; at-will; initial annual base salary $348,008 (USD equivalent), increased to CAD $548,600 for FY2025 .
• Target Bonus: 100% of base salary; eligible under annual bonus plan subject to Compensation Committee goals .
• Equity Eligibility: Target annual long-term incentive awards equal to 175% of base salary; FY2024 RSU grant $673,481 (348,954 RSUs) ; one-time $2,000,000 equity grant upon hire (split equally among PSUs, RSUs, Synergy awards) .
• Severance and Change-in-Control (as of May 31, 2025, estimates):
  • Termination without Cause or for Good Reason: 12 months base ($395,875), pro rata bonus at target ($395,875), accelerated vesting of time-based equity awards, benefits continuation (~$12,268), total $1,594,419 .
  • Change of Control termination: 24 months base ($791,750), 2× target bonus ($791,750), accelerated equity vesting ($790,401 at $0.43 share price), benefits (~$12,268), total $2,386,169 .
• Equity Vesting on Termination: Time-based awards accelerate upon termination without cause or for good reason; CoC plus termination accelerates all equity; death also accelerates .
• Benefits/Perquisites: Participation in benefit plans; Company-expensed smartphone/phone plan and fringe benefits aligned with peer executives .
• Clawback: Policy adopted 9/13/2023 to recover erroneously awarded incentive compensation upon restatement under Exchange Act Rule 10D-1 .
• Tax Gross-Ups: Company does not offer change-in-control tax gross-ups .
• Hedging/Pledging: Prohibited .

Governance, Committee, and Peer Benchmarking

• Compensation Committee: Independent directors David Hopkinson, Renah Persofsky, and Thomas Looney (Chair); met 5 times in FY2025; engaged Korn Ferry for benchmarking and design; charter available on IR site .
• Peer Group: 18-company group spanning cannabis (e.g., Canopy, Curaleaf, Trulieve), biotech/pharma/technology (e.g., Catalent, Incyte, DocuSign, Unity), and CPG/alcohol (e.g., Constellation, Monster, Boston Beer, Beyond Meat); unchanged for FY2025 .

Say-on-Pay & Shareholder Feedback

• Most recent “say-on-pay” (under the 2023 Proxy Statement) received approximately 75% support; Board engaged shareholders and AMAs, adopted clawback policy, and tightened at-risk equity tied to specific financial metrics in response .

Risk Indicators & Red Flags

• Litigation: Ongoing securities class action related to Aphria’s LATAM assets (SDNY) continues with Carl Merton named among defendants; class certified; no schedule set as of FY2025; Company and individuals deny allegations and intend to defend . Related Canadian actions (Ontario) also noted, with a CAD $850 million claim in a separate matter; trials and appeals progressed; the Company denies allegations .
• Compensation Practices: No hedging/pledging permitted; clawback policy adopted; no tax gross-ups; no repricing of underwater options without shareholder approval .

Equity Ownership & Vesting Pressure Signals

• Multi-year growth in beneficial ownership from 302,160 (2012) to 959,507 (2025) suggests increased alignment, but ownership remains <1% of shares outstanding .
• Significant RSU/PSU tranches outstanding with near-term vesting and July 2026 settlement could create periodic selling pressure upon vesting/settlement; FY2024 stock vested 162,144 shares ($715,546 realized) indicates ongoing flow from vesting events .

Investment Implications

• Pay-for-performance integrity held in FY2025: $0 STIP despite qualitative achievements, while retention bonuses were used for continuity—net signal is disciplined cash incentive governance but continued dilution risk via RSUs/PSUs .
• Severance and CoC terms are moderate (1×/2× salary+bonus; accelerated vesting on termination or CoC+termination), reducing potential change-of-control overhang but implying meaningful equity acceleration at a low share price base ($0.43 reference) .
• Ownership alignment policies (1× salary for CFO, anti-hedging/pledging, clawback) support governance quality; however, beneficial ownership remains <1%, so alignment relies on unvested/at-risk equity rather than outright stake .
• Ongoing Aphria litigation involving Mr. Merton poses execution and headline risk; monitor developments for settlement timing and potential D&O impacts .