David Clanachan
Tilray BrandsAbout David Clanachan
Independent director at Tilray Brands, Inc. since May 2021; age 63; serves on the Nominating and Corporate Governance Committee. He holds a Bachelor of Commerce from the University of Windsor and brings extensive consumer products, international growth, and general management experience, including 35 years at Tim Hortons where he was President and COO (2014–2018) . Board tenure shows 4 years as of FY2025; independence affirmed by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tim Hortons | President & COO | 2014–2018 | Led operations during brand expansion; 35 years with the brand |
| Restaurant Brands International (Canada) | Chairman | Until 2018 | Oversight of Canadian operations |
| Canadian Premier League | Commissioner | 2018–2021 | Led league operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SteamWhistle Brewery (Canada) | Chair of the Board | Current | Also consults to multiple Canadian food-service companies |
| Other Public Company Boards | — | — | Not a director of any other public company |
Board Governance
- Independence: The Board determined Clanachan is independent under Nasdaq Global Select Market rules .
- Committee assignments: FY2025 – Nominating & Corporate Governance member; FY2024 – Audit Committee member (designated audit committee financial expert in FY2024) .
- Attendance: Board met 9 times in FY2025; each incumbent director attended ≥75% of Board and committee meetings. Non-employee directors meet in executive session each regular Board meeting; Vice Chair (Lead Director) Renah Persofsky presides .
- Committee activity: FY2025 meetings – Audit (4), Compensation (5), Nominating (5) .
- Governance context: 2025 Say-on-Pay support ~70%; governance proposal to declassify Board did not reach required threshold at 2025 annual meeting .
| Year | Board Class | Committee(s) | Attendance Note |
|---|---|---|---|
| FY2025 | Class II (term through 2026 meeting) | Nominating & Corporate Governance (member) | ≥75% attendance (Board and committees) |
| FY2024 | Class II (term through 2026 meeting) | Audit (member; financial expert) | ≥75% attendance (Board and committees) |
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual cash retainer | $140,000 | Non-employee director cash policy |
| Committee chair fee | $0 | Not a chair in FY2025 |
| Lead Independent Director fee | $0 | Not applicable (Persofsky receives $90,000) |
| Annual equity (RSU grant value) | $250,000 | Standard annual RSU for directors; cliff vests at 1 year or next annual meeting with continued service |
| Total FY2025 compensation | $390,000 | Fees $140,000; Stock awards $250,000 |
Performance Compensation
| Metric | FY2025 | Vesting / Performance Condition |
|---|---|---|
| Director RSU grant | $250,000 | 100% cliff vesting on earlier of 1-year anniversary or next annual meeting; continued Board service required |
| RSUs outstanding (as of May 31, 2025) | 124,378 | RSUs reported outstanding; options none |
Tilray’s director equity is time-based; there are no director PSUs or option grants in FY2025. Hedging and pledging of Company stock are prohibited for directors under the Insider Trading Policy .
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock |
|---|---|---|
| Public company boards | None | No public company directorships reported |
| SteamWhistle Brewery | Private | Craft beer adjacency to Tilray’s beverage segment; Company reports no related-party transactions in FY2025 |
Expertise & Qualifications
- Skills matrix: Business operations, corporate governance, financial literacy/expertise, consumer packaged goods; Board tenure 4 years .
- Audit expertise: Designated Audit Committee financial expert in FY2024; deep financial oversight background .
- Education: Bachelor of Commerce, University of Windsor .
Equity Ownership
| Metric | FY2024 (as of Sept 14, 2024) | FY2025 (as of Sept 19, 2025) |
|---|---|---|
| Common stock beneficially owned | 112,502 | 170,959 |
| Ownership % of outstanding shares | <1% | <1% (1,109,519,118 shares outstanding) |
| RSUs outstanding | 133,392 (as of May 31, 2024) | 124,378 (as of May 31, 2025) |
| Options outstanding | None | None |
| Shares pledged as collateral | Not disclosed; Company policy prohibits pledging |
Governance Assessment
-
Strengths
- Independence confirmed; prior Audit Committee experience and FY2024 “financial expert” designation support board effectiveness in oversight .
- Committee rotation from Audit to Nominating suggests diversified governance engagement; attendance met expectations (≥75%) .
- Director pay structure balanced: modest cash retainer with equity alignment (time-based RSUs); ownership guidelines require 2× cash retainer for directors within five years .
- No related-party transactions in FY2025; strict anti-hedging/pledging and clawback policies bolster investor alignment .
-
Watch items
- External chair role at SteamWhistle Brewery is industry-adjacent to Tilray’s beverage operations; monitor for potential future related-party dealings (none reported for FY2025) .
- Say-on-Pay support at ~70% in 2025 indicates moderate investor support; ongoing engagement and alignment improvements will be important .
-
Compensation oversight context
- Independent consultant (Korn Ferry) engaged; director pay levels reviewed; performance-based equity used for executives, not directors .
-
Signals
- Governance proposal (declassify Board, remove “for cause” removal only) did not pass in 2025, suggesting mixed shareholder appetite for governance changes; continued dialogue may be warranted .
No legal proceedings, Section 16(a) reporting delinquencies, or related-party exposures disclosed for the director in FY2024–FY2025 .