Denise Faltischek
Tilray BrandsAbout Denise Faltischek
Denise Faltischek, age 52, is Tilray Brands’ Chief Strategy Officer (joined May 2021), and as of June 2025 also Head of M&A, after previously leading International; she earlier served as CSO at Aphria and held senior strategy and legal roles at The Hain Celestial Group . Company performance context: FY2025 net revenue was $821 million vs. $789 million in FY2024 ; Adjusted EBITDA was $55.0 million in FY2025 vs. $60.5 million in FY2024 ; cumulative TSR value of a $100 investment stood at $4.37 in FY2025 (vs. $18.27 in FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tilray Brands, Inc. | Chief Strategy Officer; Head of International; Head of M&A (as of June 2025) | May 2021–present | Led global strategy; oversaw medical/international; now M&A lead |
| Aphria Inc. | Chief Strategy Officer | Sep 2019–May 2021 | Drove global strategy; established Aphria as global cannabis leader; oversaw medical/international businesses |
| The Hain Celestial Group, Inc. | Executive VP & Chief Strategy Officer; Corporate Secretary; General Counsel | 2005–2019 (GC 2009–2018; EVP/CSO 2018–2019) | Senior strategy and legal leadership across a multi-regional CPG platform |
External Roles
No external public company board roles for Denise disclosed in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 600,000 | 621,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Annual STIP Bonus Paid ($) | 165,000 | 120,000 | 0 |
| Transaction/Retention Bonuses ($) | 600,000 (HEXO-related) | 600,000 (HEXO-related) | 645,000 (Retention award, Aug 2024) |
| All Other Compensation ($) | 107,681 | 34,581 | 39,111 |
| Total Compensation ($) | 2,962,680 | 2,317,082 | 2,355,111 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual STIP (FY2025) | Consolidated Net Revenue | Not disclosed | $950M | $821M | $0 | Annual (FY end) |
| Annual STIP (FY2025) | Adjusted EBITDA | Not disclosed | $62M | $55M | $0 | Annual (FY end) |
| Annual STIP (FY2025) | Free Cash Flow | Not disclosed | Positive FCF | Negative FCF | $0 | Annual (FY end) |
| Annual STIP (FY2025) | Integration Cost Savings | Not disclosed | Achieve identified savings | Achieved | $0 (overall STIP) | Annual (FY end) |
| Long-term PSUs (2024 EBITDA PSU Awards) | Adjusted EBITDA (annual & cumulative over 3 years) | Not disclosed | 0–100% of target based on goals set by Committee | In progress (FY2024–FY2026) | 0–100% at certification | Vest end of performance period (May 31, 2026), payout after Committee determination (July 2026) |
| Annual RSUs (LTIP) | Time-based | Not applicable | 175% of salary target sizing (Denise) | Granted 522,388 RSUs (July 30, 2024) | Not applicable | 50% at 12 months; remaining 50% at 24 months (from vesting commencement date) |
Equity Ownership & Alignment
- Total beneficial ownership: 824,782 common shares directly held (less than 1% of outstanding) as of the Sept 19, 2025 record date .
- Company policy prohibits hedging and pledging of company stock .
- Stock ownership guidelines: Other Officers required to hold 0.5× base salary; expected to comply within five years; compliance status not disclosed .
- Company states that NEOs have not sold Tilray shares in the past three years, supporting alignment .
Outstanding and unvested equity awards at FY2025 end:
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) at $0.43/share (May 30, 2025) |
|---|---|---|---|
| 07/26/2022 | RSUs (time-based) | 93,928 | 40,389 |
| 07/26/2023 | RSUs (time-based) | 249,352 | 107,222 |
| 07/26/2023 | PSUs (EBITDA, 3-year) | 627,197 | 269,695 |
| 04/05/2024 | PSUs (EBITDA, 3-year) | 627,197 | 269,695 |
| 07/30/2024 | RSUs (time-based) | 522,388 | 224,627 |
Options:
- No options outstanding for Denise as of May 31, 2025 (options columns show “—”) ; prior 249,000 options expired on Oct 17, 2024 .
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; agreement effective July 26, 2021; role and salary subject to annual review |
| Base Salary (FY2025) | $621,000 |
| Target Bonus | 100% of base salary |
| LTIP Target | Annual long-term incentive awards targeted at 175% of base salary (RSUs), metrics set by Board |
| Severance (no CIC) | 12 months’ base salary + pro-rata performance bonus at target; time-based equity accelerates; up to 12 months COBRA employer contribution (subject to timely election) |
| Severance (within 12 months post CIC) | 24 months’ base salary + 2× target bonus + pro-rata bonus; equity accelerates; up to 12 months COBRA employer contribution |
| Non-compete/Non-solicit | 12-month non-compete and non-solicit post-termination; confidentiality and IP obligations |
| 280G Treatment | Cutback to avoid excise tax if beneficial (no tax gross-ups) |
| Clawback | SEC-compliant clawback policy adopted Sep 13, 2023; recovery of erroneously awarded incentive comp after restatement |
| Hedging/Pledging | Prohibited under insider trading policy |
Compensation Structure Analysis
- Year-over-year mix: FY2025 paid $0 STIP due to shortfall vs revenue/EBITDA/FCF targets; retention award ($645k) emphasized continuity amid strategic initiatives .
- Shift to PSUs: 2024 EBITDA PSUs link payouts to 3-year Adjusted EBITDA, increasing at-risk pay and performance alignment; settlement in July 2026 creates future vesting event .
- Ownership alignment: NEOs reported as not selling shares for three years; hedging/pledging prohibited; stock ownership guidelines in place .
- Consultant and peer group: Korn Ferry engaged; peer group spans cannabis, biotech/pharma/tech, and CPG/alcohol (e.g., Canopy Growth, Trulieve, Catalent, DocuSign, Constellation Brands, Boston Beer) .
Say-on-Pay & Shareholder Feedback
- 2023 advisory “say-on-pay” vote: approximately 75% approval; enhancements made include performance-linked PSUs and formal clawback policy; next advisory vote held in 2025 .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Revenue ($MM) | 789 | 821 |
| Adjusted EBITDA ($MM) | 60.5 | 55.0 |
| Net Income (Loss) ($MM) | (222.4) | (2,181.4) |
| $100 Cumulative TSR | $18.27 | $4.37 |
Highlights cited by the board: successful integration of Molson craft beer brands; expansion in Europe; product innovation; litigation resolutions below 10% of exposure; debt reductions—yet FY2025 STIP paid $0 given underperformance vs set financial targets .
Equity Award Details (Grant Sizing and Vesting)
| Year | Annual LTIP RSUs (Units) | LTIP Target (% Salary) | Vesting Schedule |
|---|---|---|---|
| FY2024 Grants (July 2023) | 498,705 | 175% | 50% at 12 months; 50% at 24 months |
| FY2025 Grants (July 2024) | 522,388 | 175% | 50% at 12 months; 50% at 24 months |
| 2024 EBITDA PSUs | 627,197 (2023 tranche) + 627,197 (Apr 2024 tranche—cash or stock-settled) | Not disclosed | Vest end of period (May 31, 2026), payout after July 2026 certification |
Compensation Peer Group (for benchmarking)
| Category | Representative Companies |
|---|---|
| Cannabis | Canopy Growth; Curaleaf; Cresco Labs; Green Thumb; GW Pharma; Trulieve |
| Biotech/Pharma/Tech | Catalent; DocuSign; Etsy; Incyte; Neurocrine; Unity Software |
| CPG/Alcohol | Beyond Meat; Constellation Brands; Monster Beverage; National Beverage; Boston Beer; Simply Good Food |
Investment Implications
- Alignment: No hedging/pledging; reported no insider selling for three years; ownership guidelines in place—reduces misalignment risk .
- Retention vs pay-for-performance: FY2025 $0 STIP highlights discipline; retention bonuses signal priority to retain key operators through integration and deleveraging—moderate near-term dilution risk is limited given RSUs’ time-based vesting .
- Event risk: 2024 EBITDA PSU settlement in July 2026 ties meaningful payout to multi-year EBITDA goals; watch quarterly EBITDA trajectory and free cash flow to gauge vesting outcomes and potential share issuance upon settlement .
- Severance/CIC economics: Double-trigger CIC terms (24 months base + 2× bonus + pro-rata bonus; equity acceleration) create continuity but increase CIC costs; no tax gross-ups mitigate shareholder-unfriendly optics .