Irwin D. Simon
Tilray BrandsAbout Irwin D. Simon
Irwin D. Simon is Chairman, President, and Chief Executive Officer of Tilray Brands, Inc., and a Class II director since May 2021 (age 67) . He is a Canadian-American entrepreneur best known for founding The Hain Celestial Group (built to $3B in net sales over a 25-year tenure) and previously served as Executive Chairman of Whole Earth Brands until August 2024; he also serves as Lead Director at Stagwell Inc. and sits on boards at Tulane University and Poly Prep Country Day School . Under his leadership, FY2025 net revenue rose 4% to $821.3M (6% constant currency) while adjusted EBITDA was $55.0M versus $60.5M in FY2024 ; pay-versus-performance TSR metrics indicate a cumulative $100 investment value of $4.37 for FY2025, reflecting sector pressures and impairment-driven losses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Hain Celestial Group | Founder, Chairman & CEO | 25-year tenure | Built a leading organic/natural CPG firm to $3B net sales with global operations |
| Whole Earth Brands | Executive Chairman | Until Aug 2024 | Led “better-for-you” platform; role concluded Aug 2024 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stagwell Inc. | Lead Director | Current | Digital-first global marketing network |
| Tulane University | Director | Current | Board service |
| Poly Prep Country Day School | Board of Trustees | Current | Board service |
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Base Salary | $1,988,000 | Increased vs FY2024 |
| Target Annual Bonus % | 200% (max 350%) | Board-approved ranges |
| Annual Bonus Paid | $0 | FY2025 STIP paid $0 due to missed financial targets |
| Retention Award (paid Aug 2024) | $3,369,950 | Must remain employed through Aug 31, 2025 or pro-rata repayment; similar FY2026 retention awards in Aug 2025 |
Performance Compensation
FY2025 Annual Incentive Outcomes (STIP)
| Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|
| Revenue | $950M | $821M | $0 | Missed |
| Adjusted EBITDA | $62M | $55M | $0 | Missed |
| Free Cash Flow | Positive | Negative | $0 | Missed |
| Integration of acquisitions | Identified cost savings | Achieved; Molson craft beer integration with cost savings | $0 | Qualitative achievement but financial targets not met |
Long-Term Incentives
| Award | Grant Date | Amount | Vesting | Performance Ties |
|---|---|---|---|---|
| LTIP RSUs | Jul 30, 2024 | 2,352,935 shares; target LTI 250% of base salary | 50% at 12 months; 50% at 24 months | Time-based |
| 2024 EBITDA PSUs (multi-tranche) | Jul 26, 2023 and Apr 5, 2024 | $16,995,828 target value | Vest end of performance period May 31, 2026; settle Jul 2026 | Annual and cumulative Adjusted EBITDA over FY2024–FY2026 |
Vesting notes: LTIP RSUs vest 50% one year from vesting commencement and 50% at the second anniversary; 2024 EBITDA PSUs vest and settle post-Committee certification in July 2026; pro-rata vesting and acceleration terms apply on certain terminations (see Employment Terms) .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 4,826,493 shares (direct) | As of Sep 19, 2025 |
| Ownership % of outstanding | <1% | Company-wide base of 1,109,519,118 shares |
| Stock ownership guidelines | CEO: 3× base salary | 5-year compliance window |
| Hedging/Pledging | Prohibited for directors/officers/employees | Insider trading policy; no pledging allowed |
| Insider sales behavior | NEOs have not sold TLRY shares in past 3 years | Post-vesting retention |
Selected outstanding awards (unvested) at FY2025 end:
| Grant | Units Unvested | Market Value (at $0.43/share May 30, 2025) |
|---|---|---|
| 7/30/2024 LTIP RSUs | 2,352,935 | $1,011,762 |
| 7/26/2023 LTIP RSUs | 1,178,109 | $506,587 |
| 2024 EBITDA PSUs (7/26/2023 tranche) | 4,403,064 | $1,893,318 |
| 2024 EBITDA PSUs (4/5/2024 tranche) | 4,403,064 | $1,893,318 |
| 7/26/2022 RSUs | 706,218 | $303,674 |
Employment Terms
| Provision | Detail |
|---|---|
| Start date & base terms | Employment agreement effective July 27, 2021; initial salary $1.7M; eligible for annual bonus (200–350% of salary) and annual LTI awards (target 250% of salary); car allowance $1,200/month; smartphone; benefits |
| Severance (no change in control) | If terminated without cause or resigns for good reason: 1.5× (salary + target bonus), 18 months benefits or COBRA reimbursement with tax gross-up; accelerated vesting of time-based equity and certain performance awards; payment of earned unpaid bonuses |
| Severance (with change in control) | If terminated without cause post-CoC: 2.5× salary + 2.5× highest prior bonus; 30 months benefits or COBRA reimbursement with tax gross-up; full vesting of time-based equity; PSUs vest based on share price (greater of 30-day average pre-CoC or deal price); car allowance; office lease and assistant for 2.5 years |
| Potential payments (estimated at May 31, 2025) | Termination w/o cause or for good reason: Base $2,982,000; Bonus $5,964,000; Equity $5,608,658; COBRA $40,791; Total $14,595,449 . Change of control: Base $4,970,000; Bonus $9,940,000; Equity $5,608,658; COBRA $40,791; Total $20,559,449 |
| Clawback | SEC-compliant clawback policy adopted Sept 13, 2023 |
Board Governance
- Roles: Chairman of the Board, President, and CEO; not independent under Nasdaq rules .
- Board leadership: Combined Chair/CEO structure with Lead Independent Director (Vice Chair) Renah Persofsky to facilitate independent oversight .
- Committee memberships (Simon): None .
- Board attendance: Board met nine times in FY2025; each incumbent director attended ≥75% of aggregate Board/committee meetings; non-employee directors met in executive session regularly .
- Committee composition: Audit chaired by John Herhalt; Compensation chaired by Tom Looney; Nominating & Governance chaired by Renah Persofsky .
Director Compensation (Context)
Non-employee directors receive $140,000 annual cash retainer plus $20,000 for committee chairs and $90,000 for Lead Independent Director; annual RSU grants of $250,000 with one-year cliff vesting (FY2025 grants on Jul 30, 2024; Steven Cohen’s on Jan 7, 2025) . Director compensation totals for FY2025 ranged $316,889–$500,000 across directors . Simon, as an employee director, is compensated under executive arrangements (see Fixed/Performance Compensation).
Compensation Peer Group & Policy
Tilray’s peer group spans cannabis, biotech/pharma/technology, and consumer-packaged goods/alcohol, including Canopy Growth, Curaleaf, Green Thumb, Trulieve, Catalent, DocuSign, Etsy, Incyte, Neurocrine, Unity, Beyond Meat, Constellation Brands, Monster Beverage, National Beverage, Boston Beer, Simply Good Food; Korn Ferry advises on market benchmarking; no changes to the peer group for FY2025 .
Say-on-Pay & Shareholder Feedback
Say-on-Pay in 2023 received ~75% approval; management engaged in outreach (including “AMA” forums on Reddit), adopted an SEC-compliant clawback, and restructured at-risk equity to tie awards to specific financial metrics; a biennial say-on-pay cadence is followed, with the next advisory vote at the 2025 annual meeting .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders .
- Clawback policy in place .
- Related party transactions: None reportable for FY2025 .
- Options: Company did not grant stock options to NEOs and indicates policy considerations before any future option grants .
- CEO pay ratio: 266:1 for FY2025, driven by RSU grant values at $2.01 grant-date stock price .
Performance & Track Record
Tilray FY2025 vs FY2024:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Net Revenue ($USD Millions) | $788.9 | $821.3 |
| Adjusted EBITDA ($USD Millions) | $60.5 | $55.0 |
| Net Income (Loss) ($USD Millions) | ($222.4) | ($2,181.4) (driven by non-cash impairments) |
| Cash & Marketable Securities ($USD Millions) | $260.5 | $256.4 |
Pay-Versus-Performance TSR (Value of $100 Initial Investment):
| Fiscal Year | TLRY Cumulative TSR | Peer Group TSR |
|---|---|---|
| 2021 | $172.39 | $154.83 |
| 2022 | $45.58 | $60.29 |
| 2023 | $16.95 | $30.33 |
| 2024 | $18.27 | $31.88 |
| 2025 | $4.37 | $21.95 |
Management commentary highlighted margin preservation in Canadian cannabis, international redirection for higher margins, craft beer integration (Project 420), $24M annualized savings toward a $33M target, and FY2026 adjusted EBITDA guidance of $62–$72M .
Compensation Structure Analysis
- Shift to performance-based PSUs tied to annual and cumulative Adjusted EBITDA over FY2024–FY2026, with settlement post-certification (July 2026) .
- FY2025 STIP paid $0 due to missed revenue/EBITDA/FCF targets, indicating adherence to pay-for-performance .
- Retention awards (Aug 2024; Aug 2025) used to mitigate retention risk amid integration and transformation priorities, with repayment clauses on voluntary resignation/for-cause termination .
- Tax gross-ups limited to COBRA-related benefits in severance circumstances where required, per employment agreement .
Employment Contracts & Covenants
- Good reason/cause definitions, notice/cure periods, and severance triggers detailed in the CEO agreement .
- Other executives (CFO, CSO, GC, CAO) have 12-month non-compete/non-solicit post-termination, and severance of 12 months’ salary (or 24 months post-change-of-control), with pro-rata target bonus and equity acceleration upon specified conditions .
Board Service & Dual-Role Implications
Simon’s combined CEO/Chair role concentrates leadership and facilitates information flow; independent oversight is provided via the Vice Chair/Lead Director structure, independent committee leadership, and regular executive sessions . Simon is not independent under Nasdaq rules, and serves on no committees, which helps preserve committee independence .
Investment Implications
- Pay-for-performance alignment: $0 FY2025 bonus and EBITDA PSUs maturing only upon multi-year performance should limit windfalls; however, retention bonuses and substantial CoC severance (2.5× salary + 2.5× highest bonus) elevate downside cost in transition scenarios .
- Ownership alignment: Direct ownership of ~4.83M shares and prohibited hedging/pledging support alignment; historical retention of vested shares reduces near-term selling pressure .
- Execution risk: FY2025 misses on revenue/EBITDA/FCF and heavy non-cash impairments underscore operating and market risks; FY2026 EBITDA guidance and craft beer integration savings are potential upside levers but require delivery .
- Governance: Combined Chair/CEO role mitigated by Lead Independent Director and independent committees; ongoing declassification efforts and governance proposals aim to improve accountability .