John M. Herhalt
Tilray BrandsAbout John M. Herhalt
John M. Herhalt is an independent director at Tilray Brands (director since May 2021) and serves as Chair of the Audit Committee. He is 68 years old, a Fellow Chartered Professional Accountant (FCPA/FCA), a retired KPMG partner with 46+ years of experience, and has been designated by the Board as an “Audit Committee financial expert” under SEC rules . He has worked across automotive, consumer products, infrastructure, power and utilities, and the public sector, including leadership roles as KPMG Canada’s national advisory services leader, national public sector leader, and KPMG International’s global head of infrastructure, government, and health care .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (Canada & International) | Retired Partner; National Advisory Services Business Leader; National Public Sector Leader; Global Head of Infrastructure, Government & Health Care | 46+ years; retired | Led advisory and public sector practices; global subject-matter support across Americas, Europe, Middle East, and Asia . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | “Not a director of any other public company board” . |
| Various private boards (unspecified) | Director | Current (part-time) | Serves on several private boards . |
Board Governance
- Committee assignments and chair roles: Chair, Audit Committee; Audit Committee members: Steven Cohen, John M. Herhalt (Chair), David Hopkinson, Tom Looney .
- Independence and “financial expert” status: Board determined all Audit Committee members are independent; Board designated Herhalt as the Audit Committee “financial expert” under SEC rules and Nasdaq requirements .
- Meeting cadence and attendance: Board met nine times in the 12 months ended May 31, 2025; each incumbent director attended at least 75% of Board and committee meetings; non‑employee directors meet in executive sessions frequently, led by the Vice Chair (Lead Director) Renah Persofsky .
- Audit Committee meetings: four meetings in the 12 months ended May 31, 2025 .
- Term/classification: Class I director; term up to the 2025 annual meeting; the Board proposed declassification to annual elections (subject to stockholder approval) .
- Re‑election outcome (Nov 18, 2025): John Herhalt re‑elected (For: 85,540,003; Withheld: 23,445,500; Broker Non‑Votes: 326,877,556) .
- Declassification vote: Board proposed governance changes to declassify the Board; stockholders did not deliver the required majority of outstanding shares to approve the amendments (insufficient votes) .
Fixed Compensation
Non‑Employee Director Cash Components (Policy)
| Component | Annual Amount (USD) |
|---|---|
| Board retainer (all non‑employee directors) | $140,000 |
| Committee Chair fee – Audit | $20,000 |
| Committee Chair fee – Compensation | $20,000 |
| Committee Chair fee – Nominating & Governance | $20,000 |
| Lead Independent Director fee | $90,000 |
Cash Fees – John M. Herhalt
| Fiscal Year | Fees Earned or Paid in Cash ($) |
|---|---|
| FY2024 | $160,000 |
| FY2025 | $160,000 |
Notes: The $160,000 reflects $140,000 board retainer plus $20,000 Audit Committee Chair fee per policy .
Performance Compensation
Annual Director Equity Awards (Policy and Grants)
| Fiscal Year | Grant Date | Award Type | Grant Value (USD) | Vesting Terms |
|---|---|---|---|---|
| FY2024 | July 26, 2023 | RSUs | $250,000 | 100% cliff vest on earlier of 1-year anniversary or next annual stockholder meeting, subject to continued Board service . |
| FY2025 | July 30, 2024 (Jan 7, 2025 for S. Cohen) | RSUs | $250,000 | 100% cliff vest on earlier of 1-year anniversary or next annual stockholder meeting, subject to continued Board service . |
Performance metrics: Director equity awards are service-based RSUs (no performance metrics disclosed) .
Outstanding Equity – John M. Herhalt (as of May 31)
| Metric | FY2024 | FY2025 |
|---|---|---|
| RSUs outstanding (shares) | 178,581 | 169,567 |
| Options outstanding (shares) | — | — |
Mix (FY2025): Cash $160,000 vs. RSU grant value $250,000 (~39% cash / ~61% equity), based on disclosed amounts .
Other Directorships & Interlocks
- Compensation Committee interlocks: None for fiscal year ended May 31, 2025 .
- Public company interlocks/overlaps: None disclosed (no other public boards) .
Expertise & Qualifications
- Recognized “Audit Committee financial expert” (SEC definition) with requisite financial expertise per Nasdaq standards .
- FCPA (FCA) with extensive accounting, financial, governance, risk management, information systems audit, and global business experience; broad sector exposure (automotive, consumer, infrastructure, power/utilities, public sector) .
- Board skills matrix highlights independence and financial literacy/expertise among his primary qualifications .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| John M. Herhalt | 219,198 | <1% (based on 1,109,519,118 outstanding as of Sept 19, 2025) | 174,009 shares held directly; 45,189 restricted (deferred) stock units fully vested and convertible upon ceasing service as a director . |
Ownership alignment policy: Independent directors are expected to hold a minimum of 2× the base annual cash retainer within five years of becoming subject to the guideline; once met, must be maintained (stock ownership guidelines) .
Say‑on‑Pay & Shareholder Voting Outcomes (Nov 18, 2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of John Herhalt (Class I) | 85,540,003 | 23,445,500 | — | 326,877,556 |
| Ratify PwC as Auditor | 402,964,551 | 20,170,494 | 12,728,014 | — |
| Advisory vote on NEO compensation (Say‑on‑Pay) | 72,869,843 | 31,887,041 | 4,228,619 | — |
| Governance Changes (Declassify Board; removal flexibility) | 93,618,416 | 12,215,984 | 3,151,103 | 326,877,556 |
Notes: Governance amendments failed to achieve the majority of outstanding shares required; Board had recommended declassification in line with evolving best practices .
Related‑Party Transactions and Conflicts
- Related‑party transactions: None for fiscal year ended May 31, 2025 (no transactions >$120,000 involving directors, officers, 5% holders, or their immediate families) .
- Policy oversight: Audit Committee reviews and approves/ratifies related‑person transactions under a formal policy adopted in July 2018; committee also oversees financial reporting, risk assessment, and auditor independence .
Governance Assessment
- Independence and financial oversight: Herhalt is independent and designated as the Audit Committee “financial expert,” reinforcing board financial oversight and audit quality focus .
- Engagement and attendance: Board met nine times in FY2025; each incumbent director met the 75% attendance threshold; Audit Committee met four times, indicating active oversight cadence .
- Ownership alignment: He holds 219,198 shares including 45,189 vested deferred RSUs; directors are subject to a 2× retainer ownership guideline (5‑year attainment window) .
- Shareholder signals: Herhalt was re‑elected with 85.5M “For” vs 23.4M “Withheld”; Say‑on‑Pay support was ~70% (72.9M “For” vs 31.9M “Against”), a moderate level of support for compensation practices .
- Governance evolution: Board proposed declassification to annual elections, but proposal did not clear the majority of outstanding shares threshold in 2025; indicates intent to align with prevailing governance practices, pending shareholder approval .
Potential watch item (not a disclosed red flag): Say‑on‑Pay support near 70% can attract investor scrutiny compared to typical higher approvals; continued engagement and responsiveness may be monitored by investors .
No other governance red flags were disclosed in the reviewed materials (e.g., no related‑party transactions; no compensation committee interlocks; timely Section 16 filings) .