Mitchell Gendel
Tilray BrandsAbout Mitchell Gendel
Mitchell Gendel (age 60) serves as Tilray Brands’ Global General Counsel and Corporate Secretary (joined July 17, 2021). He previously held senior legal and restructuring roles at Emerald Holding, Steel Partners, and MDC Partners, bringing deep public company, governance, securities, and litigation expertise . Company performance during his tenure: FY2024 revenue $789m vs adjusted EBITDA $60.5m , FY2025 revenue $821m vs adjusted EBITDA $55m, with strengthened gross profit and balance sheet despite non-cash impairments and a beverage segment reset .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerald Holding, Inc. | General Counsel | 2020–2021 | Led all legal affairs including governance, M&A, securities, compliance, and litigation . |
| Steel Partners LLP | Chief Restructuring Officer | 2019–2020 | Oversaw restructuring initiatives and complex stakeholder processes . |
| MDC Partners, Inc. | General Counsel | 2004–2019 | Ran legal for global advertising company; significant public company governance and litigation experience . |
External Roles
No public-company directorships or external board roles disclosed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 510,000 | 560,000 | 579,600 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Annual Incentive Paid ($) | 153,000 (30% payout) | 112,000 (≈20% payout) | 0 (no payout) |
| Transaction/Retention Bonuses ($) | 500,000 (HEXO transaction bonus) | 550,000 (HEXO transaction bonus) | 591,000 (Retention Award) |
Notes:
- FY2025 annual incentives were set to $0 due to partial achievement of financial metrics; retention awards were used for executive retention and required continued employment through Aug 31, 2025, with pro‑rata repayment if departing early .
Performance Compensation
| Grant Type | Grant Date | Metric | Target/Structure | Vesting & Settlement |
|---|---|---|---|---|
| Annual LTIP RSUs (FY2023) | Jul 26, 2023 | Time-based | 462,435 RSUs | 50% vests 1 year from vesting commencement (Jun 1, 2024), remaining 50% at Jun 1, 2025 . |
| Annual LTIP RSUs (FY2024) | Jul 30, 2024 | Time-based | 487,562 RSUs | 50% vests Jul 30, 2025; 50% vests Jul 30, 2026 . |
| EBITDA PSU Awards (2024 Program – Share Settled) | Jul 26, 2023 | Adjusted EBITDA (annual + cumulative) | 544,773 PSUs (share-based tranche) | Vests at end of performance period (May 31, 2026); settles after Committee certification in Jul 2026 . |
| EBITDA PSU Awards (2024 Program – Cash/Share Equiv.) | Apr 5, 2024 | Adjusted EBITDA (annual + cumulative) | 544,773 PSUs (cash or share equivalent tranche) | Same as above . |
| HEXO PSU Awards (2022) | Jul 26, 2022 | EBITDA from HEXO savings | 187,853 PSUs target (max 375,706) | Multi‑year performance; payout contingent on EBITDA thresholds . |
PSU Value References:
- Total target value for 2024 EBITDA PSU awards: $2,102,824 (at maximum payout per share grant valuation) .
- Company policy noted no stock option grants to NEOs under Item 402(x); options not granted in FY2025 .
Equity Ownership & Alignment
| Metric | As of Sep 15, 2023 | As of Sep 14, 2024 | As of Sep 19, 2025 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 183,196 | 420,268 | 698,287 |
| Ownership % of Outstanding | <1% | <1% | <1% |
| Hedging/Pledging | Prohibited for directors/officers under Insider Trading Policy | ||
| Stock Ownership Guidelines | Other officers: 0.5× base salary within 5 years (maintain thereafter) |
Unvested Awards Snapshot (FY2025; market value at $0.43 close on May 30, 2025):
- RSUs/PSUs unvested: 93,928 ($40,389), 231,218 ($99,424), 544,773 ($234,252), 544,773 ($234,252), 487,562 ($209,652) .
- FY2024 unvested values were computed at $1.80 close (May 31, 2024): e.g., 544,773 PSUs ≈ $980,591 .
Insider selling pressure:
- Company disclosure states NEOs held vested shares and “none have sold any shares of Tilray’s common stock in the past three years,” indicating low selling pressure from executives .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective July 17, 2021; at-will; base salary review annually; target bonus 100% of salary; annual LTIP target ≈175% of salary . |
| Severance (no CoC) | 12 months of base salary + pro‑rata bonus at target; accelerated vesting of time-based equity; COBRA employer portion up to 12 months (or equivalent) . |
| Severance (with CoC, termination within 12 months) | 24 months of base salary + 2× target bonus + pro‑rata bonus; accelerated vesting upon death or termination without cause/for good reason following CoC; COBRA employer portion up to 12 months . |
| Non-compete/Non-solicit | 12 months post-termination restrictions on competition and solicitation . |
| Tax Gross-ups | None; 280G cut‑back best‑net approach applies . |
Potential Payments Upon Termination (as of May 31, 2025):
| Scenario | Base Salary ($) | Bonus ($) | Unvested Equity ($) | COBRA/Equiv. ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | 579,600 | 579,600 | 817,969 | 13,997 | 1,991,166 |
| Change of Control + Qualifying Termination | 1,159,200 | 1,159,200 | 817,969 | 13,997 | 3,150,366 |
Performance & Track Record
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($m) | 789 | 821 (833.7 constant currency) |
| Adjusted EBITDA ($m) | 60.5 | 55.0 |
| Notes | Gendel’s legal leadership coincided with resolution of legacy litigation at <10% of potential exposure and execution of accretive transactions (HEXO, Truss, Molson craft brands) . |
Pay vs Performance Context (company-level):
- FY2025 cumulative TSR (value of $100 investment): $4.37 vs peer group $21.95, reflecting sector and company headwinds; adjusted EBITDA identified as key compensation-linked metric .
Compensation Structure Analysis
- Mix shifts: Emphasis on RSUs and performance PSUs; no stock options granted to NEOs under Item 402(x) policy in FY2025 .
- Pay-for-performance discipline: FY2025 annual STIP paid $0 due to not fully achieving revenue/EBITDA/FCF targets; retention awards used to mitigate retention risk amid transformation .
- Performance metrics: 2024–2026 EBITDA PSU awards tie vesting to annual and cumulative Adjusted EBITDA over a 3-year period; settlement July 2026 after Compensation Committee certification .
- Clawback: SEC Rule 10D-1 compliant policy adopted Sep 13, 2023 covering incentive comp tied to financial reporting measures .
- Say-on-pay: Approval ~61% in 2021, improved to ~75% in 2023 after shareholder outreach and compensation design changes .
Investment Implications
- Alignment: Large, unvested performance PSUs (2024 program) and two-year RSU cliffs align Gendel’s incentives with multi-year EBITDA realization, creating potential selling pressure around vest dates (Jun/Jul 2025–2026) if 10b5‑1 plans are adopted .
- Retention risk: FY2025 retention award (paid Aug 2024, requiring service through Aug 31, 2025) reduces near-term departure risk; FY2026 retention awards also implemented, signaling continued retention focus .
- Severance/CIC economics: Double-trigger CoC protections with 2× bonus and 24-month salary plus equity acceleration support continuity through strategic transactions; no tax gross-ups enhance governance quality .
- Trading signals: Company disclosure of no executive share sales over three years points to low insider-sell pressure; however, upcoming vesting events (RSUs in 2025/2026, PSUs in mid‑2026) may create mechanical liquidity events .
- Company backdrop: Despite FY2025 impairment charges and negative adjusted free cash flow ($114.2m), gross profit and margins improved; legal risk management (settlements) and governance policies (clawback, no hedging/pledging) are positives for compensation-risk alignment .
Overall, Gendel’s package is weighted to equity with rigorous EBITDA-based PSUs and disciplined cash incentives, coupled with governance guardrails (clawback; hedging/pledging ban). Retention awards and strong severance/CIC terms indicate the company’s desire to keep experienced legal leadership through transformation and potential strategic transactions .