Renah Persofsky
Tilray BrandsAbout Renah Persofsky
Independent Director; Vice-Chair (Lead Director) and Chair of the Nominating & Corporate Governance Committee at Tilray Brands, Inc. since May 2021; age 67; ICD.D designation. Background spans executive leadership and advisory roles across financial services, e-commerce, cannabis-adjacent supply, and cybersecurity; currently executive chairman at Green Gruff (private) and public company director at Hydrofarm, Greenlane, and chairman at Hub Cyber Securities Ltd.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Montreal | Executive Officer | — | Senior leadership in financial services |
| Tim Hortons; Canadian Tire; CIBC; Canada Post; Interac | Executive consultant to major brands | — | Strategy/e-commerce advisory; innovation and digital enablement |
| Canadian Minister’s Advisory Committee on Electronic Commerce | Co-Chair | — | National policy influence on e-commerce |
| Minister of Foreign Affairs and Trade | Special Advisor | — | Policy advisory; international trade/e-commerce |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | Director | Public | Hydroponics supplier to cultivators |
| Hub Cyber Securities Ltd. | Chairman | Public | Cybersecurity and data protection |
| Greenlane Holdings | Director | Public | Cannabis accessories distribution |
| Green Gruff | Executive Chairman | Private | Dog wellness supplements |
Board Governance
- Independence: Board determined Ms. Persofsky is independent under Nasdaq rules; majority of TLRY’s board is independent.
- Board leadership: CEO serves as Chair; Ms. Persofsky serves as Vice Chair (Lead Director) to facilitate communication among independent directors and between board and management.
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation; not on Audit.
- Attendance: Board met 9 times in FY2025; each incumbent director attended at least 75% of aggregate board/committee meetings; non-employee directors meet in executive session with Ms. Persofsky presiding.
- No related-party transactions >$120,000 in FY2025; formal policy requires Audit Committee approval for any such transactions.
- Compensation Committee interlocks: None in FY2025.
- Independent compensation consultant: Korn Ferry engaged; independence assessed; no conflicts.
Committee Membership Snapshot
| Name | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Renah Persofsky | — | Member | Chair |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $140,000 | Policy |
| Lead Independent Director retainer | $90,000 | Policy |
| Committee Chair fee (N&G) | $20,000 | Policy |
| FY2025 Cash fees paid (Persofsky) | $250,000 | Matches 140k + 90k + 20k |
Performance Compensation
| Equity Instrument | Grant Value | Vesting | FY2025 RSUs Outstanding |
|---|---|---|---|
| Annual Director RSUs | $250,000 | 100% cliff at earlier of 1-year anniversary or next annual meeting; continued service required | 183,906 RSUs as of May 31, 2025 |
No options granted to non-employee directors under the FY2025 director program; RSUs are time-based, not performance-based.
Other Directorships & Interlocks
| Company | Relationship to TLRY | Potential Interlock/Conflict Considerations |
|---|---|---|
| Hydrofarm Holdings Group, Inc. | Supplier to cannabis cultivators | Potential supply-chain adjacency; TLRY disclosed no related-party transactions in FY2025. |
| Greenlane Holdings | Cannabis accessories distributor | Channel adjacency; TLRY disclosed no related-party transactions in FY2025. |
| Hub Cyber Securities Ltd. | Cybersecurity | Unrelated to cannabis operations. |
- Related-party safeguards: Company prohibits hedging and pledging; maintains insider trading policy and complaint routing to Audit Committee; requires committee approval for related-person transactions.
- Signals: Governance proposal to declassify board and remove “for cause only” removal reflects shareholder rights orientation.
Expertise & Qualifications
- Public company board experience; governance and management expertise.
- E-commerce/policy credentials: ICD.D; co-chaired national e-commerce advisory committee; special advisor on foreign affairs/trade.
- Sector experience: Cannabis-adjacent supply chains, consumer products, cybersecurity oversight.
Equity Ownership
| Holder | Direct Shares | Options (Exercisable) | Deferred Stock Units (Fully Vested) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|---|
| Renah Persofsky | 133,805 | 30,710 | 59,528 | 224,043 | ~0.02% (224,043 / 1,109,519,118) |
| RSUs outstanding (unvested) | — | — | — | 183,906 | — |
- Shares outstanding used for % calc: 1,109,519,118 as of Sep 19, 2025.
- Market price reference: $0.43 per share (May 30, 2025) for valuation context (e.g., RSU/ownership value).
- Pledging/Hedging: Prohibited by company policy.
- Section 16 compliance: All filing requirements timely satisfied for FY2025.
Governance Assessment
-
Strengths:
- Independent director; serves as Lead Director and N&G Chair, enhancing board independence, succession planning, and governance oversight.
- Strong attendance and leadership of executive sessions; active committee engagement (Compensation, N&G).
- Balanced director pay mix (50% cash / 50% equity) aligns incentives with shareholder value; standardized vesting discourages short-termism.
- No related-party transactions and no compensation committee interlocks in FY2025; use of independent consultant (Korn Ferry).
-
Watch items / potential RED FLAGS:
- Multi-board involvement across cannabis-adjacent ecosystem (Hydrofarm, Greenlane) creates potential perception of conflicts if material transactions arise; mitigated by TLRY’s related-party approval policy and FY2025 disclosure of no such transactions.
- Ownership guideline for independent directors requires 2× base annual cash retainer in common shares within five years; indicative value of current beneficial holdings (~224,043 shares × $0.43 ≈ ~$96k) appears below a $280k guideline benchmark, though the five-year compliance window (and treatment of deferred units) may affect status; monitoring recommended.
- TLRY prohibits hedging/pledging, which is positive for alignment but reduces flexibility; continued adherence is a governance positive.
-
Shareholder engagement signals:
- 2023 say-on-pay approval ~75%; board responded with at-risk equity tied to EBITDA PSUs, consultant engagement, and outreach (including AMA forums).
Overall: Ms. Persofsky’s roles as Lead Director and N&G Chair support board effectiveness and independent oversight. Adjacencies via external boards warrant ongoing monitoring for related-party exposure, though FY2025 disclosures indicate no transactions. Ownership alignment should be tracked relative to director guidelines over the remaining compliance window.