Roger Savell
Tilray BrandsAbout Roger Savell
Chief Administrative Officer (CAO) at Tilray Brands, Inc. since March 31, 2022; previously spent 39 years at Ernst & Young, most recently as an Audit Partner focused on corporate governance, SOX, accounting, and auditing for public and private companies . Education and age are not disclosed in TLRY’s proxy filings; tenure at TLRY is since 2022 . Pay design ties a significant portion of compensation to performance through annual cash bonus (100% target of base) and long-term equity including RSUs and PSUs with multi-year Adjusted EBITDA performance conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Audit Partner | 39 years | Led corporate governance, SOX, accounting, and auditing matters for public/private companies |
| Tilray Brands, Inc. | Chief Administrative Officer | Since Mar 31, 2022 | Senior administrative leadership; executive officer role |
External Roles
Not disclosed in TLRY proxy filings for Savell. (No external directorships or committee roles reported) .
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus Paid ($) |
|---|---|---|---|
| FY 2023 | 500,000 | 100% | 150,000 |
| FY 2024 | 525,000 | 100% | 155,000 |
| FY 2025 | 543,400 | 100% | — (not disclosed in proxy) |
Performance Compensation
Annual LTIP RSUs
| Grant Date | Award Type | Units Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Jul 26, 2023 | Annual LTIP RSUs | 453,368 | 875,000 | 50% on 12-month anniversary of grant; remaining 50% on 24-month anniversary |
| Jul 30, 2024 | Annual LTIP RSUs | 457,090 | 918,751 | 50% on 12-month anniversary of grant; remaining 50% on 24-month anniversary |
2024 EBITDA PSU Awards (Three-year program)
| Award Name | Metric(s) | Performance Period | Target Value ($) | Payout Range | Vesting/Settlement | Key Acceleration Terms |
|---|---|---|---|---|---|---|
| 2024 EBITDA PSU Awards | Adjusted EBITDA (annual and cumulative) | Jun 1, 2023 – May 31, 2026 | 1,734,504 | 0%–100% of target | Vest at end of period; settle/payout after Committee determination in July 2026 | 100% vesting on death/disability; pro rata vest if terminated without cause within 3 months before end; 100% vest if terminated without cause following a change in control |
2022 HEXO PSU Awards (transaction-linked)
| Award Name | Metric(s) | Performance Period | Target Units | Maximum Units | Notes |
|---|---|---|---|---|---|
| 2022 HEXO PSU Awards | EBITDA from HEXO cost savings/efficiencies; FY2023 $30–$40M targets | FY 2023 | 187,853 | 375,706 | One-time PSUs for retention/motivation post HEXO investment; vesting tied to FY2023 EBITDA |
Special March 2022 one-time equity grant: aggregate $2,000,000 split into PSUs, RSUs, and Synergy Equity Awards; RSUs fully vested; 2021 PSUs with stock appreciation conditions were forfeited for not meeting the performance target .
Equity Ownership & Alignment
Beneficial Ownership Trend
| As-of Date | Shares Beneficially Owned | Percent of Common Stock |
|---|---|---|
| Sep 15, 2023 | 138,514 | <1% |
| Apr 10, 2025 | 326,839 | <1% |
| Sep 19, 2025 | 594,610 | <1% |
- Stock ownership guidelines: Other Officers must own at least 0.5× base salary in TLRY common stock within 5 years of becoming subject to the policy; required to maintain thereafter .
- Hedging/pledging prohibited: Insider trading compliance policy bans hedging and pledging of company securities for directors, NEOs, and covered employees .
- Clawback: Equity incentive awards (and profits on sale) subject to clawback in case of financial restatement due to misconduct .
- Outstanding equity awards: Savell’s outstanding awards disclosed are RSUs; no unexercised stock options listed for Savell in the outstanding equity awards table as of May 31, 2024 .
Employment Terms
- At-will employment; initial agreement effective March 31, 2022; base salary initially $500,000 with subsequent increases to $525,000 (FY2024) and $543,400 (FY2025) .
- Annual cash bonus plan: target opportunity 100% of base salary, subject to Compensation Committee-set performance goals .
- Equity eligibility: Annual long-term incentive awards targeted at 175% of base salary in RSUs/PSUs under 2018 Equity Plan .
- Severance (no change-of-control within 12 months): 12 months base salary + pro rata performance bonus at target; time-based equity vests if terminated without cause/for good reason; COBRA employer portion up to 12 months .
- Change-of-control (termination within 12 months after CoC): 24 months base salary + 2× performance bonus at target + pro rata performance bonus at target; all equity awards accelerate upon death or termination without cause/for good reason following a CoC .
- Section 280G cutback: Benefits reduced (if necessary) to avoid excise tax or paid in full if that yields greater after-tax value to the executive; no excise tax gross-ups .
- Restrictive covenants: 12-month non-compete and non-solicit following termination; confidentiality/IP obligations and post-termination cooperation .
Investment Implications
- Pay-for-performance alignment: High variable pay (100% bonus target; 175% LTIP target) and multi-year PSUs tied to Adjusted EBITDA suggest alignment with profitability and cash discipline; however, forfeiture of prior PSUs (stock appreciation) highlights execution risk if targets are not met .
- Retention vs selling pressure: RSUs vest 50/50 over two years, creating predictable vesting events (e.g., annual July vest dates for 2023/2024 grants) that can increase supply from net-share settlements; policy prohibits hedging/pledging, moderating governance risk .
- Change-of-control economics: Double-trigger payouts (24 months base + 2× bonus target) and accelerated vesting may increase deal certainty by reducing executive disincentives, but also elevate transaction costs in M&A scenarios .
- Ownership trajectory: Beneficial ownership increased from 138,514 (Sep 2023) to 594,610 (Sep 2025), indicating rising equity exposure; still <1% of outstanding, with policy-driven path to 0.5× salary ownership over five years .
- Key performance lever: 2024–2026 EBITDA PSU program caps payout at 100% and defers settlement to July 2026, making cumulative EBITDA delivery the primary lever for realized equity comp; watch FY2025–FY2026 Adjusted EBITDA and bonus plan metrics for leading signals on payouts .