Steven Cohen
Tilray BrandsAbout Steven Cohen
Steven Cohen, age 62, has served as an Independent Director of Tilray Brands, Inc. since December 2024. He is an adjunct professor at New York Law School and previously served as Interim CEO of AYR Wellness Inc. (September 2024 to April 4, 2025), Chief Administrative Officer and General Counsel of MacAndrews & Forbes, and Director of Whole Earth Brands earlier in 2025. He holds a B.A. from New York University and a J.D. from the University of Pennsylvania Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AYR Wellness Inc. | Interim Chief Executive Officer | Sep 2024 – Apr 4, 2025 | Led US cannabis operator during transitional period |
| MacAndrews & Forbes Incorporated | Chief Administrative Officer & General Counsel | Not disclosed | Senior governance and legal oversight |
| Whole Earth Brands | Director | Until earlier in 2025 | Public company board experience |
| Office of NY Governor Andrew M. Cuomo | Secretary | Not disclosed | Senior state executive role |
| Office of NY Attorney General (under AG Cuomo) | Counselor & Chief of Staff | Not disclosed | Legal and regulatory leadership |
| U.S. Attorney’s Office (SDNY) | Chief, Violent Gangs Unit | Not disclosed | Federal prosecutorial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Law School | Adjunct Professor (Corporate Law/Securities) | Current | Academic governance expertise |
| NYU Board of Trustees | Member | Current | Non-profit governance |
| University of Pennsylvania Law School | Board of Advisors | Current | Legal education advisory |
| Gateway Development Corporation | NY Trustee | Prior | Infrastructure governance |
| Port Authority of NY & NJ | Vice Chairman | Prior | Transportation oversight |
Board Governance
- Committee assignments: Audit Committee Member; Nominating and Corporate Governance Committee Member .
- Independence: Board determined Steven Cohen is independent under Nasdaq Global Select Market rules .
- Attendance: In FY 2025, each incumbent director attended at least 75% of Board and applicable committee meetings; Board expects directors to attend the Annual Meeting and regularly meets in executive sessions led by the Vice Chair (Lead Director) .
- Board leadership: CEO Irwin D. Simon serves as Chair; Renah Persofsky is Vice Chair (Lead Director), facilitating independent oversight .
Meeting cadence (FY 2025):
| Body | Meetings Held | Chair |
|---|---|---|
| Board of Directors | 9 | Irwin D. Simon |
| Audit Committee | 4 | John M. Herhalt |
| Compensation Committee | 5 | Thomas Looney |
| Nominating & Corporate Governance Committee | 5 | Renah Persofsky |
Risk oversight and governance controls:
- Audit oversees financial risks, compliance, internal audit; Nominating oversees governance effectiveness; Compensation monitors risk from pay programs .
- Insider Trading Policy prohibits hedging and pledging by directors and officers; Rule 10b5-1 preclearance required for certain transactions .
- Clawback Policy for executive officers adopted Sep 13, 2023; recovery of erroneously awarded incentive compensation upon restatements (administration by Compensation Committee) .
Fixed Compensation
Director compensation policy (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $140,000 | All non-employee directors |
| Committee chair fee – Audit | $20,000 | Not applicable to Cohen (not a chair) |
| Committee chair fee – Compensation | $20,000 | Not applicable to Cohen |
| Committee chair fee – Nominating & Governance | $20,000 | Not applicable to Cohen |
| Lead Independent Director fee | $90,000 | Applies to Vice Chair (Persofsky), not Cohen |
Annual equity (RSUs):
- Grant value $250,000; 100% cliff vesting on earlier of one-year anniversary or next annual stockholder meeting (assumes continued Board service); FY 2025 director awards granted July 30, 2024, whereas Steven Cohen’s first award was granted January 7, 2025 .
Actual FY 2025 director compensation:
| Name | Fees Earned (Cash, $) | Stock Awards (RSUs, $) | Total ($) |
|---|---|---|---|
| Steven Cohen | 66,889 | 250,000 | 316,889 |
Outstanding as of May 31, 2025:
| Name | Options Outstanding | RSUs Outstanding (#) |
|---|---|---|
| Steven Cohen | — | 124,378 |
Other Directorships & Interlocks
| Company | Status | Committee Roles | Notes |
|---|---|---|---|
| Other public company boards (current) | None | — | No current public interlocks disclosed |
| Whole Earth Brands | Former Director (ended earlier in 2025) | Not disclosed | Prior public board experience |
| AYR Wellness Inc. | Interim CEO (not director) Sep 2024–Apr 4, 2025 | — | Industry peer leadership role (ended prior to TLRY FY2026) |
Expertise & Qualifications
- Governance, legal, regulatory leadership; federal prosecutorial experience; senior corporate legal and administrative roles .
- Skills matrix indicates Cohen contributes governance, risk management, financial literacy, government/regulatory and independence; tenure 1 year as of proxy .
Equity Ownership
Beneficial ownership (record date Sept 19, 2025):
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven Cohen | 0 | <1% | No vested shares as of record date; RSUs exist separately |
Stock ownership guidelines and alignment:
- Independent Director ownership guideline: 2× base annual cash retainer; 5-year window to achieve and maintain guideline .
- Base annual cash retainer: $140,000 ; thus guideline value target: $280,000 (2×) .
- Prohibition on hedging and pledging applies to directors .
- As of May 31, 2025, Steven Cohen held 124,378 unvested RSUs; no options outstanding . Beneficial ownership table notes he did not hold common shares as of the Sept 19, 2025 record date .
Governance Assessment
- Independence and committee engagement: Cohen is independent and sits on Audit and Nominating & Governance—two committees central to investor protections. Audit met 4×, N&G met 5× in FY 2025; Board met 9×, and each incumbent director met at least the 75% attendance threshold, indicating sufficient engagement .
- Compensation alignment: Director pay mix is predominantly equity ($250k RSU vs. $66,889 cash in FY 2025), consistent with shareholder alignment norms; director equity vests at the next annual meeting or one year, promoting retention and alignment .
- Ownership and alignment: Cohen had no beneficially owned common shares as of the 2025 record date, though he held unvested RSUs; he is within the 5-year window to meet director ownership guidelines of 2× retainer, and hedging/pledging is prohibited, supporting alignment safeguards .
- Potential conflicts: No related-party transactions >$120,000 in FY 2025; related-person transactions require Audit Committee approval under policy. Cohen’s prior role as Interim CEO of AYR Wellness (ended April 4, 2025) is disclosed; the Board nonetheless affirmed his independence after reviewing relationships and questionnaires .
- Shareholder feedback and governance: Following a 75% say-on-pay approval in 2023, the Board enhanced governance and pay practices (independent consultant, performance-linked PSU program for executives, continued engagement). While a director, Cohen participates in a governance environment with clawback policy and robust risk oversight .
RED FLAGS to monitor:
- Zero beneficial ownership at the 2025 record date; watch for guideline progression over the 5-year window .
- Industry ties: recent executive role at AYR Wellness; Board has determined independence, and no related-party transactions disclosed, but ongoing monitoring of any future interlocks/transactions is prudent .
Positive signals:
- Dual committee membership on Audit and N&G; strong governance/oversight roles .
- Prohibitions on hedging/pledging and established clawback framework; active risk oversight by Board/committees .
Notes and References
- Annual Meeting logistics and record date: November 18, 2025; record date September 19, 2025; 1,109,519,118 outstanding shares .