Thomas Looney
Tilray BrandsAbout Thomas Looney
Independent Director at Tilray Brands (TLRY); director since May 2021; age 62; Compensation Committee Chair and Audit Committee member; not on other public company boards. Former President of Diageo US Spirits & Canada and previously President of Diageo Beer Company; skills include innovation, sales, finance, marketing, and risk management; board tenure noted as 4 years as of FY2025 . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diageo US Spirits & Canada | President | Not disclosed | Full responsibility for growth and development across major spirits brands; member of North America Executive Team |
| Diageo Beer Company (US) | President | Not disclosed | Oversaw US sales, finance, marketing, innovation teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Mr. Looney is not a director of any other public company board |
Board Governance
- Committee assignments and roles:
- Compensation Committee: Chair (met 5 times in FY2025)
- Audit Committee: Member (met 4 times in FY2025)
- Independence: Board determined Looney is independent under Nasdaq Global Select Market rules .
- Attendance: Board met 9 times; each incumbent director attended at least 75% of Board and applicable committee meetings in FY2025 .
- Executive sessions: Non-employee directors meet in executive sessions with vice chair presiding (current Vice Chair is Renah Persofsky) .
Fixed Compensation
| Component | FY2025 Amount (USD) | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $140,000 | Non-employee director policy |
| Committee Chair Fee (Compensation) | $20,000 | Chair premium |
| Audit Committee Chair Fee | $0 | Not chair of Audit (Herhalt is chair) |
| Total Cash Fees Earned | $160,000 | Sum of retainer + chair fee |
| Meeting Fees | $0 | Not utilized in policy |
| Lead Independent Director Fee | $0 | Not applicable |
Performance Compensation
| Equity Element | Grant Date | Grant Value (USD) | Vesting Terms | Shares/Units |
|---|---|---|---|---|
| Annual RSU grant | Jul 30, 2024 | $250,000 | 100% cliff vesting at earlier of 1-year anniversary or next annual meeting, assuming continued Board service | Notional (value-based grant) |
| RSUs outstanding (as of May 31, 2025) | — | — | — | 169,567 RSUs |
Performance metrics used by the Compensation Committee for NEO pay decisions (Looney chairs committee):
| Metric | FY2025 Target | FY2025 Actual | Outcome |
|---|---|---|---|
| Revenues ($mm) | $950 | $821 | Miss; no annual incentive paid |
| Adjusted EBITDA ($mm) | $62 | $55 | Miss; no annual incentive paid |
| Free Cash Flow | Positive | Negative | Miss; no annual incentive paid |
| Acquisition integration/cost savings | Specific savings targets | Achieved (Molson Coors craft beer integration) | Partial achievement |
In FY2025, no annual cash bonuses were paid to NEOs due to not meeting all financial targets; retention awards were used for executive retention and alignment .
Other Directorships & Interlocks
- Other public company directorships: None .
- Compensation Committee interlocks: None for FY2025; committee comprised entirely of non-employee independent directors (Looney, Persofsky, Hopkinson) .
Expertise & Qualifications
- Skills/qualifications: Innovation, sales, finance, marketing, risk management .
- Board skills matrix shows Looney with financial literacy/expertise, consumer packaged goods, international business, risk management; tenure 4 years .
Equity Ownership
| Holder | Common Shares (Direct) | Deferred RSUs (Vested) | RSUs Outstanding | Options | Ownership % |
|---|---|---|---|---|---|
| Thomas Looney | 354,416 | 45,189 | 169,567 | — | <1% of 1,109,519,118 shares outstanding |
- Stock ownership guidelines: Independent directors must hold ≥2× base annual cash retainer within five years; ongoing maintenance required; hedging and pledging prohibited .
- Pledging/hedging: Company policy prohibits hedging and pledging of Company stock by directors/officers .
Insider Trades
| Date Filed | Event Date | Type | Shares | Notes/Source |
|---|---|---|---|---|
| Jul 31, 2025 | Jul 29, 2025 | RSU vest | 124,378 | Form 4; RSUs vested; each RSU = right to one share |
| Jul 30, 2024 | Jul 30, 2024 | Form 4 filing | — | Tilray IR archive showing Form 4 for Looney |
| Jun 24, 2024 | Jun 21, 2024 | RSU vest | 3,858 | LTIP RSUs vested; summary per StreetInsider |
| Jun 23, 2023 | Jun 21, 2023 | RSU vest | 3,858 | Form 4; LTIP RSUs vested; Tilray IR archive |
Governance Assessment
- Independence and committee leadership: Looney’s independence and role as Compensation Committee Chair support board oversight of pay-for-performance; committee met 5 times with authority to engage independent advisors (Korn Ferry engaged) .
- Pay-for-performance alignment: Committee set explicit revenue/EBITDA/FCF targets; zero annual bonuses paid when targets were not fully met; adoption of multi-year EBITDA PSUs strengthens at-risk compensation for executives .
- Shareholder feedback and responsiveness: 2023 say-on-pay support at ~75%; company increased outreach and made governance/compensation enhancements; a new advisory vote held at 2025 meeting .
- Risk controls: No hedging/pledging; clawback policy adopted in Sep 2023; Audit Committee oversees related-party transactions; FY2025 disclosed no related party transactions .
- Attendance and engagement: Board and committees met regularly; directors attended ≥75%; non-employee director executive sessions provide independent oversight .
RED FLAGS: Use of retention awards for NEOs despite no annual bonus payout may draw scrutiny from investors focused on at-risk pay, though Board cited retention needs and partial achievements; monitor future say-on-pay outcomes and PSU vesting rigor .