Craig Collard

About Craig Collard

Craig A. Collard (age 59) has served on TerrAscend’s Board since December 6, 2018 and is currently Lead Independent Director; he chairs the Nominating & Corporate Governance Committee and sits on the Audit and Compensation Committees . He is CEO and a director of Heron Therapeutics (CEO since April 2023; director since February 2023), and formerly served as CEO of Veloxis Pharmaceuticals (2015–2021); he holds a B.S. in Engineering from Southern College of Technology (now Southern Polytechnic State University) . The Board classifies him as independent under NI 52-110 and re-appointed him Lead Independent Director on March 29, 2024; the Lead role includes agenda oversight, presiding over independent sessions, liaison with the Executive Chair, and risk oversight coordination .

Past Roles

External Roles

Board Governance

• Independence and leadership: Independent director; Lead Independent Director (initially appointed in 2021, re-appointed Mar 29, 2024) with responsibilities to set agendas, preside over independent director sessions, act as liaison with the Executive Chair, and coordinate responses to risk management issues .
• Committee assignments: Chair, Nominating & Corporate Governance Committee (NCGC); member, Audit Committee; member, Compensation Committee .
• Attendance: 100% in FY2024—Board 8/8, Audit 5/5, Compensation 2/2, NCGC 2/2; total 18/18 meetings attended .
• Audit Committee competency: Board determined all Audit members are financially literate; committee chaired by Ira Duarte (audit committee financial expert) with Collard as an independent member .
• Board composition: Five directors; four independent (Collard, Duarte, DioGuardi, Schutter); Executive Chairman Jason Wild is not independent due to role/ownership .

Fixed Compensation (Director)

TerrAscend pays non-employee director compensation entirely in RSUs, with grants made on the annual meeting date and vesting on the last calendar day of the year. 2024 base was $200,000 in RSUs; committee fees (also in RSUs) were: Audit Chair $19,500; Audit member $7,500; Compensation Chair $12,000; Compensation member $6,000; NCGC Chair $12,000; NCGC member $6,000; Executive Chair receives an additional $300,000 in RSUs .

RSU grants vest on the last day of the calendar year; directors are reimbursed for out-of-pocket meeting expenses .

Performance Compensation (Director)

• TerrAscend’s non-employee director pay is time-based equity (RSUs); no performance-vested director equity or specific director performance metrics are disclosed .

Other Directorships & Interlocks

• Current public boards: Heron Therapeutics (Nasdaq) .
• Board network ties: Ira Duarte (TerrAscend director) is CFO of Heron Therapeutics; Collard is Heron’s CEO—this creates a cross-company network tie, though TerrAscend classifies both as independent under NI 52-110 .
• Compensation committee interlocks: None reported (no interlocking executive/director compensation roles with other companies) .

Expertise & Qualifications

• Executive leadership in pharmaceuticals (CEO roles at Heron and Veloxis) and public company board experience; B.S. in Engineering (Southern College of Technology/Southern Polytechnic State University) .
• Independent Lead Director responsibilities (agenda setting, executive session leadership, shareholder liaison, risk oversight coordination) .
• Financial literacy affirmed via Audit Committee service; Audit Committee members deemed financially literate by the Board .

Equity Ownership

As of March 31, 2025 (proxy record date basis):

• Beneficial ownership: 640,885 Common Shares (<1%) .
• Options: 150,000 options granted 4/24/2019 with original $6.44 exercise price; proposed amendment would reduce to market price subject to service requirement through June 24, 2026 (shareholder vote item) .
• Additional economic exposure: Non-controlling investment in an entity controlled by Executive Chairman Jason Wild that has a significant investment in TerrAscend .

Recent insider filings (Form 4)

Proxy ownership figures are as of March 31, 2025; subsequent Form 4 filings indicate additional RSU-related share awards and minor tax withholding share dispositions in 2025 (see links above).

Governance Assessment

• Strengths

  • Lead Independent Director re-appointed with robust responsibilities; Board majority independent; clear separation between Executive Chair and CEO roles .
  • 100% attendance across Board and committee meetings in FY2024 (18/18), indicating strong engagement .
  • All director compensation in equity (RSUs) with standardized committee retainers; alignment via year-end vesting .
  • Audit Committee independence and financial literacy confirmed; audit firm independence affirmed, with oversight practices detailed .

• Watch items / potential red flags

  • Option repricing proposal includes Collard’s 150,000 options (reprice to market price upon service requirement); while subject to disinterested shareholder approval, option modifications can be viewed as shareholder-unfriendly without strong rationale .
  • Additional economic exposure via a non-controlling investment in an entity controlled by Executive Chairman Jason Wild (who holds ~31%); while disclosed, this creates a perceived alignment with a significant insider, warranting ongoing monitoring for conflicts .
  • Board network tie with Heron Therapeutics (Collard as CEO; Duarte as CFO), though TerrAscend classifies both as independent and reports no compensation committee interlocks .

Appendix: Committee Composition and Attendance

Related-Party Policy and Transactions (context)

• Policy: A formal related-party transaction policy (>$120,000 threshold) requiring Audit Committee (or other independent body) review and approval; criteria include risks, terms vs. third-party, and impact on independence .
• Transactions: No director-related material transactions disclosed for Collard; notable related transaction involves Executive Chairman Jason Wild’s funds investing ~$5.5 million in the Company’s 2024 FG Loan; no indication of Collard involvement .

Citations: and Form 4 URLs embedded in the insider filings table above.