Ed Schutter
About Ed Schutter
Independent director (since Sept 2024 under NI 52-110), age 73, serving on TerrAscend’s Board since Nov 2, 2020 . Registered pharmacist; B.S. in Pharmaceutical Sciences (Mercer University), MBA (Kennesaw State University), and graduate studies in International Business (Nyenrode University, Netherlands) . Background includes CEO and senior operating roles in pharmaceuticals; holds 1,547,767 TerrAscend common shares (<1%) and $2,000,000 principal amount of TerrAscend convertible debentures, providing meaningful equity exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbor Pharmaceuticals | Chief Executive Officer | 2010–2021 | Led company; contemporaneous board interlock with Jason Wild at Arbor (see independence note) |
| Sciele Pharma (now Shionogi Pharmaceuticals) | President | Not disclosed | Senior operating leadership |
| Solvay Pharmaceuticals (now AbbVie Inc.) | VP, Business Development | Not disclosed | Corporate development leadership |
External Roles
| Organization | Role | Market | Committees/Notes |
|---|---|---|---|
| Establishment Labs Holdings Inc. | Director | Nasdaq | Current public company directorship |
| Tidal Vision | Director | Private | Current private company board |
| Vitruvias Therapeutics, Inc. | Director | Private | Current private company board |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee (joined Sept 2024); not on NCGC .
- Independence: Independent as of Sept 2024 under NI 52-110; previously not independent due to Arbor interlock with Jason Wild (who was a director and compensation committee member at Arbor) until 3-year cooling-off after Arbor sale in Sept 2021 .
- Attendance: Perfect attendance across Board and committees in FY2024 post-appointment; also attended 2024 annual meeting (June 17, 2024) .
| Director | Board | Audit Committee | Compensation Committee | NCGC | Total Attendance |
|---|---|---|---|---|---|
| Ed Schutter | 8/8 | 1/1 (post-Sept 2024) | 2/2 | -- | 11/11 |
- Lead Independent Director: Craig Collard (initially in 2021; re-appointed Mar 29, 2024) .
- Executive sessions: Committees hold executive sessions each meeting excluding management; Audit Charter mandates separate sessions with management, internal audit, and external auditor .
- Board independence overview: Majority independent under OTCQX and TSX committee requirements; four of five directors deemed independent (Schutter included from Sept 2024) .
Fixed Compensation
- Structure: Annual base compensation for directors is $200,000, paid entirely in RSUs; additional RSU-based fees: Audit Chair $19,500; Audit member $7,500; Compensation Chair $12,000; Compensation member $6,000; NCGC Chair $12,000; NCGC member $6,000. Chair of the Board receives an additional $300,000 in RSUs; director RSUs vest on the last calendar day of the year .
| Component | Amount (USD) | Form | Vesting |
|---|---|---|---|
| Annual director retainer | $200,000 | RSUs | Vest year-end |
| Compensation Committee Chair | $12,000 | RSUs | Vest year-end |
| Audit Committee member (pro-rated for 2024) | $7,500 | RSUs | Vest year-end |
- 2024 awards: Schutter received RSU grants with aggregate grant-date fair value of $214,075.34, reflecting retainer plus pro-rated Audit Committee membership commencing Sept 2024 .
| Director | 2024 RSU Grant Fair Value (USD) |
|---|---|
| Ed Schutter | $214,075.34 |
Performance Compensation
- Metrics: No performance-based metrics disclosed for director compensation; director pay delivered entirely as time-vested RSUs rather than options or cash-based incentives .
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for directors | N/A | N/A |
Other Directorships & Interlocks
| Person | Overlapping Entity | Overlap Nature | Risk Note |
|---|---|---|---|
| Ed Schutter & Jason Wild | Arbor Pharmaceuticals (pre-2021 sale) | Schutter CEO while Wild was director and compensation committee member | Cooling-off ended Sept 2024; Schutter now independent |
Expertise & Qualifications
- Registered pharmacist; deep pharmaceutical operating and BD experience; executive leadership background (CEO, President, VP BD) .
- Education: B.S. Pharmaceutical Sciences (Mercer), MBA (Kennesaw State), graduate studies in International Business (Nyenrode) .
Equity Ownership
- Beneficial ownership: 1,547,767 common shares (<1.0% of class) .
- Debt/equity instruments: Holds $2,000,000 principal amount of TerrAscend convertible debentures .
- Additional exposure: Economic exposure through a non-controlling investment in an entity controlled by Executive Chairman Jason Wild that has a significant investment in TerrAscend .
- Pledging/hedging: Company discourages hedging but has no formal prohibition; no hedging reported by directors; no pledging disclosed .
| Holder | Shares | % of Class |
|---|---|---|
| Ed Schutter | 1,547,767 | <1.0% |
Governance Assessment
-
Strengths:
- Independent director with perfect attendance and active committee leadership (Compensation Chair), supporting board effectiveness and oversight continuity .
- RSU-only director compensation aligns incentives with shareholders and avoids cash-heavy pay; clear committee fee schedule provides transparent governance .
- Independence affirmed post-cooling period despite prior Arbor interlock; majority-independent board; structured executive sessions in committees bolster oversight .
-
Potential concerns and red flags:
- Prior interlock with Executive Chairman Jason Wild at Arbor (comp committee) may prompt investor scrutiny; independence achieved Sept 2024 per NI 52-110, but investors may watch for influence given Wild’s 31% ownership and financing role elsewhere (FG Loan) .
- Economic exposure via a non-controlling investment tied to a Wild-controlled entity could raise perceived alignment with Executive Chair rather than broader shareholders; monitor for related-party dynamics even though no Schutter-specific related transactions are disclosed .
- Company hedging policy discourages but does not prohibit hedging; lack of explicit prohibition is a governance gap for alignment assurance .
-
Implications for investor confidence:
- Schutter’s pharmaceutical operating expertise and consistent engagement strengthen compensation governance, especially as Comp Committee Chair overseeing RSU-heavy pay practices .
- The board’s recent formalization of independence and committee processes (including executive sessions) mitigates historical interlock risk, but continued transparency around related-party exposures remains important .