Ira Duarte
About Ira Duarte
Ira Duarte, 56, is an independent director of TerrAscend (TSNDF) based in North Carolina. She has served on TerrAscend’s Board since December 2, 2022, and is the Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee (NCGC). Duarte is Chief Financial Officer of Heron Therapeutics and holds a B.S. in Accounting from Florida Atlantic University; the Board has determined she is an “audit committee financial expert” under SEC rules and financially literate under NI 52‑110 .
Past Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Heron Therapeutics, Inc. | Chief Financial Officer | Jun 2023–present | External executive role; not a TerrAscend position |
| Veloxis Pharmaceuticals, Inc. | Chief Financial Officer | Oct 2018–Jun 2023 | Previously held financial leadership roles beginning in 2016 |
| Cornerstone Therapeutics; BioDelivery Sciences | Various finance roles | Not disclosed | Tenure/dates not provided |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heron Therapeutics, Inc. | Chief Financial Officer | Jun 2023–present | Executive role; demonstrates deep finance expertise relevant to audit oversight |
Interlock note: TerrAscend Lead Independent Director Craig Collard is CEO and a director at Heron Therapeutics, indicating network overlap with Duarte through Heron; no related-party transactions between TerrAscend and Heron are disclosed .
Board Governance
- Independence: Duarte is independent under NI 52‑110 and the Securities Act of 1933; Audit Committee members are financially literate .
- Roles: Audit Committee Chair; NCGC member; not a member of the Compensation Committee .
- Appointment/Service: Director since December 2, 2022; appointed and named Audit Chair via Item 5.02 8‑K .
- Audit Committee activities: Duarte co‑signed the Audit Committee report recommending inclusion of 2024 audited financials in the 10‑K and confirming auditor independence (MNP) .
| Governance Attribute | Detail |
|---|---|
| Committees | Audit (Chair) , NCGC (Member) |
| Independence | Independent under NI 52‑110; SEC audit committee financial expert |
| Board Attendance (2024) | Board 7/8; Audit 5/5; NCGC 2/2; Total 15/16 |
| Director Since | December 2, 2022 |
| Annual Meeting Attendance | Attended June 17, 2024 annual meeting |
Fixed Compensation
Director compensation is equity‑only via RSUs; no cash retainer. RSUs are granted on the date of the annual meeting and vest on the last calendar day of the year. Committee fees are also paid in RSUs .
| Component (2024) | Amount (USD) | Form | Vesting/Terms |
|---|---|---|---|
| Annual Director Retainer | $200,000 | RSUs | RSUs vest Dec 31 |
| Audit Committee Chair Fee | $19,500 | RSUs | RSUs vest Dec 31 |
| NCGC Member Fee | $6,000 | RSUs | RSUs vest Dec 31 |
| Total Stock Awards (Reported) | $225,500 | RSUs | Grant‑date fair value per ASC 718 |
Performance Compensation
No performance‑based compensation is disclosed for non‑employee directors. Director pay is time‑based RSUs; there are no stated revenue/EBITDA/TSR targets for director equity .
Other Directorships & Interlocks
| Entity | Role | Type | Overlap with TSNDF | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships disclosed for Duarte |
| Heron Therapeutics | CFO | Executive | Overlap via Collard (Heron CEO/director) | Network interlock; no TerrAscend–Heron related transactions disclosed |
Expertise & Qualifications
- Financial expertise: CFO background at Heron and Veloxis; Board designated audit committee financial expert; financially literate per NI 52‑110 .
- Industry experience: Pharmaceuticals; roles across multiple biopharma companies .
- Education: B.S. in Accounting, Florida Atlantic University .
Equity Ownership
| Ownership Metric | Value | As‑of Date |
|---|---|---|
| Beneficial ownership (Common Shares) | 224,277 | March 31, 2025 |
| Ownership % of outstanding | <1% | March 31, 2025 |
| Additional economic exposure | Non‑controlling investment in an entity controlled by Jason Wild; amount not quantified | As of Circular date |
Governance Assessment
- Strengths: Independent Audit Chair with CFO credentials; designated audit committee financial expert; strong attendance (94% total across Board/committees); equity‑only director pay aligns incentives; formal related‑party transaction policy in place since Jan 25, 2023 .
- Oversight quality: Audit Committee actively reviewed 2024 audited financials, auditor independence, and recommended inclusion in 10‑K; committee composition is majority independent .
- Compensation structure: Equity‑only RSU grants (retainer + committee fees) vest year‑end; no options or cash retainer disclosed for directors; promotes ownership alignment .
Watch items / Red flags
- Additional economic exposure via a non‑controlling investment in an entity controlled by the Executive Chairman (Jason Wild) may create perceived alignment or influence; disclosure is present but amounts are not provided .
- Network overlap: Duarte (Heron CFO) and Collard (Heron CEO/director) serve on TerrAscend’s Board; while both are independent and no related transactions are disclosed, interlocks warrant monitoring for potential conflicts in nominations/oversight .
- Ownership concentration: Executive Chairman Jason Wild beneficially owns ~31.09% of common shares, indicating significant control dynamics for Board governance generally (not specific to Duarte) .
No indebtedness, loans, or related‑party transactions involving Duarte are disclosed; Section 16 compliance shows no late filings attributed to Duarte .