Jason Wild
About Jason Wild
Jason Wild (age 52) serves as Chairman of the Board and Executive Chairman of TerrAscend; he is President and Chief Investment Officer of JW Asset Management, LLC, which he founded in 2003. He holds a Bachelor’s Degree in Pharmacy from the Arnold and Marie Schwartz College of Pharmacy and has been a TerrAscend director since December 8, 2017 . TerrAscend classifies Mr. Wild as not independent due to his executive chair role and significant ownership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JW Asset Management, LLC | President & Chief Investment Officer | Since 2003 | Founder/operator; capital markets and cannabis investing experience |
| Arbor Pharmaceuticals | Director; Compensation Committee member | Overlapped with CEO Ed Schutter’s tenure (2010–2021) – specific dates not disclosed | Prior interlock contributed to Schutter’s non-independence until Sep 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | TerrAscend’s “Other Public Company Directorships” lists Collard and Schutter only; no current public boards for Wild disclosed . |
Board Governance
- Independence: Not independent (Executive Chairman; large share ownership) .
- Board leadership: Serves as Chair and Executive Chairman; the CEO is separate; Collard is Lead Independent Director (reappointed Mar 29, 2024) with defined duties to reinforce independence .
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; those committees are composed of independent directors (Audit: Duarte-Chair, Collard, Schutter) ; Compensation: Schutter-Chair; Collard and DioGuardi members ; NCGC: Collard-Chair; Duarte and DioGuardi members .
- Attendance: Board meetings attended 8/8 in the most recent fiscal year; no committee attendance applicable .
- Executive sessions/private meetings: Board holds private sessions without management; committees invite management but conclude with executive sessions .
Fixed Compensation
| Year | Compensation Element | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Director RSU grant (annual) | Included in total | Base for directors is $200,000 paid entirely in RSUs; Chair receives an additional $300,000 RSUs . |
| 2024 | Additional RSU award | $296,000 | Granted for significant accomplishments in 2023 . |
| 2024 | Total director stock awards | $796,000 | Reported RSU fair value under ASC 718 . |
- Director pay is delivered entirely in RSUs; committee fees (if any) are also paid in RSUs. Annual retainer structure: $200k RSUs; Audit Chair $19.5k; Audit member $7.5k; Compensation Chair $12k; Compensation member $6k; NCGC Chair $12k; NCGC member $6k; Board Chair receives an additional $300k RSUs .
Performance Compensation
- No director performance-based metrics (e.g., TSR, EBITDA, ESG) or option awards for Mr. Wild are disclosed in the director compensation program; director compensation is RSU-based per policy .
Other Directorships & Interlocks
| Relationship | Detail | Governance implication |
|---|---|---|
| Prior interlock with Arbor | Wild served as an Arbor director and compensation committee member while Schutter was Arbor CEO | Schutter deemed non-independent until Sep 2024; now independent per NI 52-110 timing . |
| Non-controlling investments by other directors in JW-controlled entities | Collard, DioGuardi, Duarte, Schutter have additional economic exposure via non-controlling investments in entities controlled by Wild that hold significant TerrAscend investments | Potential alignment with Wild; also potential perceived influence/interlock risk . |
Expertise & Qualifications
- Pharmacy background; capital markets and cannabis industry experience; pharmaceuticals sector experience .
- Board skills matrix emphasizes self-reported director capabilities; Wild’s profile highlights capital markets and cannabis expertise .
Equity Ownership
| Item | Amount | Context/Notes |
|---|---|---|
| Beneficial ownership (shares) | 90,991,236 | 31.05% of common shares as of Apr 25, 2025 Record Date ; 31.09% as of Mar 31, 2025 (292,649,481 shares outstanding) . |
| Ownership structure | See breakdown | Controlled across personal, trusts, funds, and foundation; e.g., JW Partners LP (50,621,892), JW Select Investments LP (12,605,280), JW Opportunities Fund LLC (21,643,277), plus others . |
| Warrants held | 400,001 | 50,000 personal; 33,334 trust; 316,667 JW Growth Fund; 400,001 may be acquired before Jun 23, 2025 . |
| Options held | 1,200,000 | Stock options under the plan . |
| Shares pledged | Not disclosed | No pledging disclosure provided . |
| Hedging policy | No formal prohibition | Directors discouraged from hedging but no explicit ban; no hedging policy currently . |
Governance Assessment
- Strengths:
- High attendance (100% board meetings) .
- Separation of Chair and CEO; presence of Lead Independent Director with robust responsibilities .
- Independent committees with financially literate members; Audit Chair identified as an “audit committee financial expert” .
- Concerns and RED FLAGS:
- Control risk: Wild owns ~31% of common shares, potentially influencing outcomes and board dynamics .
- Related-party exposure: Wild’s funds invested ~$5.5 million in the company’s $140 million senior-secured FG Loan as part of the syndicate (12.75% rate, matures Aug 1, 2028); requires vigilant audit committee oversight of conflicts .
- Option repricing proposal: Board seeks disinterested shareholder approval to modify insider option exercise prices (including Wild’s 200,000 options at $10.79 and 1,000,000 at $3.16) to “Market Price” after a 12-month service requirement—repricing is broadly viewed as a governance red flag unless clearly justified and approved .
- Interlock influence: Multiple directors have non-controlling investments in JW-controlled entities that hold significant TerrAscend positions—may challenge perceived independence and information flow .
- Hedging policy gaps: No explicit prohibition on hedging (discouraged only), which weakens alignment safeguards .
Additional Data: Committees and Attendance
| Committee | Chair | Members | Independence |
|---|---|---|---|
| Audit | Ira Duarte | Duarte, Collard, Schutter | All independent; Duarte is “audit committee financial expert” . |
| Compensation | Ed Schutter | Schutter (Chair), Collard, DioGuardi | Independent; no compensation committee interlocks with management . |
| Nominating & Corporate Governance | Craig Collard | Collard (Chair), Duarte, DioGuardi | Independent . |
| Director | Board | Audit | Compensation | NCGC | Total Attendance |
|---|---|---|---|---|---|
| Jason Wild | 8/8 | — | — | — | 8/8 |
Fixed Compensation (Director Program Details)
| Element | Amount | Form | Notes |
|---|---|---|---|
| Annual retainer | $200,000 | RSUs | Paid entirely in RSUs; vests year-end . |
| Board Chair additional retainer | $300,000 | RSUs | Paid to Chair/Executive Chair . |
| Committee chair/member fees | $6,000–$19,500 | RSUs | Audit Chair $19.5k; Audit member $7.5k; Comp Chair $12k; Comp member $6k; NCGC Chair $12k; NCGC member $6k . |
Performance Compensation (Director)
- No performance-vesting disclosures for director RSUs; director equity awards vest on the last calendar day of the year per program .
Other Notes and Policies
- Related party transaction policy requires Audit Committee or an independent body review and approval based on best interest tests; scope includes transactions >$120,000 involving related persons .
- Insider Trading Policy updated through March 13, 2024; grants typically in April; no timing around MNPI for equity awards aside from possible deferrals .
Overall, Wild’s extensive ownership and executive chair status provide strong economic alignment but create governance concentration risks; continued reliance on robust independent committee oversight, clear conflict disclosures, and disinterested-shareholder approvals (e.g., for option repricing) are critical to maintaining investor confidence .