Kara DioGuardi
About Kara DioGuardi
Kara DioGuardi (age 54) is an independent director of TerrAscend (TSNDF) since March 3, 2022; she is the Co‑Founder and current Chief Executive Officer of Arthouse Entertainment and holds a B.A. in Political Science and Government from Duke University (1993) . At TerrAscend, she serves on both the Compensation Committee and the Nominating & Corporate Governance Committee (NCGC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthouse Entertainment | Co‑Founder; Chief Executive Officer | 2000–present (as disclosed) | Brings people, marketing and culture insights to TerrAscend per board bio . |
| Music/Entertainment Industry | Songwriter, producer, record executive; former American Idol judge | Not disclosed | Extensive industry leadership cited at appointment . |
| Billboard Magazine (label executive role) | Industry executive | Not disclosed | Industry vantage highlighted at appointment . |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Mechanical Licensing Collective (MLC) | Board member (as of appointment disclosure) | Non‑profit/industry | Identified in 2022 press release; not a public company board . |
| NMPA S.O.N.G.S. Board | Board member (as of appointment disclosure) | Industry association | Identified in 2022 press release; not a public company board . |
Board Governance
- Committee assignments: Member – Compensation Committee and NCGC; not a chair on either committee .
- Independence: Classified as independent under NI 52‑110; TerrAscend’s board has four independent directors of five total (Collard, Duarte, DioGuardi, Schutter) .
- Attendance (latest fiscal year): Board 8/8; Compensation 2/2; NCGC 2/2; Total 12/12 .
- Board leadership/structure context: Lead Independent Director is Craig Collard; Executive Chairman (non‑independent) is Jason Wild .
Fixed Compensation (Director Pay)
| Component (2024) | Amount | Form | Key Terms |
|---|---|---|---|
| Annual base retainer | $200,000 | RSUs | Paid entirely in RSUs; issued at the annual meeting; RSUs vest on the last calendar day of the year . |
| Compensation Committee – member fee | $6,000 | RSUs | Member RSU fee level . |
| NCGC – member fee | $6,000 | RSUs | Member RSU fee level . |
| Meeting fees | $0 | — | Not disclosed/paid; compensation delivered via RSUs . |
| 2024 total (as reported for DioGuardi) | $212,000 | RSUs | Matches aggregate stock awards reported for 2024 . |
Performance Compensation
| Performance Metric (Directors) | Weight/Target | Payout Determination | Notes |
|---|---|---|---|
| None disclosed for director compensation | N/A | N/A | Director compensation is time‑based RSUs; proxy does not disclose performance‑conditioned director awards . |
Executive AIP metrics (revenue, EBITDA, strategic initiatives) apply to NEOs, not directors .
Other Directorships & Interlocks
- Current public company boards: None disclosed for DioGuardi in TerrAscend’s “Other Public Company Directorships” section (lists Collard: Heron Therapeutics; Schutter: Establishment Labs) .
- Compensation Committee interlocks: None; no TerrAscend executive serves on the board/comp committee of an entity whose executive sits on TerrAscend’s Comp Committee .
Expertise & Qualifications
- Founder/CEO operator background with deep brand‑building, people, and culture expertise relevant to consumer branding and marketing .
- Governance: Active roles on Compensation and NCGC suggest engagement with pay design, board refresh/skills, and governance principles .
- Education: B.A., Duke University (1993) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kara DioGuardi | 272,367 | <1% | As of March 31, 2025; ownership below 1% threshold . |
| Additional exposure | N/A | N/A | Has additional economic exposure via a non‑controlling investment in an entity controlled by Executive Chairman Jason Wild . |
| Options | Not included in 2025 insider option amendment list | — | Only certain insiders’ options proposed for repricing (Collard, Wild, executives); DioGuardi not listed . |
| Hedging/Pledging | No explicit prohibition on hedging; hedging discouraged; no pledging disclosed | — | Company discourages but does not expressly prohibit hedging; no pledge disclosures found . |
Governance Assessment
- Positives: Independent director with full attendance; serves on two key committees (Compensation and NCGC), supporting board effectiveness and oversight; director pay is fully equity‑based RSUs, aligning incentives with shareholder value .
- Watch items/possible red flags:
- Additional economic exposure via a non‑controlling investment in an entity controlled by the Executive Chairman may create perceived alignment with a significant insider; independence classification remains per NI 52‑110, but optics warrant monitoring .
- Company lacks an explicit anti‑hedging prohibition (policy discourages but does not forbid), which is less shareholder‑protective than strict no‑hedging regimes .
- Broader governance context: 2025 proposal to reprice insider stock options (for select insiders, excluding DioGuardi) signals a willingness to modify underwater awards; while framed as retention‑motivated, repricings often draw investor scrutiny (dilution/precedent) .
- Engagement: No attendance gaps; active participation across assigned committees suggests strong engagement .
Appendix: Key Reference Details
- Appointment to TerrAscend Board: March 3, 2022 (8‑K Item 5.02) .
- Current TerrAscend roles: Director; Member – Compensation Committee; Member – NCGC .
- Independence: Independent under NI 52‑110 .
- 2024 Director compensation for DioGuardi: $212,000 in RSUs (base retainer and committee member fees) .
- Beneficial ownership: 272,367 shares (<1%) as of March 31, 2025 .
- Attendance (latest fiscal year): Board 8/8; Comp 2/2; NCGC 2/2 .
- Background/Education: Co‑Founder & CEO, Arthouse Entertainment; Duke University B.A. (1993) .