Keith Stauffer
About Keith Stauffer
Keith Stauffer is Chief Financial Officer (CFO) of TerrAscend Corp. (TSNDF) since April 2020. He holds an MBA and a BS in Industrial Engineering from Purdue University, with prior senior finance roles at Coty (SVP Finance & CFO, Global Consumer Beauty, 2018–2020) and The Hershey Company (VP Finance & CFO, International, 2008–2018), and earlier finance roles at Dell and Procter & Gamble . Age 55 as of the 2025 proxy; tenure as CFO since April 2020 aligns with TerrAscend’s emphasis on revenue and EBITDA against budget for annual incentives (60% corporate performance; 40% strategic initiatives for 2024) . Operationally, Stauffer has highlighted margin optimization in Michigan, noting gross margins oscillate in the mid-30% range and improved quarter-over-quarter due to cost reductions in Q1 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TerrAscend Corp. | Chief Financial Officer | Apr 2020–present | Principal financial officer; oversight of corporate revenue/EBITDA budgeting and disclosures |
| Coty, Inc. | SVP Finance & CFO, Global Consumer Beauty | Aug 2018–Mar 2020 | Led finance for global consumer beauty division |
| The Hershey Company | VP Finance & CFO, International | Jan 2008–May 2018 | CFO for international; managed global finance operations |
| Dell Technologies; Procter & Gamble | Various finance positions | Prior to 2008 | Domestic/international finance roles building operational finance expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | No public-company directorships or external board roles disclosed for Stauffer |
Fixed Compensation
| Year | Base salary (paid) | Target bonus % | Notes |
|---|---|---|---|
| 2023 | $428,423 | 50% of base salary | Amended & restated agreement signed Nov 9, 2023; annual salary entitlement $433,000 |
| 2024 | $450,403 | 50% of then-current base salary | Annual salary increased to $456,815 as of Apr 2024 |
| 2025 (effective Apr) | — | — | Annual base salary increased to $472,803.53 |
Performance Compensation
Annual Incentive Plan (AIP)
| Metric | Weighting | Target/Framework | Actual (2024) | Payout form | Vesting |
|---|---|---|---|---|---|
| Corporate performance: Revenue vs budget | Portion of 60% | Annual budget with min/max expectations | Not numerically disclosed | Cash bonus | Immediate |
| Corporate performance: EBITDA vs budget | Portion of 60% | Annual budget with min/max expectations | Not numerically disclosed | Cash bonus | Immediate |
| Strategic initiatives (forward-looking) | 40% | Board-assessed progress beyond current fiscal year | Not numerically disclosed | Cash bonus | Immediate |
| Individual AIP payout (Stauffer) | — | — | $191,405 (2024) | Cash | Immediate |
| Individual AIP payout (Stauffer) | — | — | $256,769 (2023) | Cash | Immediate |
Long-Term Incentives (LTI) – RSUs and Options
| Award type | Grant date | Amount/terms | Fair value/metrics | Vesting |
|---|---|---|---|---|
| RSUs (annual 2024) | 2024 (annual cycle) | RSUs as LTI up to 100% of base salary | Stock awards value $437,352 (2024) | Not specified (RSU plan governs); annual grants typically in April |
| RSUs (exchange) | Nov 9, 2023 | 300,000 RSUs granted in exchange for surrender of 300,000 options; 122,670 shares withheld for taxes | Included in 2023 stock awards ($985,343 total) | Immediately vested on award |
| Options | Apr 27, 2020 | 700,000 options at $2.31; exercisable; expire Apr 27, 2030 | N/A | Original plan: typically 25% annual vest over 4 years; status shows fully exercisable |
| Options | Sep 23, 2022 | 50,000 options at $1.32; exercisable and 50,000 unexercisable; expire Sep 23, 2032 | N/A | Vest annually over 4 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 317,099 common shares; <1% of class (based on 292,649,481 shares outstanding) |
| Outstanding options (12/31/2024) | 700,000 at $2.31 (exercisable; grant 04/27/20; exp 04/27/30); 50,000 at $1.32 (exercisable) and 50,000 unexercisable (grant 09/23/22; exp 09/23/32) |
| Unvested RSUs (12/31/2024) | 217,588 ($141,412), 187,061 ($121,589), 25,811 ($16,777) not vested |
| Ownership guidelines | Not disclosed; compensation philosophy references peer review rather than fixed ownership mandates |
| Pledging/Hedging policy | Stock Option Plan prohibits options/benefits from being assigned, charged, pledged, or hypothecated ; Insider Trading Policy prohibits trading on MNPI, tipping, speculation, and requires pre-clearance and blackout compliance |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended & Restated employment agreement dated Nov 9, 2023 (original Apr 22, 2020) |
| Base salary & bonus | Base salary $433,000 (A&R); discretionary performance bonus 50% of then-current base; LTI RSUs up to 100% of then-current base |
| Non-compete | 12 months post-employment; no competition during employment |
| Non-solicit | 12 months post-employment; customers and employees |
| Termination without cause | Severance Pay (as defined), pro‑rata bonus (cash or equivalent), accelerated vesting of unvested Options on a pro‑rata basis |
| Change-of-control (COC) | 100% acceleration of unvested Options and RSUs upon COC |
| Double-trigger COC economics | If terminated without cause or for good reason within 12 months post-COC: 2x Severance Pay, 2x COBRA Cash Stipend, full prior‑year bonus and full current‑year bonus (if not yet paid) |
| Insider trading controls | Mandatory pre-clearance for CFO trades; quarterly blackout from two days before quarter-end to first full trading day after earnings release; event-specific blackouts possible |
| Term | Indefinite term, subject to termination under the agreement |
Compensation Structure Analysis
- Equity-heavy mix with RSUs up to 100% of salary and large legacy option holdings indicates material equity exposure; 2024 stock awards $437,352 vs cash bonus $191,405 suggests ongoing equity alignment .
- Annual bonus mechanics emphasize financial performance (revenue and EBITDA vs budget) and strategic initiatives (60%/40%), with Compensation Committee discretion—important for pay-for-performance linkage but targets/payout curves are not disclosed numerically .
- Option Amendment Resolution proposes modifying exercise prices of insider-held options (including Stauffer: 700,000 at $2.31 and 100,000 at $1.32) to “Market Price” upon service through June 24, 2026—this is a modification/repricing feature and a governance red flag to monitor .
- No pension plan benefits; other compensation primarily benefits/insurance payments .
Multi-Year Compensation (NEO Summary)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $428,423 | $450,403 |
| Stock awards (RSUs; grant-date fair value) | $985,343 | $437,352 |
| Non‑equity incentive (AIP bonus) | $256,769 | $191,405 |
| Option awards | Nil | Nil |
| Other compensation | $35,366 | $36,112 |
| Total | $1,705,901 | $1,115,273 |
Outstanding Equity and Vesting Detail (as of 12/31/2024)
| Type | Quantity | Exercise Price / Value | Grant Date | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Options (exercisable) | 700,000 | $2.31 | 04/27/2020 | 04/27/2030 | Fully exercisable; plan typically vests 25% annually over 4 years |
| Options (exercisable) | 50,000 | $1.32 | 09/23/2022 | 09/23/2032 | Vests annually over 4 years |
| Options (unexercisable) | 50,000 | $1.32 | 09/23/2022 | 09/23/2032 | Vests annually over 4 years |
| RSUs (unvested) | 217,588 | $141,412 market value | — | — | RSU Plan governs; timing not specified |
| RSUs (unvested) | 187,061 | $121,589 market value | — | — | RSU Plan governs |
| RSUs (unvested) | 25,811 | $16,777 market value | — | — | RSU Plan governs |
| RSUs (immediate vest) | 300,000 | — | 11/09/2023 | — | Immediately vested on grant (option-for-RSU exchange); 122,670 shares withheld for taxes |
Governance, Policies, and Risk Indicators
- Insider Trading Policy: prohibits trading on MNPI, tipping and speculation; mandates pre-clearance for CFO and imposes quarterly and event blackouts, reducing opportunistic trading risk .
- Pledging: Stock Option Plan prohibits pledging/charging/hypothecating options and related benefits; transfer restrictions apply, with limited estate exceptions .
- Late Section 16 filing: one late Form 4 for Stauffer, filed March 25, 2025—process adherence risk indicator .
- Equity grant timing: annual equity awards historically granted in April; Compensation Committee may defer grants if in possession of MNPI; options not granted to NEOs in 2024 (except to Gefen) .
- Compensation committee leadership: Compensation Committee chaired by Director Ed Schutter .
Investment Implications
- Alignment: Stauffer’s pay mix includes significant equity via RSUs and legacy options; 2024 stock awards vs cash bonus indicates continued equity-linked compensation, but beneficial share ownership is <1%, limiting “skin-in-the-game” optics .
- Performance incentives: AIP ties directly to revenue and EBITDA vs budget with a 60% weighting and 40% strategic initiatives, supporting pay-for-performance; lack of specific targets/payout curves reduces transparency .
- Retention and exit economics: Double-trigger change-of-control benefits (2x severance, 2x COBRA stipend, full prior/current bonuses) with full acceleration of unvested equity could create event-driven incentives; non-compete/non-solicit at 12 months provide retention protection .
- Trading pressure: Pre-clearance, blackouts, and plan restrictions on pledging options mitigate forced selling risk; however, immediate-vest RSUs (300k in 2023) and large exercisable options represent potential liquidity events to monitor via Form 4s—note one late Form 4 in 2025 .
- Governance red flags: Proposed option exercise price modifications to “Market Price” contingent on service through June 24, 2026 constitute a repricing/modification that investors should track through the vote and subsequent insider activity .