Lynn Gefen
About Lynn Gefen
Lynn Gefen, age 54, is TerrAscend’s Chief People and Legal Officer and Corporate Secretary; she joined as Chief Legal Officer and Corporate Secretary on May 23, 2022 and expanded to Chief People Officer effective November 12, 2024, with an amended agreement on February 18, 2025 . She holds a J.D. from American University and a B.A. from the University of Florida; prior roles include Deputy General Counsel/Chief Risk & Compliance Officer at HomeServe, and legal/compliance leadership at Diageo North America and Citrix Systems, after beginning her career at Thacher Proffitt & Wood and Holland & Knight . Executive bonus design for 2024 was tied 60% to corporate financial performance (revenue and EBITDA vs budget) and 40% to forward-looking strategic initiatives, indicating pay-for-performance alignment on core operating levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HomeServe (publicly traded) | Deputy General Counsel; Chief Risk & Compliance Officer; Assistant Secretary | 2014–2022 | Built enterprise risk, compliance, and governance programs supporting regulated service operations |
| Diageo North America | Regulatory, privacy, compliance counsel | 2011–2014 | Led regulatory and compliance matters for beverage alcohol operations |
| Citrix Systems | Associate General Counsel; Chief Compliance Officer; Assistant Secretary | 2000–2009 | Led global corporate and compliance including securities, commercial transactions, governance, and employment |
| Thacher Proffitt & Wood; Holland & Knight | Associate | Not disclosed | Early-career legal training at major law firms |
External Roles
No public-company board directorships disclosed in TerrAscend’s proxy materials reviewed for 2024–2025; Ms. Gefen is an executive officer (not a director) at TerrAscend .
Fixed Compensation
Multiyear summary for Lynn Gefen (NEO):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $343,269 | $371,172 |
| Stock Awards (RSUs grant-date fair value) | $96,049 | $202,011 |
| Non-Equity Incentive Plan (Cash Bonus Paid) | $166,040 | $130,914 |
| Option Awards (grant-date fair value) | Nil | $168,524 |
| All Other Compensation | $21,097 | $27,121 |
| Total Compensation | $626,455 | $899,742 |
Additional fixed-pay terms post-promotion: Base salary increased to $425,000 effective November 12, 2024 and confirmed in the February 18, 2025 amendment .
Performance Compensation
Annual Cash Bonus (AIP)
| Component | Weighting | Target Definition | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Corporate Financial Performance | 60% | Revenue and EBITDA vs budget (corporate and divisional) with annual min/max ranges | Included within $130,914 total AIP paid | Compensation Committee discretion to adjust; assessed post year-end | N/A (cash) |
| Strategic Initiatives (Forward-Looking) | 40% | Progress on enterprise strategic initiatives beyond current fiscal year | Included within $130,914 total AIP paid | Formally introduced April 25, 2022; refined end of 2023 | N/A (cash) |
Bonus opportunity in 2025 agreement: annual discretionary performance bonus target 50% of base salary .
Equity Incentives
| Award Type | Grant Date | Quantity | Exercise/Reference Price | Vesting | Expiration/Settlement | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 11/20/2024 | 325,000 | $0.86 | Four equal annual installments commencing on grant date, subject to continued service | 11/20/2034 | Granted with fair value $168,523.88 |
| Stock Options | 09/23/2022 | 281,250 | $1.32 | Annual over 4 years from grant date | 09/23/2032 | Subject to potential exercise price amendment (see Risk Indicators) |
| Stock Options | 05/25/2022 | 275,000 | $3.902 | Annual over 4 years from grant date | 05/25/2032 | Subject to potential exercise price amendment (see Risk Indicators) |
| RSUs (Unvested as of 12/31/2024) | Various | 30,151; 70,352; 39,800 units | N/A | As per RSU Plan schedules | Market values: $19,598; $45,728; $25,870 | RSU annual grant target up to 50% of salary (2025 agreement) |
Policies and timing: Equity awards typically granted annually in April; no options granted to NEOs in 2024 except Ms. Gefen’s November promotion award; committee does not time grants to MNPI, may defer when in possession of MNPI .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | 7,795 common shares; <1% of class (292,649,481 shares outstanding) |
| Options – Exercisable | 140,625 @ $1.32 (9/23/22); 137,500 @ $3.90 (5/25/22) |
| Options – Unexercisable | 140,625 @ $1.32 (9/23/22); 137,500 @ $3.90 (5/25/22); 325,000 @ $0.86 (11/20/24) |
| RSUs – Unvested | 30,151; 70,352; 39,800 units; aggregate market values $19,598; $45,728; $25,870 |
| Hedging/Pledging | Corporation discourages hedging but has no explicit prohibition; incentive stock options may not be pledged; options not transferable except by inheritance |
| Ownership Guidelines | Not disclosed in reviewed filings |
Section 16 compliance: No late filings disclosed for Ms. Gefen; one CFO Form 4 was late (filed March 25, 2025) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Dates | Employment agreement May 11, 2023; amended February 18, 2025 |
| Base Salary | $425,000 (increase from $369,250 in April/Nov 2024 upon promotion) |
| Bonus Target | 50% of base salary (annual discretionary performance bonus) |
| LTI Target | RSUs up to 50% of base salary (RSU Plan) |
| Severance (No Cause) | “Severance Pay” (as defined in agreement); accelerated vesting of unvested options on a pro‑rata basis |
| Non-Compete/Non-Solicit | 12 months competing activity restriction and 12 months non-solicitation of customers/employees post employment |
| Change-of-Control (CoC) | Single‑trigger: 100% acceleration of unvested options and RSUs at CoC . Double‑trigger cash: if terminated without cause or for good reason within 12 months post‑CoC, 2× Severance Pay, 2× COBRA Cash Stipend, and full prior‑year and current‑year bonuses if not yet paid . |
| Term | Indefinite term subject to termination per agreement |
Compensation Structure Analysis
- Cash vs equity mix increased in 2024: RSU grant value rose to $202,011 (vs $96,049 in 2023), and options were granted in 2024 ($168,524) vs none in 2023, reflecting greater equity emphasis alongside a mid‑year salary increase upon promotion .
- AIP weighting shifted to emphasize strategic execution: 60% financial (revenue/EBITDA vs budget) and 40% forward-looking initiatives, embedding longer‑term value creation in annual payouts .
- Option amendment proposal: Company seeks shareholder approval to amend exercise prices of insider options (including Ms. Gefen’s 2022–2024 grants) to “Market Price” upon satisfying an amendment service requirement by June 24, 2026—repricing is a governance red flag unless justified by retention/performance needs .
Risk Indicators & Red Flags
- Option Repricing Proposal: Insider options (including Ms. Gefen’s 275,000 @ $3.902; 281,250 @ $1.32; 325,000 @ $0.86) proposed to be amended to Market Price upon service requirement satisfaction by June 24, 2026, contingent on disinterested shareholder approval .
- Single‑Trigger Equity Acceleration at CoC: Immediate vesting of 100% of unvested options and RSUs at CoC can misalign incentives and increase potential for short‑term event focus .
- Hedging Policy Gap: Hedging discouraged but not prohibited; absence of explicit ban is a minor alignment risk .
Compensation Peer Group & Governance Signals
- Benchmarking Approach: Compensation Committee reviews public disclosure of comparable cannabis companies; may, but is not obligated to, benchmark to a peer group; target percentiles not disclosed .
- Grant Practices: Annual equity grants typically in April; committee avoids timing awards around MNPI; 2024 options were granted only to Ms. Gefen in connection with her role expansion .
Equity Option Amendment Details (Subject Insiders)
| Grant Date | Number of Options | Original Exercise Price | Required Service Period | Proposed Modified Price |
|---|---|---|---|---|
| 05/25/2022 | 275,000 | $3.902 | Through June 24, 2026 | Market Price (effective upon meeting amendment service requirement) |
| 09/23/2022 | 281,250 | $1.32 | Through June 24, 2026 | Market Price |
| 11/20/2024 | 325,000 | $0.86 | Through June 24, 2026 | Market Price |
Shareholder voting excludes Subject Insiders (and affiliates) holding ~31.48% of shares; Board recommends voting FOR the amendment resolution .
Investment Implications
- Alignment and retention: The 50% bonus/50% RSU targets, 60/40 AIP weighting, and sizable multi‑year option and RSU schedules create retention hooks and tie compensation to revenue/EBITDA and strategic execution; however, single‑trigger CoC equity acceleration introduces potential misalignment risk .
- Potential selling pressure: Four‑year option vesting (including vest commencing on 11/20/2024 grant date) and ongoing RSU settlements may add periodic insider supply; monitor vesting windows and blackout policies for trading signals .
- Governance watch: The proposed option repricing to market price is a red flag that can inflate realized pay; track shareholder vote outcome and rationale (retention vs underwater option performance) .
- Ownership “skin-in-the-game”: Direct beneficial ownership is de minimis (7,795 shares); alignment relies on unvested equity rather than significant outright holdings; absence of explicit hedging ban modestly weakens alignment .