Ziad Ghanem
About Ziad Ghanem
Ziad Ghanem is President and Chief Executive Officer of TerrAscend (TSNDF), appointed CEO on March 29, 2023 after serving as President & COO from January 5, 2022. He holds a Doctor of Pharmacy from the University of Houston and is age 47 per the 2025 proxy . Under his tenure in 2024, TerrAscend reported net revenue of $306.7m, Adjusted EBITDA of $60.7m (19.8% margin), positive operating cash flow of $38.0m, and free cash flow of $28.6m; Q4 2024 Adjusted EBITDA was $15.1m with a 20.3% margin, while the company highlighted #1 market share in New Jersey and sequential growth/margin expansion in Maryland through 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parallel (privately held MSO) | President of all markets | Nov 2020 – Dec 2021 | Led operations across a vertically integrated, multi‑state cannabis operator in the U.S. |
| Walgreens Boots Alliance | Senior leadership roles | Prior to 2022 | Senior leadership experience at a global pharmacy/retail healthcare company |
External Roles
No current public company directorships for Ghanem were disclosed in the 2025 proxy .
Fixed Compensation
Summary Compensation Table (reported, US$)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 479,808 | 532,471 |
| Stock awards ($) | 206,510 | 505,025 |
| Non‑equity incentive plan compensation ($) | 386,798 | 331,534 |
| Option awards ($) | Nil | Nil |
| Value of all other compensation ($) | 24,555 | 28,558 |
| Total ($) | 1,097,671 | 1,397,588 |
Key terms in employment agreement (President & CEO):
- Base salary: $500,000; target annual discretionary performance bonus: 75% of base; LTI eligibility in RSUs up to 100% of base . Effective April 2025, base salary increased to $545,962.50 .
Performance Compensation
Annual Incentive Plan (AIP) structure (NEOs, including CEO)
| Component | Weighting | Performance Metrics / Notes |
|---|---|---|
| Corporate financial performance | 60% | Revenue and EBITDA at corporate/divisional level vs budget; min/max bands set annually |
| Strategic initiatives (forward‑looking) | 40% | Progress on enterprise strategic initiatives beyond current fiscal year; formalized Apr 25, 2022 and refined end of 2023 |
2024 payout (CEO)
- Actual non‑equity incentive paid: $331,534 (see Fixed Compensation table) .
- Target structure: 75% of base per agreement (base $500,000 during 2024 per contract) .
Equity awards programs
- Stock Option Plan: Rolling 15% plan; options typically vest 25% annually over 4 years; 2024 option burn rate ~1.15% .
- RSU Plan: Rolling 15% combined cap with options; RSUs typically vest over 4 years; 2024 RSU burn rate ~0.84% .
Outstanding Equity Awards at FY‑end 2024 — Ziad Ghanem (excerpts)
Options
| Grant date | Options outstanding | Exercisable | Unexercisable | Exercise price ($) | Expiration |
|---|---|---|---|---|---|
| 03/21/2022 | 325,000 | 162,500 | 162,500 | 5.55 | 01/05/2032 |
| 09/23/2022 | 350,000 | 175,000 | 175,000 | 1.32 | 09/23/2032 |
RSUs (unvested)
| Unvested RSUs (#) | Market value ($) |
|---|---|
| 251,256 | 163,316 |
| 15,000 | 9,750 |
| 85,571 | 55,621 |
Insider Option Amendments (subject to disinterested shareholder approval)
- CEO options eligible for modification upon meeting a 12‑month service requirement from June 24, 2025: 325,000 (3/21/2022, $5.55) and 350,000 (9/23/2022, $1.32) would have exercise prices reset to the TSX 5‑day VWAP preceding June 24, 2025 upon service satisfaction; all other terms unchanged . Aggregate insider options proposed for amendment: 3,706,250 (~1.26% of outstanding common shares as of record date) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 112,428 common shares; <1.0% of class (based on 292,649,481 common shares outstanding) |
| Options | 325,000 (2012 grant $5.55) and 350,000 (2012 grant $1.32); typical vesting 25% per year |
| RSUs | Multiple unvested tranches outstanding as of 12/31/2024 (see table above) |
| Hedging/Pledging | Company discourages hedging but has no explicit hedging prohibition; no specific pledging disclosure provided |
| Ownership guidelines | Not disclosed in proxy |
Insider trading policy and grant practices
- Insider Trading Policy in place (amended Mar 13, 2024); grants typically occur in April during annual cycle; committee may defer grants if in possession of MNPI; no practice of timing grants around MNPI .
Employment Terms
| Term | CEO Employment Agreement (Mar 29, 2023) |
|---|---|
| Base salary | $500,000; increased to $545,962.50 effective April 2025 |
| Target bonus | 75% of then‑current base salary (discretionary performance bonus) |
| LTI | RSUs up to 100% of then‑current base per RSU Plan (Board‑determined) |
| Non‑compete / Non‑solicit | 12 months post‑employment for both |
| Severance (without cause) | Entitled to “Severance Pay” (as defined) and pro‑rata vesting of unvested options |
| Change‑of‑Control (single trigger) | 100% acceleration/vesting of unvested Options and RSUs upon CoC |
| Change‑of‑Control (double trigger) | If terminated without cause or for good reason within 12 months post‑CoC: two times Severance Pay; full bonus for prior year (if unpaid) and full bonus for current year |
| Clawback | Not disclosed |
Performance & Track Record
- 2024 financials: Net revenue $306.7m; Adjusted EBITDA $60.7m (19.8%); operating cash flow $38.0m; free cash flow $28.6m .
- Q4 2024: Adjusted EBITDA $15.1m (20.3% margin), with gross margin up 140 bps QoQ to 50.2% and G&A down $3.6m QoQ .
- Market execution: Maintained #1 NJ market share all quarters in 2024; sequential revenue growth in Maryland for all four quarters, with gross margin expansion from ~25% to >50% and share rank improving from #13 to #6 YoY; initiated NJ and MD capacity expansions .
- Capital structure: Closed $140m senior secured term loan (12.75% due Aug 2028; non‑dilutive, no warrants) supported by ~$150m of owned real estate; launched first share repurchase program in Aug 2024 .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total $1.40m comprised of $0.53m salary (38%), $0.33m cash bonus (24%), $0.51m stock awards (36%), other $0.03m; no option grants in 2024 .
- Pay‑for‑performance linkage: AIP is 60% tied to corporate Revenue/EBITDA vs budget and 40% to strategic initiatives; CEO’s bonus relies on these quantitative and strategic outcomes .
- Option modification proposal: Insider Option Amendments would reduce exercise prices to market upon 12 months of service post‑June 24, 2025; 3.7m insider options (1.26% of shares) impacted; requires disinterested shareholder approval under TSX rules .
Risk Indicators & Red Flags
- Option exercise price modifications for insiders (subject to shareholder approval) can be a governance sensitivity; Board cited retention/alignment rationale amid sector volatility and declines in share price .
- No explicit hedging prohibition and no disclosed ownership guidelines (common governance tools for alignment) .
- Cannabis sector risks (federal illegality; 280E tax exposure until any rescheduling finalizes; financing/banking constraints) remain material to business performance and executive incentive outcomes .
Investment Implications
- Alignment: CEO’s incentive design is anchored to Revenue/EBITDA and multi‑year strategic initiatives with significant equity exposure via RSUs and options, supporting operational and cash flow targets achieved in 2024 (FCF positive; margin gains) .
- Retention/overhang: The proposed option repricing (service‑based reset to market) is retention‑oriented but may be viewed as a governance trade‑off; however, the affected pool is ~1.26% of shares and requires disinterested shareholder approval under TSX rules .
- Change‑of‑control: Single‑trigger equity acceleration plus double‑trigger severance (two times Severance Pay and full bonuses) create robust protection; consider costs in M&A scenarios .
- Governance gaps: Absence of explicit hedging ban and undisclosed ownership guidelines modestly weaken alignment optics; monitor future proxy disclosures for enhancements .
- Execution lens: With demonstrated share gains in NJ/MD, positive FCF, and extended debt maturities, incentive goals appear calibrated to drive further operating leverage; macro/regulatory risks (e.g., 280E, federal status) remain key external variables for realized pay and equity value .