Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
Appointment of Jon Levin as Chief Operating Officer
On January 14, 2020, Tilray, Inc. ("Tilray") announced the appointment of Jon
Levin as Tilray's Chief Operating Officer, effective January 20, 2020.
Pursuant to the terms of an employment agreement (the "Levin Agreement"),
Mr. Levin will receive an initial annual base salary of $400,000 USD and is
eligible to receive an annual performance and retention bonus of up to 50% of
his annual base salary. Mr. Levin will be granted 100,000 restricted stock units
("RSUs"), which settle in shares of Tilray's Class 2 common stock, pursuant to
Tilray's Amended and Restated 2018 Equity Incentive Plan (the "Plan").
Mr. Levin's RSUs shall vest over a three-year vesting schedule, under which
33.33% of the RSUs will vest on the first anniversary of the grant date of such
RSUs, with the remaining RSUs vesting quarterly thereafter, subject to his
continued service to Tilray through each relevant vesting date.
If Mr. Levin is terminated without cause or resigns for good reason, as such
terms are defined in the Levin Agreement, he will receive a severance payment
equal to six months his base salary and pro-rated target annual bonus, as then
in effect, and accelerated vesting of the portion of each outstanding equity
incentive award that would have vested had Mr. Levin remained employed through
the next vesting date prorated for his period of employment during the vesting
period within which Mr. Levin's employment is terminated. Mr. Levin is also
entitled to COBRA benefits for up to six months after termination without cause
or resignation for good reason. Upon a change in control, as such term is
defined in the Plan, all of Mr. Levin's equity-based awards will vest in full.
From 2009 to 2014 and from February 2018 to January 2020, Mr. Levin, 51, held
various roles at Revlon, Inc., where he most recently served as General Manager,
U.S. Mass Markets. With 25 years of experience, Mr. Levin has general management
knowledge in diverse industries including beauty and health, CPG and sporting
goods. Prior to Revlon, from 2014 to 2017, he was the Executive Vice President,
Sales, for Ferrara Candy Company, and prior to that, had senior sales leadership
positions with Nautilus, Wrigley and Acosta. Mr. Levin has a B.S. in Economics
from Portland State University and a degree in Executive Management from Cornell
University.
The foregoing summary of the Levin Agreement is not intended to be complete and
is qualified in its entirety by reference to the full text of the Levin
Agreement, to be filed as an exhibit to Tilray's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020.
Appointment of Michael Kruteck as Chief Financial Officer
On January 14, 2020, Tilray announced the appointment of Michael Kruteck as
Tilray's Chief Financial Officer, effective immediately after filing Tilray's
Annual Report on Form 10-K for the year ended December 31, 2019 (the "10-K
Date"). Mr. Kruteck anticipates joining Tilray on January 20, 2020 and serving
as its Executive Vice President, Finance until the 10-K Date.
Pursuant to the terms of an employment agreement (the "Kruteck Agreement"),
Mr. Kruteck will receive an initial annual base salary of $375,000 USD and is
eligible to receive an annual performance and retention bonus of up to 50% of
his annual base salary. Mr. Kruteck will be granted 100,000 RSUs, which settle
in shares of Tilray's Class 2 common stock, pursuant to the Plan. Mr. Kruteck's
RSUs shall vest over a three-year vesting schedule, under which 33.33% of the
RSUs will vest on the first anniversary of the grant date of such RSUs, with the
remaining RSUs vesting quarterly thereafter, subject to his continued service to
Tilray through each relevant vesting date.
If Mr. Kruteck is terminated without cause or resigns for good reason, as such
terms are defined in the Kruteck Agreement, he will receive a severance payment
equal to 12 months his base salary and pro-rated target annual bonus, as then in
effect, and accelerated vesting of the portion of each outstanding equity
incentive award that would have vested had Mr. Kruteck remained employed through
the next vesting date prorated for his period of employment during the vesting
period within which Mr. Kruteck's employment is terminated. Mr. Kruteck is also
entitled to COBRA benefits for up to 12 months after termination without cause
or resignation for good reason. Upon a change in control, as such term is
defined in the Plan, all of Mr. Kruteck's unvested equity-based awards will vest
in full.
From January 2011 to January 2020, Mr. Kruteck, 55, served as Chief Financial
Officer for Pharmaca Integrative Pharmacy. Prior to Pharmaca, during 2009,
Mr. Kruteck served as Vice President Finance and Treasurer at Crocs, and prior
to that, in multiple senior financial roles at Molson Coors Beverage Company.
With over 30 years of experience, Mr. Kruteck possesses a broad finance
background with specific experience in financial and operational
transformations, supply chain, corporate finance, and financial planning and
analysis. Mr. Kruteck received his B.A. from the University of Colorado at
Boulder and his MBA from the Garvin School of International
Management (Thunderbird).
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The foregoing summary of the Kruteck Agreement is not intended to be complete
and is qualified in its entirety by reference to the full text of the Kruteck
Agreement, to be filed as an exhibit to Tilray's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020.
Transition of Mark Castaneda
Mark Castaneda, Tilray's current Chief Financial Officer, will serve as Tilray's
Chief Financial Officer through the 10-K Date. Immediately thereafter,
Mr. Castaneda will transition to the role of Strategic Business Development and
continue to advise Tilray and assist in Mr. Kruteck's transition.
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