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 Tilrays 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 Tilrays Class 2
common stock, pursuant to Tilrays Amended and Restated 2018 Equity Incentive Plan (the Plan). Mr. Levins 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. Levins 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. Levins 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 Tilrays 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 Tilrays Chief Financial Officer, effective immediately after filing
Tilrays 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 Tilrays Class 2 common stock, pursuant to the Plan. Mr. Krutecks 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. Krutecks 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. Krutecks 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).