The following table sets forth information concerning: (i) the compensation of our current CEO (Mr. Klein) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for each Fiscal 2021, Fiscal 2022, Fiscal 2023 and Fiscal 2024; and (ii) our cumulative total shareholder return, (“TSR”), the cumulative TSR of our peer group (“Peer Group TSR”), net income and Adjusted EBITDA (as defined below) over such years in accordance with SEC rules for each such fiscal year:
| Value of Initial Fixed $100 Investment Based on: |
|---|
| Fiscal Year | Summary Compensation Table Total for Mr. Klein | Compensation Actually Paid to Mr. Klein (2) | Average Summary Compensation Table Total for Non-CEO NEOs (1) | Average Compensation Actually Paid to Non- CEO NEOs (1)(2) | Total Shareholder Return | Peer Group TSR (Horizons Marijuana Life Sciences) (3) | Net Income (millions) | Adjusted EBITDA (millions) (4) |
|---|
| 2024 | 7,605,091 | $11,213,347 | 1,998,334 | $2,866,606.64 | $5.70 | $50.79 | $-486 | $-44 |
| 2023 | $6,459,521 | $534,348 | $2,339,474 | $1,027,156 | $11.58 | $47.60 | $-2,423 | $-264 |
| 2022 | $4,541,890 | $-27,899,503 | $1,977,580 | $-1,451,048 | $46.33 | $101.40 | $-248 | $-331 |
| 2021 | $2,793,688 | $36,054,196 | $1,414,433 | $4,135,724 | $197.26 | $214.49 | $-1,387 | $-258 |
| (1) | The following individuals are our other NEOs for each fiscal year: |
| Fiscal Year | CEO(s) | Non-CEO NEOs |
| 2024 | David Klein | Judy Hong and Christelle Gedeon |
| 2023 | David Klein | Judy Hong, Christelle Gedeon, and Julious Grant(1) |
| 2022 | David Klein | Judy Hong, Julious Grant, Michael Lee(2), Rade Kovacevic(3), and Phillip Shaer(4) |
| 2021 | David Klein | Julious Grant, Michael Lee, Rade Kovacevic, and Phillip Shaer |
| (1) | Julious Grant’s engagement with the Company was terminated effective December 16, 2022. |
| (2) | Michael Lee stepped down from his role as an executive officer of the Company effective November 18, 2021. |
| (3) | Rade Kovacevic stepped down from his role as an executive officer of the Company effective November 18, 2021. |
| (4) | Phillip Shaer resigned effective October 1, 2021. |
| (2) | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: |
| 2021 | 2022 | 2023 | 2024 |
|---|
| Adjustments1 | Mr. Klein | Average non- CEO NEOs | Mr. Klein | Average non- CEO NEOs | Mr. Klein | Average non- CEO NEOs | Mr. Klein | Average non- CEO NEOs |
|---|
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year (“FY”) | $0 | $(627,166) | $(3,467,190) | $(1,083,663) | $(4,702,260) | $(1,510,820) | $(4,606,640) | $(1,125,326) |
|---|
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $0 | $817,631 | $578,926 | $96,030 | $1,787,971 | $387,207 | $9,410,250 | $2,312,397 |
|---|
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $21,093,560 | $1,540,464 | $(27,451,477) | $(357,364) | $(2,355,067) | $(45,368) | $(842,525) | $(219,638) |
|---|
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $12,166,947 | $990,361 | $(2,101,652) | $(807,142) | $(655,817) | $5,999 | $(273,748) | $(80,324) |
|---|
| Deduction of ASC 718 Fair Value of Awards Granted during any Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $0 | $(1,276,489) | $0 | $(149,335) | $(79,081) | $(18,837) |
|---|
| TOTAL ADJUSTMENTS | $33,260,508 | $2,721,291 | $(32,441,393) | $(3,428,628) | $(5,925,173) | $(1,312,318) | $3,608,256 | $868,273 |
|---|
1 All adjustments and valuations are based on US$-equivalent values from C$ at date of valuation throughout Compensation Actually Paid calculations using the applicable conversion rate published by Bloomberg.
| (3) | TSR is cumulative for the measurement periods beginning on March 31, 2020 and ending on March 31 of each of 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Previous year disclosure referenced S&P / TSX Cannabis Index which was discontinued in 2023. Table has been updated to reflect Horizons Marijuana Life Sciences, which is the same index used in our performance graph in the Company’s Annual Reports on Form 10-K for the year ended March 31, 2024. |
| (4) | Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated as the reported net loss, adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense; depreciation and amortization expense; asset impairment and restructuring costs; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition-related costs. Refer to Annex A for a reconciliation to the most directly comparable GAAP financial measure. |
