CEO Irwin Simon was paid $22,157,305 in fiscal year 2026, ↑ up 115.2% from fiscal year 2025, the 75th percentile of its disclosed peer group (SEC filing 0001140361-26-037827 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$22,157,305 ↑ Irwin Simon total, FY2026 | 75th CEO pay percentile vs peers | 528:1 CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Irwin Simon | $2,057,580 | $950,000 | $18,816,501 | $0 | $0 | $0 | $333,224 | $22,157,305 |
| President, Chief Executive Officer and Chairman of the Board | ||||||||
| Denise Faltischek | 642,735 | 130,000 | 3,059,122 | 0 | 0 | 0 | 41,128 | 3,872,985 |
| Chief Strategy Officer and Head of M&A | ||||||||
| Mitchell Gendel | 599,886 | 160,000 | 2,727,471 | 0 | 0 | 0 | 32,297 | 3,519,654 |
| Global General Counsel and Corporate Secretary | ||||||||
| Carl Merton | 411,656 | 160,000 | 2,645,268 | 0 | 0 | 0 | 21,297 | 3,238,221 |
| Chief Financial Officer | ||||||||
| Roger Savell | 562,316 | 105,000 | 2,363,875 | 0 | 0 | 0 | 39,485 | 3,070,676 |
| Chief Administrative Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Irwin Simon | $22,157,305 | $10,295,612 | $10,142,971 | ↑ +11,861,693 |
| Denise Faltischek | 3,872,985 | 2,355,111 | 2,317,082 | ↑ +1,517,874 |
| Mitchell Gendel | 3,519,654 | 2,182,959 | 2,144,466 | ↑ +1,336,695 |
| Carl Merton | 3,238,221 | 1,628,800 | 1,652,999 | ↑ +1,609,421 |
| Roger Savell | 3,070,676 | 1,789,926 | 2,132,670 | ↑ +1,280,750 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses TLRY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TLRY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Denise Faltischek | PSU | 2025-07-29 | — | 187,371 | — | 187,371 | $1,086,750 |
| Mitchell Gendel | PSU | 2025-07-29 | — | 174,880 | — | 174,880 | 1,014,300 |
| Carl Merton | PSU | 2025-07-29 | — | 120,834 | — | 120,834 | 700,837 |
| Roger Savell | PSU | 2025-07-29 | — | 163,957 | — | 163,957 | 950,775 |
| Irwin Simon | PSU | 2025-07-29 | — | 856,897 | — | 856,897 | 4,970,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Denise Faltischek | $0 | $1,086,750 | $0 | 100.0% |
| Mitchell Gendel | 0 | 1,014,300 | 0 | 100.0% |
| Carl Merton | 0 | 700,837 | 0 | 100.0% |
| Roger Savell | 0 | 950,775 | 0 | 100.0% |
| Irwin Simon | 0 | 4,970,000 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Carl Merton | RSU | 120,834 | — | $665,795 |
| Denise Faltischek | RSU | 187,371 | — | 1,032,414 |
| Roger Savell | RSU | 22,855 | — | 125,931 |
| Carl Merton | RSU | 16,656 | — | 91,775 |
| Irwin Simon | RSU | 856,897 | — | 4,721,502 |
| Mitchell Gendel | RSU | 174,880 | — | 963,589 |
| Roger Savell | RSU | 163,957 | — | 903,403 |
| Irwin Simon | RSU | 117,647 | — | 648,235 |
| Denise Faltischek | RSU | 26,120 | — | 143,921 |
| Mitchell Gendel | RSU | 24,379 | — | 134,328 |
The Company's compensation philosophy is designed to attract and retain talented executives by providing competitive total compensation packages that align management's interests with those of stockholders. The program emphasizes performance-based equity awards with both time and performance-based vesting conditions to ensure alignment with shareholder interests and the retention of key employees.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Korn Ferry |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
| Ratio (CEO : median employee) | 528 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $41,935 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Renah PersofskyIndependent · Lead Independent Director · Compensation · Nominating and Corporate Governance (Chair) | $250,000 | $250,000 | — | — | — | $500,000 |
| John M. HerhaltIndependent · Audit (Chair) | 160,000 | 250,000 | — | — | — | 410,000 |
| Thomas LooneyIndependent · Audit · Compensation (Chair) | 160,000 | 250,000 | — | — | — | 410,000 |
| Steven CohenIndependent · Audit · Nominating and Corporate Governance | 140,000 | 250,000 | — | — | — | 390,000 |
| David F. ClanachanIndependent · Nominating and Corporate Governance | 140,000 | 250,000 | — | — | — | 390,000 |
| David HopkinsonIndependent · Audit · Compensation | 140,000 | 250,000 | — | — | — | 390,000 |
| Irwin D. SimonEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $140,000 |
|---|---|
| Annual equity retainer | $250,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 20,000 / 20,000 |
| Stock ownership guideline | $2 |
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $990,000 |
| Equity awards (grant-date value) | $1,500,000 |
| All other compensation | $0 |
| Total cost of the board | $2,490,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Tilray Brands, Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Tilray Brands, Inc..
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Incyte Corporation | 2025 | William Meury | $647,260 | $27,509,657 | $2,573,998 | $1,300,000 | $32,085,952 |
| 2 | DocuSign, Inc. | 2026 | Allan Thygesen | 1,000,000 | 23,600,136 | 0 | 1,019,000 | 25,650,100 |
| 3 | Tilray Brands, Inc. | 2026 | Irwin Simon | 2,057,580 | 18,816,501 | 0 | 0 | 22,157,305 |
| 4 | Etsy, Inc. | 2025 | Josh Silverman | 690,137 | 15,814,539 | 737,591 | 729,120 | 18,072,322 |
| 5 | Constellation Brands, Inc. | 2026 | William Newlands | 1,449,038 | 10,767,749 | 0 | 1,564,382 | 14,209,126 |
| 6 | Neurocrine Biosciences, Inc. | 2025 | Kyle Gano | 920,000 | 5,750,023 | 5,750,006 | 0 | 13,448,935 |
| 7 | Unity Software Inc. | 2025 | Matthew Bromberg | 850,034 | 8,784,631 | 0 | 904,400 | 10,574,243 |
| 8 | The Simply Good Food Co. | 2025 | Geoff Tanner | 816,667 | 2,747,758 | 0 | 748,000 | 4,330,633 |
| 9 | The Boston Beer Company, Inc. | 2025 | C. James Koch | 0 | 0 | 0 | 0 | 5,695 |
| — | Canopy Growth Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Trulieve Cannabis Corp. | — | — | — | — | — | — | not in coverage universe |
| — | Green Thumb Industries, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Curaleaf Holdings, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Tilray Brands, Inc. | not disclosed | not disclosed | not disclosed | Korn Ferry |
| Canopy Growth Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Constellation Brands, Inc. | 54% | RSU 50 · PSU 50 | Yes — Relative TSR | FW Cook |
| Curaleaf Holdings, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| DocuSign, Inc. | 101.9% | PSU 60 · RSU 40 | Yes — TSR | Compensia |
| Etsy, Inc. | 87% | PSU 50 · RSU 50 | Yes — Relative TSR | Compensia, Inc. |
| Green Thumb Industries, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Incyte Corporation | 138.6% | Performance Shares 60 · RSU 40 | Yes — relative total shareholder return (TSR) | Aon |
| Neurocrine Biosciences, Inc. | 105% | Options 50 · PSU 30 · RSU 20 | No | Frederic W. Cook & Co., Inc. |
| The Boston Beer Company, Inc. | 90% | RSU 50 · PSU 50 | No | Frederic W. Cook & Co., Inc. |
| The Simply Good Food Co. | not disclosed | not disclosed | not disclosed | Mercer |
| Trulieve Cannabis Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Unity Software Inc. | 106% | RSU 75 · PSU 25 | No | Semler Brossy |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Irwin Simon | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation”. As printed: 22,157,305. Filing ↗machine: r2 · c25 · span 724334–724344 |
| 2 | Section 01, Denise Faltischek | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation”. As printed: 3,872,985. Filing ↗machine: r8 · c25 · span 751326–751335 |
| 3 | Section 01, Mitchell Gendel | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation”. As printed: 3,519,654. Filing ↗machine: r11 · c25 · span 765326–765335 |
| 4 | Section 01, Carl Merton | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation”. As printed: 3,238,221. Filing ↗machine: r5 · c25 · span 737949–737958 |
| 5 | Section 01, Roger Savell | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation”. As printed: 3,070,676. Filing ↗machine: r14 · c25 · span 778661–778670 |
| 6 | Section 03, Denise Faltischek PSU | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 860900–860910 |
| 7 | Section 03, Mitchell Gendel PSU | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 869730–869740 |
| 8 | Section 03, Carl Merton PSU | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Roger Savell PSU | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 03, Irwin Simon PSU | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 844142–844152 |
| 11 | Section 07, pay ratio | DEF 14A | 2026-09-28 | 0001140361-26-037827 | Section “CEO Pay Ratio”. As printed: 528 : 1. Filing ↗machine: span 1043315–1043318 |
| 12 | Section 08, Renah Persofsky | DEF 14A | — | — | Section “Director Compensation”. As printed: 500,000. |
| 13 | Section 08, John M. Herhalt | DEF 14A | — | — | Section “Director Compensation”. As printed: 410,000. |
| 14 | Section 08, Thomas Looney | DEF 14A | — | — | Section “Director Compensation”. As printed: 410,000. |
| 15 | Section 08, Steven Cohen | DEF 14A | — | — | Section “Director Compensation”. As printed: 390,000. |
| 16 | Section 08, David F. Clanachan | DEF 14A | — | — | Section “Director Compensation”. As printed: 390,000. |
| 17 | Section 08, David Hopkinson | DEF 14A | — | — | Section “Director Compensation”. As printed: 390,000. |
| 18 | Section 08, Irwin D. Simon | DEF 14A | — | — | Section “Director Compensation”. As printed: 0. |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 21 | Section 09b board cost (computed) | Computed | — | — | Cash 990,000 + equity 1,500,000 + all other 0 = 2,490,000, summed across the director compensation table rows.machine: formula: Σ = 2,490,000 |
| 22 | Incyte Corporation, Section 10b CEO total | DEF 14A | 2026-04-28 | 0000879169-26-000031 | CEO total compensation as printed in Incyte Corporation's own proxy. As printed: 32,085,952. Filing ↗machine: t91 · r2 · c16 · span 637817–637827 |
| 23 | DocuSign, Inc., Section 10b CEO total | DEF 14A | 2026-04-16 | 0001261333-26-000043 | CEO total compensation as printed in DocuSign, Inc.'s own proxy. As printed: 25,650,100. Filing ↗machine: r3 · c21 · span 792273–792283 |
| 24 | Tilray Brands, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-09-28 | 0001140361-26-037827 | CEO total compensation as printed in Tilray Brands, Inc.'s own proxy. As printed: 22,157,305. Filing ↗machine: r2 · c25 · span 724334–724344 |
| 25 | Etsy, Inc., Section 10b CEO total | DEF 14A | 2026-04-17 | 0001370637-26-000026 | CEO total compensation as printed in Etsy, Inc.'s own proxy. As printed: 18,072,322. Filing ↗machine: r2 · c24 · span 1152296–1152306 |
| 26 | Constellation Brands, Inc., Section 10b CEO total | DEF 14A | 2026-06-08 | 0000016918-26-000023 | CEO total compensation as printed in Constellation Brands, Inc.'s own proxy. As printed: 14,209,126. Filing ↗machine: r2 · c24 · span 851965–851976 |
| 27 | Neurocrine Biosciences, Inc., Section 10b CEO total | DEF 14A | 2026-04-15 | 0000914475-26-000015 | CEO total compensation as printed in Neurocrine Biosciences, Inc.'s own proxy. As printed: 13,448,935. Filing ↗machine: t50 · r4 · c7 · span 847947–847957 |
| 28 | Unity Software Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001810806-26-000021 | CEO total compensation as printed in Unity Software Inc.'s own proxy. As printed: 10,574,243. Filing ↗machine: r3 · c8 · span 1601836–1601846 |
| 29 | The Simply Good Food Co., Section 10b CEO total | DEF 14A | 2025-12-17 | 0001104659-25-121934 | CEO total compensation as printed in The Simply Good Food Co.'s own proxy. As printed: 4,330,633. Filing ↗machine: r1 · c48 · span 952887–952896 |
| 30 | The Boston Beer Company, Inc., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001308179-26-000249 | CEO total compensation as printed in The Boston Beer Company, Inc.'s own proxy. As printed: 5,695. Filing ↗machine: span 464098–464103 |
| 31 | Section 10a, The Simply Good Food Co. reciprocity | DEF 14A | — | 0001104659-25-121934 | The Simply Good Food Co.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
| 32 | Section 10a, Etsy, Inc. reciprocity | DEF 14A | — | 0001370637-26-000026 | Etsy, Inc.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
| 33 | Section 10a, DocuSign, Inc. reciprocity | DEF 14A | — | 0001261333-26-000043 | DocuSign, Inc.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
| 34 | Section 10a, The Boston Beer Company, Inc. reciprocity | DEF 14A | — | 0001308179-26-000249 | The Boston Beer Company, Inc. names Tilray Brands, Inc. in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 35 | Section 10a, Neurocrine Biosciences, Inc. reciprocity | DEF 14A | — | 0000914475-26-000015 | Neurocrine Biosciences, Inc.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
| 36 | Section 10a, Unity Software Inc. reciprocity | DEF 14A | — | 0001810806-26-000021 | Unity Software Inc.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
| 37 | Section 10a, Constellation Brands, Inc. reciprocity | DEF 14A | — | 0000016918-26-000023 | Constellation Brands, Inc.'s most recent proxy was read; its disclosed peer group does not include Tilray Brands, Inc.. Filing ↗ |
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