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Pay vs Performance Disclosure - USD ($)
3 Months Ended 4 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended
Mar. 20, 2022
Dec. 31, 2020
Sep. 08, 2020
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]              
Pay vs Performance [Table Text Block]        
PAY VERSUS PERFORMANCE

In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our CEOs and Non-CEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. More information on the Company’s compensation program and decisions for the 2022 performance year can be found in the CD&A.
 
Michael Gorenstein
Kurt Schmidt
 
 
Value of Initial Fixed $100
Investment on 12/31/2019
based on:
Company
Financial Measures
 
Summary
Compensation
Table (SCT)
Total for
CEO(1)
Compensation
Actually Paid
(CAP) to
CEO(1)(2)
SCT Total
for Former
CEO(1)
CAP
to
Former
CEO(1)(2)
Average
SCT
Total for
Non-CEO
NEOs(3)
Average
CAP
to
Non-CEO
NEOs(2)(3)
Company
Total
Shareholder
Return(4)
Peer Group
Total
Shareholder
Return(4)
Net
Income
(Loss)
(millions)
Adjusted EBITDA
(millions)(5)
2022
$16,493,280
$12,995,516
$727,990
$(1,573,160)
$1,166,928
$612,594
$33.11
$19.54
$(168.7)
($80.6)
2021
N/A
N/A
$2,495,028
$(4,407,520)
$1,378,673
$676,983
$51.10
$46.33
$(396.1)
($160.5
2020
$1,084,540
$(1,768,145)
$10,115,216
$12,834,616
$718,361
$649,972
$90.48
$94.83
$(73.1)
($147.3)

(1)
Kurt Schmidt was our CEO from September 9, 2020 until his retirement as our President and CEO on March 21, 2022. On March 21, 2022, the Company appointed Michael Gorenstein as President and CEO. Mr. Gorenstein previously served as our CEO for the portion of 2020 prior to Mr. Schmidt’s appointment.
(2)
“Compensation actually paid” reflects the Summary Compensation Table Total with certain exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. In order to calculate the “compensation actually paid”, we have subtracted the following amounts from the value in the “2022 Summary Compensation Tables” totals, which reflect the grant date fair value for performance and time vesting Restricted Share Units granted in the indicated year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures.
Michael
Gorenstein
Grant Date Fair Value of
Equity Awards Granted
in Fiscal Year
Kurt
Schmidt
Grant Date
Fair Value of
Equity Awards
Granted in
Fiscal Year
Non-CEO
NEO Average
Grant Date Fair Value
of Equity Awards
Granted in Fiscal Year
Fair Value of
Equity
Awards
Granted in
Prior Fiscal
Year and Forfeited
in Current
Fiscal Year
2022
$13,656,406
2022
2022
$402,953
$116,810
2021
N/A
2021
$1,300,000
2021
$968,680
2020
2020
$9,725,600
2020
$259,331
In order to calculate the “compensation actually paid”, we have added the following amounts, which reflect the change in fair value for performance and time vesting Restricted Share Units and Stock Options, as applicable, in each case computed in accordance with FASB ASC Topic 718.
Michael
Gorenstein
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards
granted
in year
that
vested
during
the year
Kurt
Schmidt
Fair
value of
awards
granted
in year
and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
Non-CEO
NEO
Average
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
2022
$9,605,990
$552,652
2022
2022
$190,426
$19,520
2021
N/A
N/A
2021
$487,652
2021
$334,932
$38,850
2020
2020
$12,445,000
2020
$315,558
Michael
Gorenstein
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards
granted in
prior year
that vested
during
current year
Kurt
Schmidt
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards granted
in prior year
that vested
during
current year
Non-
CEO
NEO
Average
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting
of awards
granted
in prior year
that vested
during
current year
2022
2022
$(22,665)
$(2,278,485)
2022
$(18,642)
$(225,875)
2021
N/A
N/A
2021
$(5,695,000)
$(395,200)
2021
$(113,636)
$6,844
2020
$(1,924,493)
$(928,192)
2020
2020
$(73,337)
$(51,279)
(3)
The NEOs included for purposes of determining the average compensation for our Non-CEO NEOs each year, are as follows:
NEOs
2022
James Holm, Robert Madore, Anna Shlimak, Jeffrey Jacobson, and Ran Gorelik
2021
Robert Madore, Jerry Barbato, Xiuming Shum, Anna Shlimak, Shannon Buggy, and Ran Gorelik
2020
Jerry Barbato, Xiuming Shum, Todd Abraham, and Anna Shlimak
(4)
The peer group includes Aurora Cannabis Inc., Canopy Growth Corporation, Green Thumb Industries, Inc., HEXO Corporation, Organigram Holdings Inc., Tilray Inc., and Trulieve Cannabis Corp., which is the peer group used for purposes of our performance graph disclosure in our Annual Report on Form 10-K for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and for the peer group, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to “compensation actually paid” to our CEOs and Non-CEO NEOs in 2022, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is a non- GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B.
   
Company Selected Measure Name         Adjusted EBITDA    
Named Executive Officers, Footnote [Text Block]        
(3)
The NEOs included for purposes of determining the average compensation for our Non-CEO NEOs each year, are as follows:
NEOs
2022
James Holm, Robert Madore, Anna Shlimak, Jeffrey Jacobson, and Ran Gorelik
2021
Robert Madore, Jerry Barbato, Xiuming Shum, Anna Shlimak, Shannon Buggy, and Ran Gorelik
2020
Jerry Barbato, Xiuming Shum, Todd Abraham, and Anna Shlimak
   
Peer Group Issuers, Footnote [Text Block]        
(4)
The peer group includes Aurora Cannabis Inc., Canopy Growth Corporation, Green Thumb Industries, Inc., HEXO Corporation, Organigram Holdings Inc., Tilray Inc., and Trulieve Cannabis Corp., which is the peer group used for purposes of our performance graph disclosure in our Annual Report on Form 10-K for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and for the peer group, respectively. Historical stock performance is not necessarily indicative of future stock performance.
   
Adjustment To PEO Compensation, Footnote [Text Block]        
(2)
“Compensation actually paid” reflects the Summary Compensation Table Total with certain exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. In order to calculate the “compensation actually paid”, we have subtracted the following amounts from the value in the “2022 Summary Compensation Tables” totals, which reflect the grant date fair value for performance and time vesting Restricted Share Units granted in the indicated year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures.
Michael
Gorenstein
Grant Date Fair Value of
Equity Awards Granted
in Fiscal Year
Kurt
Schmidt
Grant Date
Fair Value of
Equity Awards
Granted in
Fiscal Year
Non-CEO
NEO Average
Grant Date Fair Value
of Equity Awards
Granted in Fiscal Year
Fair Value of
Equity
Awards
Granted in
Prior Fiscal
Year and Forfeited
in Current
Fiscal Year
2022
$13,656,406
2022
2022
$402,953
$116,810
2021
N/A
2021
$1,300,000
2021
$968,680
2020
2020
$9,725,600
2020
$259,331
In order to calculate the “compensation actually paid”, we have added the following amounts, which reflect the change in fair value for performance and time vesting Restricted Share Units and Stock Options, as applicable, in each case computed in accordance with FASB ASC Topic 718.
Michael
Gorenstein
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards
granted
in year
that
vested
during
the year
Kurt
Schmidt
Fair
value of
awards
granted
in year
and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
Non-CEO
NEO
Average
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
2022
$9,605,990
$552,652
2022
2022
$190,426
$19,520
2021
N/A
N/A
2021
$487,652
2021
$334,932
$38,850
2020
2020
$12,445,000
2020
$315,558
Michael
Gorenstein
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards
granted in
prior year
that vested
during
current year
Kurt
Schmidt
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards granted
in prior year
that vested
during
current year
Non-
CEO
NEO
Average
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting
of awards
granted
in prior year
that vested
during
current year
2022
2022
$(22,665)
$(2,278,485)
2022
$(18,642)
$(225,875)
2021
N/A
N/A
2021
$(5,695,000)
$(395,200)
2021
$(113,636)
$6,844
2020
$(1,924,493)
$(928,192)
2020
2020
$(73,337)
$(51,279)
   
Non-PEO NEO Average Total Compensation Amount         $ 1,166,928 $ 1,378,673 $ 718,361
Non-PEO NEO Average Compensation Actually Paid Amount         $ 612,594 676,983 649,972
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]        
(2)
“Compensation actually paid” reflects the Summary Compensation Table Total with certain exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs in accordance with Item 402(v) of Regulation S-K as set forth below. In order to calculate the “compensation actually paid”, we have subtracted the following amounts from the value in the “2022 Summary Compensation Tables” totals, which reflect the grant date fair value for performance and time vesting Restricted Share Units granted in the indicated year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures.
Michael
Gorenstein
Grant Date Fair Value of
Equity Awards Granted
in Fiscal Year
Kurt
Schmidt
Grant Date
Fair Value of
Equity Awards
Granted in
Fiscal Year
Non-CEO
NEO Average
Grant Date Fair Value
of Equity Awards
Granted in Fiscal Year
Fair Value of
Equity
Awards
Granted in
Prior Fiscal
Year and Forfeited
in Current
Fiscal Year
2022
$13,656,406
2022
2022
$402,953
$116,810
2021
N/A
2021
$1,300,000
2021
$968,680
2020
2020
$9,725,600
2020
$259,331
In order to calculate the “compensation actually paid”, we have added the following amounts, which reflect the change in fair value for performance and time vesting Restricted Share Units and Stock Options, as applicable, in each case computed in accordance with FASB ASC Topic 718.
Michael
Gorenstein
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards
granted
in year
that
vested
during
the year
Kurt
Schmidt
Fair
value of
awards
granted
in year
and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
Non-CEO
NEO
Average
Fair value
of awards
granted in
year and
unvested
at end of
year
Fair value
at vesting of
awards granted
in year that
vested during
the year
2022
$9,605,990
$552,652
2022
2022
$190,426
$19,520
2021
N/A
N/A
2021
$487,652
2021
$334,932
$38,850
2020
2020
$12,445,000
2020
$315,558
Michael
Gorenstein
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards
granted in
prior year
that vested
during
current year
Kurt
Schmidt
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting of
awards granted
in prior year
that vested
during
current year
Non-
CEO
NEO
Average
Change in
fair value
of awards
granted in
prior year
through
end of year
or vesting
date
Change in
fair value
at vesting
of awards
granted
in prior year
that vested
during
current year
2022
2022
$(22,665)
$(2,278,485)
2022
$(18,642)
$(225,875)
2021
N/A
N/A
2021
$(5,695,000)
$(395,200)
2021
$(113,636)
$6,844
2020
$(1,924,493)
$(928,192)
2020
2020
$(73,337)
$(51,279)
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]        
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between “compensation actually paid” to our CEOs, the average of “compensation actually paid” to our Non-CEO NEOs, and the Company’s cumulative TSR and the peer group’s cumulative TSR over the three most recently completed fiscal years.
graphic
   
Compensation Actually Paid vs. Net Income [Text Block]        
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income (Loss)
The following chart sets forth the relationship between “compensation actually paid” to our CEOs, the average of “compensation actually paid” to our Non-CEO NEOs, and our net income (loss) during the three most recently completed fiscal years.
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]        
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between “compensation actually paid” to our CEOs, the average of “compensation actually paid” to our Non-CEO NEOs, and Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B.
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]        
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between “compensation actually paid” to our CEOs, the average of “compensation actually paid” to our Non-CEO NEOs, and the Company’s cumulative TSR and the peer group’s cumulative TSR over the three most recently completed fiscal years.
graphic
   
Tabular List [Table Text Block]        
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking “compensation actually paid” to our CEOs and non-CEO NEOs for 2022 to Company performance. The measures in this table are not ranked.
Most Important Performance
Measures
 
Net revenue
 
Adjusted EBITDA
 
As described in the above CD&A section, the Compensation Committee believes that net revenue and Adjusted EBITDA are the most important goals in its executive compensation program linking pay to performance, with each measure receiving equal weight. The Compensation Committee does not use any other financial performance metrics besides net revenue and Adjusted EBITDA when assessing pay and performance.
   
Total Shareholder Return Amount         $ 33.11 51.1 90.48
Peer Group Total Shareholder Return Amount         19.54 46.33 94.83
Net Income (Loss)         $ (168,700,000) $ (396,100,000) $ (73,100,000)
Company Selected Measure Amount         (80,600,000) (160,500,000) (147,300,000)
PEO Name Kurt Schmidt Kurt Schmidt Michael Gorenstein Michael Gorenstein   Kurt Schmidt  
Measure [Axis]: 1              
Pay vs Performance Disclosure [Table]              
Measure Name         Net revenue    
Measure [Axis]: 2              
Pay vs Performance Disclosure [Table]              
Measure Name         Adjusted EBITDA    
Non-GAAP Measure Description [Text Block]        
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to “compensation actually paid” to our CEOs and Non-CEO NEOs in 2022, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is a non- GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss) is included in Appendix B.
   
Michael Gorenstein [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount         $ 16,493,280   $ 1,084,540
PEO Actually Paid Compensation Amount         12,995,516   (1,768,145)
Kurt Schmidt [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount         727,990 $ 2,495,028 10,115,216
PEO Actually Paid Compensation Amount         (1,573,160) (4,407,520) 12,834,616
PEO [Member] | Michael Gorenstein [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         13,656,406   0
PEO [Member] | Michael Gorenstein [Member] | Fair Value of Awards Granted in Year and Unvested at End of Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         9,605,990   0
PEO [Member] | Michael Gorenstein [Member] | Fair Value at Vesting of Awards Granted in Year that Vested During the Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         552,652   0
PEO [Member] | Michael Gorenstein [Member] | Change in Fair Value of Awards Granted in Prior Year Through End of Year or Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0   (1,924,493)
PEO [Member] | Michael Gorenstein [Member] | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0   (928,192)
PEO [Member] | Kurt Schmidt [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0 1,300,000 9,725,600
PEO [Member] | Kurt Schmidt [Member] | Fair Value of Awards Granted in Year and Unvested at End of Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0 487,652 12,445,000
PEO [Member] | Kurt Schmidt [Member] | Fair Value at Vesting of Awards Granted in Year that Vested During the Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0 0 0
PEO [Member] | Kurt Schmidt [Member] | Change in Fair Value of Awards Granted in Prior Year Through End of Year or Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         (22,665) (5,695,000) 0
PEO [Member] | Kurt Schmidt [Member] | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         (2,278,485) (395,200) 0
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         402,953 968,680 259,331
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted in Prior Fiscal Year and Forfeited in Current Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         116,810 0 0
Non-PEO NEO [Member] | Fair Value of Awards Granted in Year and Unvested at End of Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         190,426 334,932 315,558
Non-PEO NEO [Member] | Fair Value at Vesting of Awards Granted in Year that Vested During the Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         19,520 38,850 0
Non-PEO NEO [Member] | Change in Fair Value of Awards Granted in Prior Year Through End of Year or Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         (18,642) (113,636) (73,337)
Non-PEO NEO [Member] | Change in Fair Value at Vesting of Awards Granted in Prior Year that Vested During Current Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         $ (225,875) $ 6,844 $ (51,279)