{"url_path":"/sec/cgc/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1737927/0001193125-26-270260-index.html","accession_number":"0001193125-26-270260","cik":"0001737927","ticker":"CGC","issuer_name":"Canopy Growth Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1737927/0001193125-26-270260-index.html","primary_entity_key":"0001737927","primary_entity_name":"Canopy Growth Corp"},"word_count":11703,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nThroughout this Compensation Discussion and Analysis (“CD&A”), we describe our executive compensation philosophy, program, and the compensation decisions made in Fiscal 2026 for our named executive officers (“NEOs”), as defined under applicable SEC rules and Canadian National Instrument 51-102 – Continuous Disclosure Obligations. This disclosure should be read in conjunction with the Summary Compensation Table and the related executive compensation disclosures included in this Comprehensive Form 10-K.\n\nOur executive compensation program is designed to align pay outcomes with Company performance, reinforce accountability, and support the attraction and retention of experienced leadership.\n\nFor Fiscal 2026, the Company’s NEOs consist of the following individuals:\n\nName\n\nTitle\n\nLuc Mongeau\n\nChief Executive Officer\n\nThomas Stewart(1)\n\nChief Financial Officer\n\nChristelle Gedeon\n\nChief Business Development & Corporate Affairs Officer\n\nJudy Hong(2)\n\nFormer Chief Financial Officer\n\n(1) Mr. Stewart was appointed interim CFO effective July 9, 2025 and was subsequently appointed CFO effective September 17, 2025.\n\n(2) Ms. Hong served as CFO until July 9, 2025.\n\nFiscal 2026 Performance Highlights\n\nFiscal 2026 represented a pivotal year for Canopy Growth, marked by a reset of the Company’s cost base and structure, the strengthening of its balance sheet, and an acquisition which is expected to expand the Company’s market presence and address the demand for additional high quality flower.\n\nHighlights for Fiscal 2026 include:\n\nStrategic Recapitalization and Strengthened Financial Performance\n\n•\nThe Company recapitalized its balance sheet with a new US$150 million term loan and extended the maturity dates of all outstanding indebtedness to January 2031 at the earliest. The Company raised $374 million of equity in Fiscal 2026 and ended the year with net cash of $131 million, compared to net debt of $173 million at the end of Fiscal 2025. The strengthened financial position increases strategic flexibility while reducing risk and uncertainty.\n\n•\nThe Company returned to growth in Fiscal 2026, reporting a net revenue increase of 6% for the year led by strong performance in the Canadian medical and adult-use businesses.\n\n•\nCost reduction efforts enabled the Company to capture over $29 million in annualized savings since March 1, 2025, exceeding its original $20 million target announced in the fourth quarter of Fiscal 2025.\n\n199\n\n \n\nAcquisition of MTL Established Canopy Growth as Canada’s Leading Medical Cannabis Business\n\n•\nThe Company completed the acquisition of MTL Cannabis Corp. (“MTL”), in March 2026 in a transaction valued at approximately $125 million on a fully-diluted equity basis and approximately $179 million on an enterprise value basis.\n\n•\nThe acquisition established the combined company as the leading medical cannabis provider in Canada by revenue, combining MTL’s patient network, Canada House clinics, and Abba Medix online medical channel with the Company’s existing Spectrum Therapeutics platform.\n\n•\nThe transaction added two Québec cultivation facilities to the Company’s footprint, expanding its operational, brand, and product presence in Québec, Canada's second-largest cannabis market. MTL is known for its cultivation expertise and high quality flower, and the additional production capacity is expected to support the Company’s growth strategy both in Canada and internationally.\n\n•\nThe Company expects the transaction to realize approximately $10 million in annualized run-rate cost synergies within 18 months, driven primarily by anticipated operating efficiencies and corporate integration.\n\nGrowth in Global Medical Cannabis\n\n•\nCanada medical cannabis net revenue increased 16% in Fiscal 2026, driven by the addition of new patients.\n\n•\nThe Company launched Spectrum Reserve, a new premium medical cannabis brand featuring flower selected for size, potency, and terpene levels through rigorous in-house standards during cultivation and post-harvest processing.\n\n•\nIn Australia, the Company introduced its Canadian-grown 7ACRES brand, expanding its medical cannabis offering with two high-THC sativa strains, Ultra Jack and Jack Frost. The Company further expanded its Spectrum Therapeutics portfolio in Australia with new softgel capsules in CBD, THC, and balanced formats.\n\n•\nDuring Fiscal 2026, the Company took action to strengthen supply chain execution in its European medical cannabis business in response to supply constraints that affected international markets cannabis revenue. The acquisition of MTL is expected to further bolster high-quality flower supply to support continued growth in the European medical cannabis market.\n\nCanadian Adult-Use Growth\n\n•\nCanadian adult-use cannabis net revenue increased 21% in Fiscal 2026, successfully returning to growth after a decline in the previous year.\n\n•\nGrowth was driven by a series of product innovations targeting Canada’s fastest-growing adult-use categories, including vapes, high-THC flower, pre-rolls, and edibles, anchored by the Company’s flagship Tweed and 7ACRES brands and supplemented by Claybourne and the re-entry of Deep Space into the edibles category. In March 2026, the Company introduced DeeLish, a new cannabis brand featuring 27%–33% THC flower and 26%–32% THC pre-rolls across rotating genetics.\n\nContinued Leadership in Vaporization via Storz & Bickel\n\n•\nStorz & Bickel launched the new VEAZY™ vaporizer, expanding the brand’s portable vaporizer portfolio while reinforcing its strategy around affordability and portability.\n\n•\nStorz & Bickel announced an executive transition in March 2026, with David Männer appointed Managing Director, succeeding co-founder Jürgen Bickel following 25 years of leadership. The leadership team began implementing a new strategy designed to accelerate product development and strengthen sales and market execution while maintaining cost discipline.\n\nObjectives and General Principles of the Compensation Program\n\nThe Company’s compensation philosophy is based on attracting, retaining and motivating employees with incentives aligned with corporate strategic objectives and the interests of Shareholders, while effectively managing risk and broader stakeholder\n\n200\n\n \n\nconsiderations. The Company believes that an effective compensation program, founded on the following principles, is key to building long-term shareholder value:\n\nAttracting, Retaining and Motivating Talent in Key Markets\n\n \n\nAlignment with Corporate Strategic Objectives\n\n \n\nAlignment with Shareholders’ Interests\n\n \n\nEffective Risk Management\n\nTotal compensation, inclusive of base, short-term, and long-term incentives, are benchmarked against talent in markets in which the Company competes for talent, both inside and outside the Company’s industry. The approach seeks to ensure that the Company’s talent acquisition efforts remain in line with market standard and practice while the sector seeks to balance unique interplay of the sector being a high-growth sector but maturing in certain markets where the sector is experiencing significant market changes.\n\nAwards are linked to the Company’s short-term and long-term strategic objectives, and pay programs are aligned with our pay-for-performance philosophy.\n\nA significant component of total compensation consists of equity-based compensation that is “at risk”, where executives are rewarded for contributing to a higher return on Shareholders’ investment and are equally negatively impacted by delivering lower Shareholder returns. Together with our minimum Share Ownership Policy, the use of equity-based compensation ensures that employees are material owners of the Company’s equity and are aligned with the interests of Shareholders.\n\nThe compensation structure encourages the Company’s management to take responsible risks and to manage those risks appropriately through the use of a balanced scorecard which rewards employees to balance financial performance and individual achievement. More details regarding risk management can be found within “Executive Compensation Risk Management”.\n\nTarget Pay Positioning\n\nFor NEOs, total target direct compensation is set by reference to the 50th percentile of relevant publicly-traded peers, weighted more heavily towards long-term equity-based compensation. Positioning will depend upon the role, responsibilities, experience, and contributions of each NEO, as well as the comparability to the peer incumbents, which may deviate slightly from the 50th percentile based on informed judgment. Recognizing that the Company is a North American organization with senior executives located in both Canada and the United States, the dual peer group approach (the Canadian Consumer-Focused Group and the U.S. CPG and Pharmaceutical Group) is used for benchmarking and target setting purposes to reflect competitive pay levels in both jurisdictions, as appropriate.\n\nAnnual Oversight of Compensation\n\nRole of the CGCN Committee\n\nThe CGCN Committee is responsible for overseeing executive compensation, including the annual review and approval of NEO compensation. For CEO compensation, the CGCN Committee works with its independent compensation advisor, Mercer, and is supported by the Company’s Senior Vice President of Human Resources (the “SVP HR”), to develop and approve compensation decisions. For all other NEOs and senior officers, the CGCN Committee reviews and approves recommendations provided by the CEO and SVP HR. The CGCN Committee also reviews various aspects of the Company’s compensation programs and makes determinations on changes to incentive plan design, as appropriate. The process and timeline of the CGCN Committee’s annual activities are noted below.\n\nFiscal 2026 Policies & Practices Related to the Grant of Certain Equity Awards\n\nAt its regularly scheduled annual meeting, the CGCN Committee approved equity awards for each individual executive officer, in alignment with their respective employment agreements. In accordance with our Omnibus Incentive Plan, these annual equity awards are issued upon the exit of our fourth quarter financial blackout period, which occurs two trading days after the annual earnings call. The valuations of these awards are calculated based upon the fair market value definition as prescribed in our Omnibus Incentive Plan. The CGCN Committee does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”), and the Company does not time the release of MNPI based upon grant dates of equity. In the event MNPI becomes known to the CGCN Committee before granting an equity award, the CGCN Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.\n\n201\n\n \n\nRole of the Compensation Consultant\n\nThe CGCN Committee continued their engagement of Mercer, to provide independent advice on executive compensation, including the alignment of Canopy Growth’s compensation policies and practices with its executive compensation philosophy and related governance matters. The nature and scope of services provided by Mercer to the CGCN Committee during Fiscal 2026 included the review, support, and advice on:\n\n•\nThe Company’s compensation philosophy\n\n•\nThe review of Canopy Growth’s peer group\n\n•\nCompensation levels for Canopy Growth’s NEOs and other executive roles and the Board\n\n•\nShort-Term Incentive Plan metrics, weightings, and target setting\n\n•\nLong-Term Incentive Plan mix of vehicles and related performance metrics\n\n•\nCompensation disclosure and other governance matters\n\n•\nManagement-prepared materials and recommendations in advance of CGCN Committee meetings\n\n•\nAttendance at CGCN Committee meetings as requested\n\nThe CGCN Committee considers, among other information, the advice provided by Mercer in making its executive compensation decisions; however, it may or may not follow Mercer’s advice in making such decisions.\n\nAny other services, not related to executive or director compensation, and recommendations provided by Mercer or its affiliates to the Company require approval from the Chair of the CGCN Committee. The CGCN Committee has considered the independence of Mercer and has not identified any conflicts of interest regarding their services or employees.\n\nRole of CEO and SVP HR\n\nThe CEO and SVP HR support the CGCN Committee in fulfilling its executive compensation oversight responsibilities. The CEO and SVP HR provide recommendations to the CGCN Committee on compensation decisions for all NEOs and senior executive officers, other than the CEO. The SVP HR also provides information, analysis, and guidance to the CGCN Committee and responds to questions to assist in the CGCN Committee’s evaluation of compensation programs and decisions.\n\nComponents of Compensation & Key Decisions for Fiscal Year 2026\n\nSummary of Compensation Elements\n\nThe Company’s compensation program is designed to support its pay-for-performance philosophy and applies to all employees. The mix of compensation components varies by role and level within the organization and includes the following key elements:\n\nPay Element\n\nDescription & Objective\n\nFixed\n\nAnnual\n\nBase Salary\n\n•\nFixed component of executive pay, used to determine other elements of compensation and benefits\n\n•\nProvides predictable compensation for day-to-day services\n\nPerformance-Based\n\nAnnual\n\nShort-Term Incentives\n\n•\nAnnual cash bonus awarded based on the achievement of defined pre-established financial and corporate objectives\n\n•\nVaries based on actual performance against pre-established financial and corporate objectives\n\nLong-Term\n\nStock Options\n\n•\nProvided annually and intended to align recipient with shareholder value creation, as well as to drive retention of key employees\n\n•\nNo value to recipient unless shareholder value created from time of grant\n\n•\nAligns executive interests directly with shareholder value creation\n\nShare-based Awards\n\n•\nProvided annually to align recipient with shareholder value creation, incentivize achievement of defined long-term objectives, and to drive retention of key employees\n\n•\nRestricted Share Units (“RSUs”) vest equally over three years from the date of grant based on continued service\n\n•\nPerformance Share Units (“PSUs”) were not granted to NEOs in Fiscal 2026 as part of the Company’s long-term incentive program\n\n202\n\n \n\nPay Element\n\nDescription & Objective\n\nOther\n\nAnnual\n\nBenefits\n\n•\nProvided annually as a fixed component of executive benefits\n\n•\nBenefit coverage offered includes group health care, dental, vision, health spending account, Flexible Spending Account (FSA), life insurance, accidental death and dismemberment insurance, and short- and long-term disability coverage. Coverage varies by the country in which the employee resides\n\n•\nEligible to participate in our current 401(k) or Canadian Group Retirement Savings Plan\n\n•\nAnnual product allowance\n\n•\nThe CEO is entitled to a car allowance pursuant to the terms of their employment agreement\n\nA significant portion of our NEOs’ compensation is variable and directly linked to Company performance. Short-term incentives are tied to the achievement of annual financial and corporate objectives, while long-term incentives are aligned with shareholder value creation and retention through equity-based compensation. This structure reinforces our pay-for-performance philosophy and aligns executive compensation with both short-term results and long-term value creation.\n\nThe following chart illustrates our CEO’s Fiscal 2026 target total direct compensation (“TDC”) mix.\n\nBase Salary\n\nBase salary forms the foundation for attracting and retaining top talent while ensuring competitiveness with the market. Base salaries are determined based on market rates for similar positions and each executive’s expected contribution and past performance.\n\nFor all NEOs other than the CEO, the CEO and the SVP HR develop salary recommendations based on: (i) approved benchmarking provided by the Company’s independent compensation consultant (Mercer) and (ii) market survey data. CEO base salary decisions are developed by the CGCN Committee with input from Mercer and the SVP HR, and are informed by the approved benchmarking data. All senior executive base salaries, including the salary of the CEO, are reviewed and approved by the CGCN Committee.\n\nMr. Stewart’s base salary increased during Fiscal 2026 in connection with his appointment as Chief Financial Officer, reflecting the expanded scope and responsibilities of the role and aligning his compensation with the Company’s executive compensation framework.\n\nFor Fiscal 2026, the CGCN Committee approved a 2.5% base salary increase for Dr. Gedeon in connection with the Company’s annual merit cycle. The CGCN Committee did not approve base salary increases for the remaining NEOs, other than Mr. Stewart’s increase in connection with his appointment as CFO, reflecting the Company’s continued focus on cost discipline and alignment with financial performance.\n\n203\n\n \n\nThe following table illustrates base salary details for our NEOs throughout Fiscal 2026:\n\nIndividual\n\nLocal\n\nCurrency\n\nFiscal 2025\nAnnual Base Salary\n\nFiscal 2026\nAnnual Base Salary(1)\n\n% Change\n\nLuc Mongeau\n\nC$\n\nC$975,000\n\nC$975,000\n\n-\n\nThomas Stewart(2)\n\nUS$\n\n-\n\nUS$375,000\n\n-\n\nChristelle Gedeon\n\nC$\n\nC$535,000\n\nC$548,375\n\n2.5%\n\nJudy Hong(3)\n\nUS$\n\nUS$415,000\n\nUS$415,000\n\n-\n\n(1) NEO’s represented in the local currency in which they are paid\n\n(2) Mr. Stewart’s base salary increased during Fiscal 2026 in connection with his appointment as CFO, reflecting the expanded scope and responsibilities of the role. Pursuant to the Stewart Agreement (as defined below), Mr. Stewart is also eligible for a 5% base salary increase in Fiscal 2027.\n\n(3) Reflects Ms. Hong’s Fiscal 2026 annual base salary in the role of CFO. Ms. Hong’s service ended as of July 9, 2025. For actual amounts paid to Ms. Hong prior to the termination of her service, please see “Executive Compensation—Summary Compensation Table” in this Item 11.\n\nShort-Term Incentives\n\nAll NEOs who were employed by the Company at the end of Fiscal 2026 participated in the Company’s short-term incentive plan (the “STIP”), which provides an annual cash incentive based on performance relative to pre-established financial and corporate objectives. The STIP is a leveraged bonus design, where executives may earn between 0% and 200% of the target bonus opportunity (“target”), which is defined as a percentage of base salary for each executive.\n\nPlan Design\n\nFor our NEOs, the STIP is linked to a combination of corporate and financial objectives and is structured as follows:\n\nBase Salary\n($)\n\nX\n\nSTIP Target\n(% of salary)\n\nX\n\nPerformance Score\n(0 - 200%)\n\n=\n\nSTIP Payout\n($)\n\nFiscal 2026 Target Award Levels\n\nUnder the STIP, and pursuant to their respective employment agreements, each NEO has a target award expressed as a percentage of base salary. Payouts are based on the achievement of overall Company performance relative to pre-established financial and corporate objectives. NEOs may receive no payout for performance at or below threshold level, and a maximum payout of 200% of target for performance at or above maximum objectives.\n\nThe threshold, target, and maximum awards for our NEOs are as follows:\n\nIndividual\n\nBelow Threshold\n(% of salary)\n\nTarget\n(% of salary)\n\nMaximum\n(% of salary)\n\nLuc Mongeau | CEO\n\n0%\n\n100%\n\n200%\n\nThomas Stewart | CFO\n\n0%\n\n75%\n\n150%\n\nChristelle Gedeon | CBCO\n\n0%\n\n75%\n\n150%\n\nFiscal 2026 STIP Performance Criteria & Results\n\nPer the Company’s STIP, the performance of the Company’s executive leadership team, including the NEOs, was assessed based on predetermined financial and corporate objectives that were established and approved by the CGCN Committee at the beginning of the fiscal year. For Fiscal 2026, all NEOs were evaluated against corporate and financial objectives, which were recommended and approved by the CGCN Committee. These objectives were weighted as outlined in the table below.\n\nFor Fiscal 2026, the calculated STIP performance result was 110.4% of target based on achievement against the pre-established financial and corporate objectives approved by the CGCN Committee. The CGCN Committee certified the results and approved STIP payouts based on the formulaic application of the approved plan design. No discretion was exercised to increase or decrease the calculated payout, and the same performance factor applied to all NEOs eligible for a Fiscal 2026 STIP payout.\n\nFinancial performance for the year was impacted by continued industry headwinds and market volatility, resulting in performance below target for certain financial metrics. Despite these challenges, the Company delivered strong execution against its corporate objectives.\n\nThe corporate objectives, as established and certified by the CGCN Committee, focused on internal cost savings, international growth, and inventory management, and were achieved at a high level. These priorities were designed to support long-term sustainability, strengthen operational performance, and align execution with the Company’s strategic plan.\n\n204\n\n \n\nThe CGCN Committee determined that the approved STIP payout appropriately reflects overall Company performance, recognizing both financial outcomes and the successful execution of key corporate priorities, while maintaining alignment with the Company’s pay-for-performance philosophy.\n\nFiscal 2026\n\nCanopy Growth\n\nAdjusted EBITDA(1)\n\nCanopy Growth\n\nRevenue\n\nOther Corporate\n\nObjectives\n\nTotal\n\nObjective Weighting\n\n30%\n\n25%\n\n45%\n\n100%\n\nAchievement Against Applicable Metrics\n\n24.2%\n\n61.5%\n\n195.1%\n\n-\n\nWeight X Achievement\n\n7.2%\n\n15.4%\n\n87.8%\n\n110.4%\n\n(1) Adjusted EBITDA is calculated as the reported net income (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; acquisition related restructuring and other inventory write-downs; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition, divestiture, and other costs. Adjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies.\n\nFiscal 2026 STIP Payouts\n\nFor Fiscal 2026, the CGCN Committee approved the following cash bonuses to the NEOs based on actual performance relative to the pre-established STIP objectives:\n\nIndividual\n\nTarget\n\n(% of salary)\n\nPayout Factor\n\n(% of target)\n\nBonus Payout\n\n(USD)(1)\n\nLuc Mongeau | CEO\n\n100%\n\n110.4%\n\n$772,013\n\nThomas Stewart | CFO\n\n75%\n\n110.4%\n\n$264,966(2)\n\nChristelle Gedeon | CBCO\n\n75%\n\n110.4%\n\n$323,893\n\n(1) Fiscal 2026 STIP payments can be converted to C$ using the average exchange rate of C$1.00 = US$0.7174, as set forth above under “Executive Compensation — Currency Conversion” in this Item 11. These payments are expected to be made by July 10, 2026.\n\n(2) Mr. Stewart’s Fiscal 2026 annual bonus has been prorated to reflect accrual commensurate with his appointment as CFO during the fiscal year.\n\nLong-Term Incentives\n\nSummary of Principal Terms of Long-Term Incentive Plan (“LTIP”) Instruments\n\nThe table below summarizes the principal terms of our stock options (“Options”) and RSUs for Fiscal 2026.\n\nRSUs\n\nOptions\n\nPurpose\n\n•\nRSUs represent compensation to incentivize executives to achieve long-term objectives of the Company, to retain executives, as well as to align executives’ interests with those of Shareholders\n\n•\nOptions represent compensation that is intended to align executives’ interests with those of Shareholders by providing executives with the opportunity to become Shareholders\n\n•\nThese are considered entirely “at risk” because the value of Options rises (and may fall) in conjunction with the market price of Canopy Shares where the change in Canopy Share prices is deemed an indirect measure of overall performance by the Company and the execution on key performance metrics by the Company’s employees and executives\n\nForm of Award\n\n•\nRSUs represent notional shares that track the value of the Canopy Shares as of the vesting date, based on the TSX in prior years and, beginning in Fiscal 2025, based on the Nasdaq\n\n•\nA holder of vested Options may acquire Canopy Shares at the exercise price established on the date of grant, which is equal to the closing price of the Canopy Shares on the applicable stock exchange on which the Canopy Shares traded as of the date of grant\n\n•\nBeginning in Fiscal 2025, newly granted Options are priced and tracked based on the closing price of the Canopy Shares on the Nasdaq\n\nVesting\n\n•\nHistorically, RSUs generally vested on the first, second, and third anniversaries of the grant date,\n\n•\nOptions vest on the first, second, and third anniversaries of the date of the grant, with one\n\n205\n\n \n\nRSUs\n\nOptions\n\nwith one-third of the granted RSUs vesting on each date.\n\n•\nBeginning in Fiscal 2025, the Company transitioned to a standardized vesting approach for annual equity grants, with RSUs vesting in equal one-third installments on June 15th of the first, second, and third year following the grant date\n\nthird of the number of granted Options vesting on each date\n\nSettlement\n\n•\nRSUs will, at the CGCN Committee’s discretion, be settled in Canopy Shares purchased from the open market, or in Canopy Shares issued from treasury\n\n•\nThe value of a vested Option is the difference between its exercise price and the closing price of the Canopy Shares on the applicable stock exchange on which the Canopy Shares are traded on the date prior to exercise\n\n•\nBeginning in Fiscal 2025, newly granted Options are priced and tracked based on the value of the Canopy Shares as listed on the NASDAQ. All Options are settled in Canopy Shares issued from treasury\n\nFiscal 2023 PSU Awards\n\nPSUs were last granted in Fiscal 2023 and were subject to multi-year performance conditions. These awards were fully certified by the CGCN Committee based on Fiscal 2025 performance, and the resulting Canopy Shares were released to participants in Fiscal 2026.\n\nFiscal 2026 | Long-Term Incentive Award Grant Issuance\n\nAll NEOs who were employed by the Company at the start of Fiscal 2026 participated in the Company’s long-term incentive program. For Fiscal 2026, the Company’s long-term incentive program consisted exclusively of RSUs and Options. The Company’s LTIP is designed to align executive compensation with long-term shareholder value creation and to support the retention of key talent through equity-based awards.\n\nAnnual LTIP awards are typically granted following the end of the Company’s fiscal year, upon the exit of the Company’s financial blackout period.\n\nIn connection with his appointment as CFO, Mr. Stewart received an additional equity award outside of the Company’s annual grant cycle. This award was provided to align his compensation with the scope and responsibilities of the CFO role and is consistent with the Company’s approach to executive transitions.\n\nThe following table shows the LTIP awards granted to our NEOs for Fiscal 2026:\n\nIndividual\n\nGrant Date\n\nOptions (#)\n\nShare-Based Awards (#)\n\nLuc Mongeau | CEO\n\n06/03/2025\n\n912,733\n\n727,212\n\nThomas Stewart | CFO(1)\n\n06/03/2025\n\n46,355\n\n55,400\n\n09/17/2025\n\n222,280\n\n178,462\n\nChristelle Gedeon | CBCO\n\n06/03/2025\n\n333,889\n\n266,023\n\nJudy Hong | Former CFO(2)\n\n06/03/2025\n\n532,771\n\n424,481\n\n(1) Mr. Stewart’s awards reflect (i) his participation in the Company’s annual grant cycle while serving as Vice President, Finance, and (ii) an additional grant awarded in connection with his appointment as CFO on September 17, 2025. The additional award was provided to align his compensation with the scope and responsibilities of the CFO role.\n\n(2) Ms. Hong served as CFO for a portion of Fiscal 2026 until her service end date of June 9, 2025. Her LTIP award reflects participation in the Company’s annual grant cycle prior to her departure from the Company. In connection with the termination of her employment during Fiscal 2026, any unvested equity awards held by Ms. Hong were forfeited or cancelled in accordance with the terms of the applicable award agreements.\n\nEach of the Options granted has a six-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment, as specified in the form of option agreement pursuant to which the Options were granted (the “Option Grant Agreement”). One-third of the Options become exercisable on each of the first, second and third anniversaries of the grant date, subject to the terms of the Option Grant Agreement. The exercise price of each Option granted on June 3, 2025 was US$1.47 per Share, and the exercise price of the Options granted to Mr. Stewart on September 17, 2025 was US$1.40 per Share.\n\nRSUs granted on June 3, 2025 vest in equal one-third installments on June 15, 2026, 2027 and 2028, subject to continued service. The RSUs granted to Mr. Stewart on September 17, 2025 vest in equal one-third installments on each of the first, second and third anniversaries of the grant date, subject to continued service.\n\n206\n\n \n\nFiscal 2027 | Long-Term Incentive Award Plan Design\n\nFor Fiscal 2027, the CCGN Committee approved maintaining the same annual grant percentages for NEOs (salary X accrual percentage).\n\nHowever, as part of the CFO transition, the LTIP target for the CFO role has been adjusted from 300% to 200% of salary, with an equal split between Stock Options (50%) and RSUs (50%), reflecting a more balanced approach to long-term incentives.\n\nIndividual\n\nTotal LTI Accrual\n\n(% of salary)\n\nRSU\n(% of salary)\n\nStock Option\n(% of salary)\n\nLuc Mongeau | CEO\n\n300%\n\n150%\n\n150%\n\nThomas Stewart | CFO\n\n200%\n\n100%\n\n100%\n\nChristelle Gedeon | CBCO\n\n200%\n\n100%\n\n100%\n\nPeer Groups and Compensation Benchmarking\n\nWith the engagement of our executive compensation consultant Mercer, the CGCN Committee re-evaluated Canopy Growth’s publicly-traded peer group in Fiscal 2023. We believe this peer group, with the adjustments noted below, reflects the current reality of Canopy Growth and the cannabis industry and the companies we compete with for talent.\n\nIn Fiscal 2023, the CGCN Committee approved the use of two distinct groups of publicly-traded peers to inform the setting of target total direct compensation levels for NEOs. The first group includes similarly-sized Canadian consumer-focused industry comparators, including cannabis companies, while the second group includes similarly-sized U.S. CPG and also includes companies in the cannabis industry. These groups include organizations that the Company would potentially compete with for talent. The criteria used to select the peer group are as follows:\n\n•\nPublicly traded company;\n\n•\nMarket capitalization between approximately 1/3 and 3 times that of the Company at the time of the review in early Fiscal 2023 (with the Company positioned at or near median); and\n\n•\nOperating within the consumer discretionary, consumer staples or pharmaceuticals industries\n\nThe peers selected for benchmarking executive compensation in Fiscal 2026 are:\n\nCompany Name\n\nCannabis\n\nPeer Group\n\nGlobal Industry Classification Sub-Industry\n\nCanada Goose Holdings Inc.\n\n \n\nCAN\n\nApparel, Accessories and Luxury Goods\n\nPet Valu Holdings Ltd.\n\n \n\nCAN\n\nSpecialty Stores\n\nJamieson Wellness Inc.\n\n \n\nCAN\n\nPersonal Products\n\nSNDL Inc.\n\n●\n\nCAN\n\nPharmaceuticals\n\nVillage Farms International, Inc.\n\n●\n\nCAN\n\nAgricultural Products - produce cannabis\n\nAndrew Peller Limited\n\n \n\nCAN\n\nDistillers and Vintners\n\nHigh Tide Inc.\n\n●\n\nCAN\n\nPharmaceuticals\n\nGoodfood Market Corp.\n\n \n\nCAN\n\nInternet and Direct Marketing Retail\n\nCronos Group Inc.\n\n●\n\nCAN\n\nPharmaceuticals\n\nAurora Cannabis Inc.\n\n●\n\nCAN\n\nPharmaceuticals\n\nTilray Brands, Inc.\n\n●\n\nUS\n\nPharmaceuticals\n\nWW International, Inc.\n\n \n\nUS\n\nSpecialized Consumer Services\n\nGreen Thumb Industries Inc.\n\n●\n\nUS\n\nPharmaceuticals\n\nSunOpta Inc.\n\n \n\nUS\n\nPackaged Foods and Meats\n\nMGP Ingredients, Inc.\n\n \n\nUS\n\nDistillers and Vintners\n\nAmphastar Pharmaceuticals, Inc.\n\n \n\nUS\n\nPharmaceuticals\n\nNature’s Sunshine Products, Inc.\n\n \n\nUS\n\nPersonal Care Products\n\nAscend Wellness Holdings, Inc.\n\n●\n\nUS\n\nPersonal Care Products\n\nANI Pharmaceuticals, Inc.\n\n \n\nUS\n\nPharmaceuticals\n\n207\n\n \n\nIn addition to its review of peer group executive compensation data, the CGCN Committee uses executive compensation survey data to supplement its review, and when insufficient peer group data is available for specific executive positions or as another means of performing a market check on executive compensation levels and practices. This information assists the CGCN Committee in making well-informed decisions regarding executive compensation matters.\n\nExecutive Compensation Risk Management\n\nThe CGCN Committee considers and assesses, as necessary, the implications of risks associated with the Company’s compensation policies and practices and devotes such time and resources as it believes are appropriate given the Company’s current stage of development. The Company’s practice during Fiscal 2026 of compensating its senior executives through a mix of base salary, short-term incentives and long-term incentives, provided under the Omnibus Incentive Plan, is designed to mitigate risk by: (i) ensuring that the Company retains such executives; and (ii) aligning the interests of its executives with the short-term and long-term objectives of the Company and its Shareholders. The CGCN Committee monitors the Company’s compensation practices and policies at least annually and more often as may be required to deal with issues that arise between annual reviews. During Fiscal 2026, the CGCN Committee did not identify any significant risks arising from the Company’s compensation policies and practices that the CGCN Committee believed were reasonably likely to have a material adverse effect on the Company.\n\nThe table below outlines key elements of the Company’s compensation risk management framework:\n\nRisk Mitigating Compensation Practices\n\n•\nConduct an annual review of the Company’s compensation practices to ensure that the Company compensates its key employees appropriately to retain executives with critical skills.\n\n•\nDeliver a significant majority of each executive’s compensation through “at-risk” instruments that create a clear link between pay and performance, align executive interests with those of Shareholders and help incentivize executives to drive Shareholder value.\n\n•\nDefer a significant portion of each executive’s compensation through the application of multi-year time vesting conditions on long-term incentive equity awards. Options and RSUs vest over three years.\n\n•\nCap annual short-term incentive payouts to discourage excessive risk-taking.\n\n•\nAdopt guidelines regarding share ownership for the CEO and other NEOs set at five times annual base salary for the CEO and at three times annual base salary for the rest of the NEOs.\n\n•\nHave trading guidelines that restrict executives and directors from entering into transactions that have the direct or indirect effect of offsetting (hedging) the economic benefits of owning Company securities.\n\n•\nHold an annual say-on-pay advisory vote which provides Shareholders with a mechanism to share their views on the Company’s executive pay practices.\n\n•\nReceive independent, third-party advice directly from an external compensation consultant.\n\n•\nMaintain a clawback policy, outlined in the Omnibus Incentive Plan, whereby the Board may require the reimbursement, reduction or cancellation of an award for (i) failing to comply with any obligation to the Company; (ii) termination for cause; (iii) conduct that causes material financial or reputational harm to the Company or its affiliates; (iv) willful misconduct, gross negligence or fraud; or (v) restatement of its financial statements resulting in negative impacts to the Company’s financial results. In addition, the Board adopted a standalone clawback policy to comply with Section 10D of the Exchange Act and the rules of Nasdaq (as amended, the “Clawback Policy”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws. In Fiscal 2025, an updated version of the Clawback Policy was adopted by the Board that included a transition period in the event the Company changes its fiscal year and clarified language regarding the method of recouping incentive-based compensation and other recoupment rights, including providing discretion to the Board on enforcement of the policy.\n\nRecovery Analysis under Clawback Policy\n\nAs described in Note 2 to the audited consolidated financial statements included in Part II, Item 8 of this Comprehensive Form 10-K, in connection with the preparation of our consolidated financial statements for the fiscal year ended March 31, 2026, on May 15, 2026, the Audit Committee was made aware of and, after discussion with senior management of the Company, concluded that the (i) audited consolidated financial statements for the fiscal year ended March 31, 2025, originally included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “2025 10-K”), (ii) audited consolidated financial statements for the fiscal year ended March 31, 2024, originally included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the\n\n208\n\n \n\n“2024 10-K”), and (iii) unaudited consolidated financial statements for the quarterly periods ended September 30, 2023, December 31, 2023, June 30, 2024, September 30, 2024, December 31, 2024, June 30, 2025, September 30, 2025 and December 31, 2025, originally included in the our Quarterly Reports on Form 10-Q for such quarterly periods (collectively, the “Form 10-Qs” and together with the 2025 10-K and the 2024 10-K, the “Prior Financial Statements”) should no longer be relied upon because of non-cash technical errors in the Company’s accounting relating to certain share-settled warrants of the Company with exercise prices denominated in U.S. dollars, first issued during the fiscal year ended March 31, 2024. Accordingly, the Prior Financial Statements have been restated in this Comprehensive Form 10-K (the “Restatement”). In accordance with our Clawback Policy, the Board completed an analysis to determine whether, as a result of the Restatement, it had to require prompt repayment or forfeiture of any erroneously awarded Incentive-Based Compensation (as such term is defined in the Clawback Policy) received by any Covered Executive (as such term is defined in the Clawback Policy) during Fiscal 2024, Fiscal 2025 or Fiscal 2026. For each of Fiscal 2024, Fiscal 2025 and Fiscal 2026, the performance measures used to determine Incentive-Based Compensation were Adjusted EBITDA and revenue, neither of which were impacted by the Restatement. Accordingly, the Board determined that no erroneously awarded Incentive-Based Compensation was awarded.\n\nResults of Fiscal 2025 Say-On-Pay Vote\n\nCanopy Growth’s compensation program for its executive management team is designed to drive Shareholder value and to effectively attract and retain talent. Each year, we conduct a Shareholder advisory vote to approve the compensation of our NEOs as disclosed in our proxy statement for our annual meeting of shareholders (a “say-on-pay” vote). At our 2025 Annual General Meeting, our Shareholders approved our NEO compensation at that time, with approximately 82.1% of the votes cast voting in favor of approval. Given these results, the CGCN Committee has decided to retain our overall approach to executive compensation while continuing to evaluate our practices frequently, including in response to future say-on-pay votes. The CGCN Committee continues to monitor further stakeholder feedback, Company performance, and market developments for potential further improvements to the Company’s compensation structure for executive officers. The Company expects to have its next “say-on-pay” vote at its 2026 annual meeting of shareholders (the “2026 Annual Meeting”).\n\nPerformance Graph\n\nThe following performance graph illustrates the Company’s cumulative Shareholder return assuming reinvestment of dividends, by comparing a C$100 investment in the Canopy Shares beginning March 31, 2021 to the return on the S&P/TSX Composite Index, which is the headline index for the Canadian equity market, and the Global X Marijuana Life Sciences Index ETF (Ticker: HMMJ).\n\n \n\nMarch 31,\n2021\n\nMarch 31, 2022\n\nMarch 31, 2023\n\nMarch 31, 2024\n\nMarch 31, 2025\n\nMarch 31, 2026\n\nCanopy Growth Corporation\n\nC$100.00\n\nC$23.49\n\nC$5.87\n\nC$2.89\n\nC$0.33\n\nC$0.33\n\nS&P/TSX Composite Index\n\nC$100.00\n\nC$117.06\n\nC$107.48\n\nC$118.54\n\nC$133.24\n\nC$175.22\n\n209\n\n \n\nGlobal X Marijuana Life Sciences Index ETF\n\nC$100.00\n\nC$47.48\n\nC$23.06\n\nC$25.07\n\nC$17.37\n\nC$18.26\n\nSince March 31, 2021, the Canopy Share price performance declined because of considerable volatility in the cannabis sector resulting from a multitude of factors, including, among others, (i) underperformance of the Canadian cannabis sector, resulting in significant price compression in the adult-use space, (ii) restructuring of our operations in order to improve long-term performance, (iii) continued capital requirements through the issuance of additional common shares, and (iv) the multiple attempts in the U.S. to reschedule cannabis from a Schedule I substance to a Schedule III substance under the Controlled Substances Act (21 U.S.C. § 811). In addition, relative stock underperformance was impacted by strength in the S&P/TSX resulting in higher commodity prices.\n\nWe believe the appropriate benchmark to assess our share price performance is against the Global X Marijuana Life Sciences Index ETF as this ETF contains a basket of our peer competitors. The S&P/TSX Composite Index is a broad-based exchange that contains companies in non-cannabis sectors and as such would have fewer comparative factors to a company in the cannabis industry.\n\nWhile our Canopy Share price has been volatile due in part to the evolving state of the cannabis industry, our executive compensation remains competitive as we aim to attract and retain an experienced executive team whose compensation is tied to a variety of metrics including long-term profit improvement and Canopy Share price appreciation. Executive compensation for Fiscal 2026 remains aligned with financial performance and the Shareholder experience to the end of Fiscal 2026, evidenced by a significant decrease in realizable equity compensation held by executives. For further discussion on this point, please refer above to “PSU Metric Details and Certification Results”.\n\n210\n\n \n\nCOMPENSATION COMMITTEE REPORT\n\nThe members of the CGCN Committee have reviewed and discussed the contents of the CD&A with management. Based on such review and discussion with management, and subject to the limitations on the role and responsibility of the CGCN Committee, the CGCN Committee recommended to the Board that the CD&A be included in the Company’s Comprehensive Form 10-K and in the proxy statement issued in connection with the 2026 Annual Meeting.\n\nRespectfully submitted by the members of the CGCN Committee\n\nTheresa Yanofsky (Chair)\n\nDavid Lazzarato\n\nJoseph Bayern\n\nThe foregoing Compensation Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act, or the Exchange Act that might incorporate by reference past or future filings, including this Comprehensive Form 10-K, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.\n\n \n\n211\n\n \n\n \n\nEXECUTIVE COMPENSATION\n\nCurrency Conversion\n\nCertain of the NEO’s employment agreements specify payments in U.S. dollars, while others specify payments in Canadian dollars. Where payments are made in Canadian dollars throughout this section, we have converted Canadian dollars to U.S. dollars using the Bloomberg average exchange rates for the relevant 12-month period as specified in the bullets below. Share-based currency conversion calculations are represented as of the applicable award date using the Bloomberg exchange rate for the date of the award.\n\n•\nFiscal 2026 of C$1.00 to US$0.7174 for the 12-month period ended March 31, 2026;\n\n•\nFiscal 2025 of C$1.00 to US$0.6951 for the 12-month period ended March 31, 2025; and\n\n•\nFiscal 2024 of C$1.00 to US$0.7386 for the 12-month period ended March 31, 2024.\n\nSummary Compensation Table\n\nThe following table sets forth the compensation for Fiscal 2024, Fiscal 2025 and Fiscal 2026 awarded to, earned by, or paid to the NEOs.\n\nName and Principal Position\n\nFiscal Year\n\nSalary\n\nBonus(2)\n\nStock\nawards(1)\n\nOption awards(1)\n\nNon-equity incentive plan compensation\n\nAll other compensation(3)\n\nTotal\n\nLuc Mongeau, CEO\n\n2026\n\n699,465\n\n-\n\n1,069,002\n\n1,050,476\n\n772,013\n\n24,843\n\n3,615,799\n\n2025\n\n130,331\n\n-\n\n121,500\n\n422,489\n\n122,460\n\n172,145\n\n968,925\n\n2024\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\nThomas Stewart, CFO(4)\n\n2026\n\n357,731\n\n-\n\n331,285\n\n299,875\n\n264,966\n\n12,467\n\n1,266,324\n\n2025\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n2024\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\nChristelle Gedeon, CBCO\n\n2026\n\n390,822\n\n167,922\n\n391,054\n\n384,277\n\n323,893\n\n689\n\n1,658,657\n\n2025\n\n371,880\n\n-\n\n388,737\n\n364,767\n\n216,411\n\n693\n\n1,342,488\n\n2024\n\n383,454\n\n-\n\n375,977\n\n479,289\n\n454,884\n\n-\n\n1,693,604\n\nJudy Hong,\n\nFormer CFO(5)\n\n2026\n\n140,462\n\n150,000\n\n623,987\n\n613,173\n\n-\n\n1,189,694\n\n2,717,316\n\n2025\n\n415,001\n\n-\n\n622,501\n\n584,124\n\n241,505\n\n9,618\n\n1,872,749\n\n2024\n\n410,960\n\n-\n\n622,499\n\n772,886\n\n486,685\n\n10,033\n\n2,303,063\n\nNotes:\n\n(1)\nThe amounts in this column represent the aggregate grant date fair value of the relevant award(s) presented, as determined in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation”. See Note 21 to the consolidated financial statements included in this Comprehensive Form 10-K, regarding assumptions underlying valuation of equity awards.\n\n(2)\nDr. Gedeon and Ms. Hong each received a one-time cash retention bonus pursuant to retention agreements entered into on August 19, 2024. The retention bonuses were awarded to support their continued service during a period of organizational transition and strategic execution and were earned upon continued employment with the Company through October 1, 2025. The amount reported for Dr. Gedeon includes vacation pay equal to 10% of the cash retention bonus, calculated in accordance with her employment terms and applicable Canadian employment standards. In connection with the termination of Ms. Hong’s employment during Fiscal 2026, the retention bonus was paid in accordance with the terms of her retention agreement. The awards were not subject to performance-based vesting conditions.\n\n(3)\nRepresents the following for the respective NEOs: For Mr. Mongeau, this includes C$22,500 (US$16,142) in car allowance, C$10,875 (US$7,802) in employer contributions under the Company’s defined contribution retirement plan, C$960 (US$689) in cell phone allowance, and C$294 (US$211) in product allowance. For Mr. Stewart, includes US$11,453 in 401(k) employer match, US$665 in cell phone allowance, and US$349 in product allowance. For Dr. Gedeon, this includes C$997 (US$689) in cell phone allowance. For Ms. Hong, this includes US$1,168,643 in severance payments, representing 18 months of base salary and an amount based on the average actual short-term incentive payments received during the prior two years, US$15,523 in accrued vacation pay, US$5,131 in 401(k) employer match, US$325 in cell phone allowance, and US$72 in product allowance.\n\n(4)\nMr. Stewart was appointed CFO on September 17, 2025. The amounts reported in the Salary column include compensation earned during Fiscal 2026, including a temporary stipend paid in connection with his service as interim CFO prior to his appointment. In addition, Mr. Stewart received an equity award in connection with his appointment as CFO, as described above under “Long-Term Incentives.”\n\n(5)\nMs. Hong’s employment with the Company terminated on July 9, 2025. The amounts reported reflect compensation earned during Fiscal 2026, including severance and other payments made in connection with her termination in accordance with the terms of her employment agreement, as described above under “Employment Agreements.”\n\n212\n\n \n\nGrants of Plan-Based Awards in Fiscal 2026\n\nThe following table sets forth the grants of plan-based awards made in Fiscal 2026. Non-equity incentive plan awards listed below were made pursuant to the terms of the respective NEO’s employment agreement. All equity incentive plan awards were made pursuant to the terms of the respective NEO’s employment agreement and the Omnibus Incentive Plan.\n\nName\n\nGrant\n\nDate\n\nEstimated Future Payouts Under Non-Equity Incentive Plan(1)\n\nEstimated Future Payouts Under Equity Incentive Plan Awards\n\nAll other stock awards: Number of shares of stock or units(#)\n\nAll other option awards: Number of securities underlying options (#)\n\nExercise or base price of option awards\n($/Sh)\n\nGrant date fair value of stock and option awards(2)\n\nThreshold ($)\n\nTarget\n($)\n\nMax\n\n($)\n\nThreshold (#)\n\nTarget\n(#)\n\nMax\n(#)\n\nLuc Mongeau\n\n1-Apr-25\n\n$0\n\n$699,465\n\n$1,398,930\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n912,733\n\n$1.47\n\n$1,050,476\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n727,212\n\n-\n\n-\n\n$1,069,002\n\nThomas Stewart(3)\n\n1-Apr-25\n\n$0\n\n$240,196\n\n$480,134\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n46,355\n\n$1.47\n\n$53,351\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n55,400\n\n-\n\n-\n\n$81,438\n\n17-Sep-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n222,280\n\n$1.40\n\n$246,525\n\n17-Sep-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n178,462\n\n-\n\n-\n\n$249,847\n\nChristelle Gedeon\n\n1-Apr-25\n\n$0\n\n$293,456\n\n$586,912\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n99,214\n\n$1.47\n\n$115,699\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n234,675\n\n$1.47\n\n$268,578\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n266,023\n\n-\n\n-\n\n$391,054\n\nJudy Hong(4)\n\n1-Apr-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n532,771\n\n$1.47\n\n$613,173\n\n3-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n424,481\n\n-\n\n-\n\n$623,987\n\nNotes:\n\n(1)\nThe amounts shown in these columns reflect the short-term cash incentive bonuses that potentially could have been earned during Fiscal 2026 based upon the achievement of Company performance goals under our STIP. Target amounts are calculated based on the NEO’s base salary in effect during the fiscal year, adjusted on a prorated basis for any mid-year compensation changes. The actual award paid to each NEO under the STIP for Fiscal 2026 is set forth above in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. More information regarding short-term cash incentive bonuses under our STIP can be found in the CD&A under the heading “Short-Term Incentives”.\n\n(2)\nThe amounts in this column represent the aggregate grant date fair value of the relevant award(s) presented, as determined in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” See Note 21 of the consolidated financial statements included in this Comprehensive Form 10-K, regarding assumptions underlying valuation of equity awards.\n\n(3)\nMr. Stewart’s awards reflect (i) his participation in the Company’s annual grant cycle while serving as Vice President, Finance, and (ii) an additional grant awarded in connection with his appointment as CFO on September 17, 2025. The additional award was provided to align his compensation with the scope and responsibilities of the CFO role.\n\n(4)\nMs. Hong’s employment terminated during Fiscal 2026. She was not eligible to receive a payout under the Company’s Fiscal 2026 STIP. Any amounts paid to Ms. Hong in connection with her termination are described above under “Employment Agreements” and reflected in the Summary Compensation Table. Unvested equity awards held by Ms. Hong were forfeited or cancelled in accordance with the applicable award agreements.\n\nEmployment Agreements\n\nLuc Mongeau\n\nIn connection with Mr. Mongeau’s appointment as Chief Executive Officer of the Company, on November 26, 2024, the Company and Mr. Mongeau entered into an employment agreement (the “Mongeau Agreement”).\n\nPursuant to the Mongeau Agreement, as Chief Executive Officer, Mr. Mongeau reports to the Board and is entitled to an annual base salary of C$975,000. Mr. Mongeau is also entitled to a monthly car allowance of C$1,875.\n\nMr. Mongeau is eligible to participate in the Company’s STIP, with a target annual incentive opportunity of 100% of his base salary (the “Mongeau Target Amount”), and a payout range of 0% to 200% of the Mongeau Target Amount based on the achievement of predetermined financial and corporate objectives approved by the CGCN Committee.\n\nMr. Mongeau is also eligible to participate in the Omnibus Incentive Plan. In connection with his appointment, Mr. Mongeau received a one-time equity award consisting of 50,000 restricted share units and 225,000 stock options, with an exercise price of US$2.43, equal to the fair market value of the Canopy Shares on the grant date. These awards vest in equal one-third installments on each of the first three anniversaries of the grant date, subject to the terms of the Omnibus Incentive Plan and applicable award agreements.\n\nPursuant to the Mongeau Agreement, Mr. Mongeau is eligible to receive, at least once every fiscal year, a long-term incentive award with a target value of 300% of his base salary (based on the fair market value of the Canopy Shares on the date of grant). The\n\n213\n\n \n\nform and mix of equity awards are determined by the CGCN Committee, in its discretion, and consist of stock options and restricted share units.\n\nIf the Company terminates Mr. Mongeau’s employment without Cause (as defined in the Mongeau Agreement), or if Mr. Mongeau resigns for Good Reason (as defined in the Mongeau Agreement), then, provided that he signs and returns to the Company a full and final employment separation, release and waiver of liability, the Company will provide (a) a lump sum payment equal to 18 months of Mr. Mongeau’s base salary; (b) a lump sum payment equal to 150% of the average actual annual short-term incentive payments received by Mr. Mongeau during the prior two years; and (c) continuation of any statutorily prescribed benefits for the minimum period required under the provisions of the Employment Standards Act, 2000 (Ontario) (the “ESA”). The Company may terminate Mr. Mongeau’s employment for Cause without further liability.\n\nThe Mongeau Agreement contains non-competition and non-solicitation provisions in favor of the Company for a period of 18 months following termination.\n\nThomas Stewart\n\nIn connection with Mr. Stewart’s appointment as Chief Financial Officer of the Company, on September 17, 2025, the Company and Mr. Stewart entered into an employment agreement (the “Stewart Agreement”).\n\nPursuant to the Stewart Agreement, Mr. Stewart serves as Chief Financial Officer of the Company and reports to the Chief Executive Officer. He is employed by Canopy Growth USA, LLC. Mr. Stewart is entitled to an annual base salary of US$375,000, subject to applicable tax withholdings and deductions. His base salary is subject to annual review by the Board, and will be increased by 5% in connection with the Fiscal 2027 merit cycle.\n\nMr. Stewart is eligible to participate in the Company’s STIP, with a target annual incentive opportunity of 75% of his base salary (the “Stewart Target Amount”), and a payout range of 0% to 200% of the Stewart Target Amount based on the achievement of predetermined financial and corporate objectives approved by the CGCN Committee.\n\nMr. Stewart is also eligible to participate in the Omnibus Incentive Plan. Pursuant to the Stewart Agreement, Mr. Stewart is eligible to receive, at least once every fiscal year, a long-term incentive award with a target value of 200% of his base salary (based on the fair market value of the Canopy Shares on the date of grant). The form and mix of equity awards are determined by the CGCN Committee, in its discretion, and may consist of stock options, restricted share units or other awards authorized under the Omnibus Incentive Plan.\n\nIn addition, in connection with his appointment as Chief Financial Officer, Mr. Stewart was granted a one-time equity award with a value of US$500,000, comprised of 50% stock options and 50% restricted share units. This award vests in three equal annual installments, subject to the terms of the Omnibus Incentive Plan and applicable award agreements.\n\nPursuant to the Stewart Agreement, Mr. Stewart’s employment is “at will.” If the Company terminates Mr. Stewart’s employment without cause, then, provided that he signs and returns to the Company a full and final employment separation, release and waiver of liability, the Company will provide (a) a payment equal to 18 months of Mr. Stewart’s base salary, payable either as a lump sum or salary continuance at the Company’s discretion; (b) a lump sum payment equal to 150% of the average actual annual short-term incentive payments received by Mr. Stewart during the prior two years; (c) vesting of any outstanding performance share units at actual performance levels for performance periods that have already been certified by the Board or applicable committee; and (d) reimbursement of a portion of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for up to 18 months, subject to the terms of the Stewart Agreement.\n\nThe Company may also terminate Mr. Stewart’s employment for cause, without further liability.\n\nThe Stewart Agreement contains certain non-competition and non-solicitation provisions in favor of the Company for a period of 18 months following termination of employment.\n\nChristelle Gedeon\n\nIn connection with Dr. Gedeon’s appointment as Chief Legal Officer of the Company, on August 1, 2022, the Company and Dr. Gedeon entered into an employment agreement (the “Gedeon Agreement”). Dr. Gedeon’s title was updated to Chief Business Development & Corporate Affairs Officer as of January 9, 2026. Dr. Gedeon continues to report to the Chief Executive Officer.\n\nDr. Gedeon is eligible to participate in the Company’s STIP, with a target annual incentive opportunity of 75% of her base salary (the “Gedeon Target Amount”), and a payout range of 0% to 200% of the Gedeon Target Amount based on the achievement of predetermined financial and corporate objectives approved by the CGCN Committee.\n\nDr. Gedeon is also eligible to participate in the Omnibus Incentive Plan. Pursuant to the Gedeon Agreement, Dr. Gedeon is eligible to receive, at least once every fiscal year, a long-term incentive award with a target value of 200% of her base salary (based on the fair market value of the Canopy Shares on the date of grant). The form and mix of equity awards are determined by the CGCN Committee, in its discretion, and consist of stock options and restricted share units.\n\n214\n\n \n\nIf the Company terminates Dr. Gedeon’s employment without cause, then, provided that she signs and returns to the Company a full and final employment separation, release and waiver of liability, the Company will provide (a) a lump sum payment equal to 18 months of Dr. Gedeon’s base salary; (b) a lump sum payment equal to 150% of the average actual annual short-term incentive payments received by Dr. Gedeon during the prior two years; and (c) continuation of any statutorily prescribed benefits for the minimum period required under the provisions of the ESA. The Company may terminate Dr. Gedeon’s employment with cause without further liability.\n\nThe Gedeon Agreement contains non-competition and non-solicitation provisions in favor of the Company for a period of 18 months following termination.\n\nThe Gedeon Agreement was amended effective June 1, 2023, to increase Dr. Gedeon’s base salary to C$509,250, and further amended effective August 21, 2023, to increase her base salary to C$535,000 in connection with an expansion in scope and responsibilities. Dr. Gedeon’s base salary was subsequently increased to C$548,375 during Fiscal 2026 in connection with the Company’s annual merit cycle.\n\nJudy Hong\n\nIn connection with Ms. Hong’s appointment as Chief Financial Officer of the Company, on April 1, 2022, the Company and Ms. Hong entered into an employment agreement dated March 24, 2022 (the “Hong Agreement”). Ms. Hong’s employment with the Company terminated during Fiscal 2026.\n\nPursuant to the Hong Agreement, as Chief Financial Officer, Ms. Hong reported to the Chief Executive Officer and was initially entitled to an annual base salary of US$395,000, which was increased to US$415,000 in June 2023.\n\nMs. Hong was eligible to participate in the Company’s STIP, with a target annual incentive opportunity of 75% of her base salary (the “Hong Target Amount”), and a payout range of 0% to 200% of the Hong Target Amount based on the achievement of predetermined financial and corporate objectives approved by the CGCN Committee.\n\nMs. Hong was also eligible to participate in the Omnibus Incentive Plan. Pursuant to the Hong Agreement, Ms. Hong was eligible to receive, at least once every fiscal year, a long-term incentive award with a target value of 300% of her base salary (based on the fair market value of the Canopy Shares on the date of grant). The form and mix of equity awards were determined by the Board or the CGCN Committee, in its discretion.\n\nPursuant to the Hong Agreement, Ms. Hong’s employment was “at will.” If the Company terminated Ms. Hong’s employment without cause, then, provided that she signed and returned to the Company a full and final employment separation, release and waiver of liability, the Company would provide (a) a lump sum payment equal to 18 months of Ms. Hong’s base salary; (b) a lump sum payment equal to 150% of the average actual annual short-term incentive payments received by Ms. Hong during the prior two years; (c) vesting of any outstanding performance share units at actual performance levels for performance periods that had already been certified by the Board or applicable committee; and (d) reimbursement of a portion of COBRA premiums, in each case subject to the terms of the Hong Agreement. The Company could terminate Ms. Hong’s employment with cause without further liability.\n\nThe Hong Agreement contained non-competition and non-solicitation provisions in favor of the Company for a period of 18 months following termination.\n\n215\n\n \n\nOutstanding Equity Awards at March 31, 2026\n\nThe following table presents information concerning outstanding Options and RSU awards to each of the NEOs as of March 31, 2026, the Company’s fiscal year end.\n\nName\n\nGrant Date (1)\n\nOption Awards\n\nStock Awards\n\nNumber of securities underlying unexercised options - (#) exercisable\n\nNumber of securities underlying unexercised options - (#) unexercisable\n\nEquity incentive plan awards: number of securities underlying unexercised unearned options (#)\n\nOption exercise price ($)\n\nOption expiration date\n\nNumber of shares or units of stock that have not vested (#)\n\nMarket value of shares or units of stock that have not vested ($)(2)\n\nEquity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)\n\nEquity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested\n($)(2)\n\n(b)\n\n(c)\n\n(d)\n\n(e)\n\n(f)\n\n(g)\n\n(h)\n\n(i)\n\n(j)\n\nLuc Mongeau\n\n11-Feb-25\n\n75,000\n\n150,000\n\n-\n\nUS$2.43\n\n11-Feb-31\n\n-\n\n-\n\n-\n\n-\n\n11-Feb-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n33,333\n\nUS$31,666\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n912,733\n\n-\n\nUS$1.47\n\n03-Jun-31\n\n-\n\n-\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n727,212\n\nUS$690,851\n\n-\n\n-\n\nThomas Stewart\n\n09-Jun-21\n\n320\n\n-\n\n-\n\nC$308.70\n\n09-Jun-27\n\n-\n\n-\n\n-\n\n-\n\n03-Dec-21\n\n4,151\n\n-\n\n-\n\nC$135.80\n\n03-Dec-27\n\n-\n\n-\n\n-\n\n-\n\n14-Jun-22\n\n2,096\n\n-\n\n-\n\nC$48.40\n\n14-Jun-28\n\n-\n\n-\n\n-\n\n-\n\n28-Jun-23\n\n6,766\n\n6,766\n\n-\n\nC$6.20\n\n28-Jun-29\n\n-\n\n-\n\n-\n\n-\n\n22-Aug-23\n\n-\n\n-\n\n-\n\n-\n\n-\n\n5,768\n\nUS$5,474\n\n-\n\n-\n\n10-Jun-24\n\n2,837\n\n5,675\n\n-\n\nUS$7.59\n\n10-Jun-30\n\n-\n\n-\n\n-\n\n-\n\n10-Jun-24\n\n-\n\n-\n\n-\n\n-\n\n-\n\n6,997\n\nUS$6,647\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n46,355\n\n-\n\nUS$1.47\n\n03-Jun-31\n\n-\n\n-\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n55,400\n\nUS$52,630\n\n-\n\n-\n\n17-Sep-25\n\n-\n\n222,280\n\n-\n\nUS$1.40\n\n17-Sep-31\n\n-\n\n-\n\n-\n\n-\n\n17-Sep-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n178,462\n\nUS$169,539\n\n-\n\n-\n\nChristelle Gedeon\n\n10-Aug-22\n\n26,216\n\n-\n\n-\n\nC$37.00\n\n10-Aug-28\n\n-\n\n-\n\n-\n\n-\n\n22-Nov-22\n\n4,990\n\n-\n\n-\n\nC$53.90\n\n22-Nov-28\n\n-\n\n-\n\n-\n\n-\n\n28-Jun-23\n\n109,516\n\n54,758\n\n-\n\nC$6.20\n\n28-Jun-29\n\n-\n\n-\n\n-\n\n-\n\n22-Aug-23\n\n-\n\n-\n\n-\n\n-\n\n-\n\n30,312\n\nUS$28,766\n\n-\n\n-\n\n10-Jun-24\n\n20,769\n\n41,538\n\n-\n\nUS$7.59\n\n10-Jun-30\n\n-\n\n-\n\n-\n\n-\n\n10-Jun-24\n\n-\n\n-\n\n-\n\n-\n\n-\n\n34,145\n\nUS$32,438\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n333,889\n\n-\n\nUS$1.47\n\n03-Jun-31\n\n-\n\n-\n\n-\n\n-\n\n03-Jun-25\n\n-\n\n-\n\n-\n\n-\n\n-\n\n266,023\n\nUS$252,722\n\n-\n\n-\n\nNotes:\n\n(1)\nUnless otherwise indicated, with respect to all outstanding equity awards held by the NEOs as of March 31, 2026, Options vest in equal one-third installments on each of the first three anniversaries of the grant date, subject to the continued employment of the respective NEO. RSUs granted in Fiscal 2026, unless otherwise specified, vest in equal one-third installments on June 15 of each of the first three years following the grant date, in alignment with the Company’s standardized vesting approach.\n\n(2)\nThe market value of the unvested stock awards is calculated by multiplying the number of unvested Canopy Shares held by the applicable NEO by the closing price of the Canopy Shares on March 31, 2026 (the last trading day of Fiscal 2026) on the Nasdaq Global Select Market, which was US$0.95.\n\nOption Exercises and Stock Vested in Fiscal 2026\n\nThe following table presents information concerning Option exercises and Canopy Shares acquired upon vesting of RSU awards by each of our NEOs in Fiscal 2026:\n\nOption awards\n\nStock awards\n\nName\n\nNumber of shares\nacquired on exercise\n(#)\n\nValue realized\non exercise\n($)(1)\n\nNumber of shares\nacquired on vesting\n(#)\n\nValue realized\non vesting\n($)(2)\n\nLuc Mongeau\n\n-\n\n-\n\n16,667\n\n17,689\n\nThomas Stewart(3)\n\n-\n\n-\n\n9,790\n\n13,161\n\nChristelle Gedeon\n\n-\n\n-\n\n55,495\n\n74,102\n\nJudy Hong\n\n-\n\n-\n\n38,678\n\n56,817\n\nNotes:\n\n(1)\nThese amounts reflect the aggregate of the differences between the exercise price of the Option and the market price of a Share at the time of exercise for each Option exercised by an NEO in Fiscal 2026.\n\n(2)\nThese amounts reflect the market price on the vesting date.\n\n(3)\nAmounts for Mr. Stewart include equity awards that vested prior to and following his appointment as CFO during Fiscal 2026.\n\n216\n\n \n\nPotential Payments Upon Termination or Change-in-Control\n\nA narrative description of the individual payments the Company is currently required to make upon termination or a change in control of the Company is described above under “Employment Agreements”.\n\nMs. Hong’s employment with the Company terminated during Fiscal 2026. The payments and benefits payable to Ms. Hong upon her termination are described above under “Employment Agreements” and are not reflected in the table below. Actual amounts paid to Ms. Hong upon her termination are included in the Summary Compensation Table above.\n\nPotential Payments Upon Termination Without Cause\n\nThe following table sets forth the estimated payments and benefits to each of the active NEOs in the event of a termination without cause, assuming such termination occurred on March 31, 2026, and there was no change-in-control, based on the terms of their respective employment agreements in effect as of that date:\n\nTermination Without Cause\n\nIndividual\n\nCash Payment ($)\n\nAccelerated Awards ($)\n\nBenefits ($)(4)\n\nTotal ($)\n\nLuc Mongeau | CEO\n\n$1,180,977(1)\n\n-\n\n$1,919\n\n$1,182,896\n\nThomas Stewart | CFO\n\n$767,007(2)\n\n-\n\n$47,683\n\n$814,691\n\nChristelle Gedeon | CBCO\n\n$974,901(3)\n\n-\n\n$5,064\n\n$979,965\n\nNotes:\n\n(1)\nUpon termination without cause effective March 31, 2026, Mr. Mongeau would have been entitled to a payment in the amount of $1,182,896, representing 18 months base salary plus one and a half times the average actual amounts paid as short-term annual incentive performance bonus to Mr. Mongeau during the prior two years.\n\n(2)\nUpon termination without cause effective March 31, 2026, Mr. Stewart would have been entitled to a payment in the amount of $814,691, representing 18 months base salary plus one and a half times the average actual amounts paid as short-term annual incentive performance bonuses to Mr. Stewart during the prior two years.\n\n(3)\nUpon termination without cause effective March 31, 2026, Dr. Gedeon would have been entitled to a payment in the amount of $979,965, representing 18 months base salary plus one and a half times the average actual amounts paid as short-term annual incentive performance bonuses to Dr. Gedeon during the prior two years, as well as the statutorily prescribed vacation time.\n\n(4)\nAs of March 31, 2025, Mr. Mongeau, Mr. Stewart, and Dr. Gedeon are participants in Canopy Growth’s benefits plan. Upon termination without cause effective March 31, 2026, Mr. Mongeau and Dr. Gedeon would receive the statutorily prescribed benefits as set forth in the ESA. Upon termination without cause effective March 31, 2026, if Mr. Stewart were to elect continuation coverage under the Company’s medical plan pursuant to the COBRA, a reimbursement to Mr. Stewart for a portion of COBRA premium payments would be required.\n\nSubject to the specific terms of the NEOs’ respective employment agreements, upon a termination of the NEO without cause, Options, RSUs and other Awards will be treated in accordance with the terms of the Omnibus Incentive Plan.\n\nPotential Payments Upon Termination Following a Change in Control\n\nNone of the NEOs are entitled to a payment solely upon a change in control pursuant to the terms of their respective employment agreements. However, pursuant to the terms of the Omnibus Incentive Plan, for a period of 18 months following a Change in Control (as defined in the Omnibus Incentive Plan), where a participant’s employment or term of office or engagement is terminated for any reason other than for Cause (as defined in the Omnibus Incentive Plan): (i) any unvested awards as at the date of such termination shall be deemed to have vested, and any period of restriction shall be deemed to have lapsed, as at the date of such termination and shall become payable as at the date of termination; and (ii) the level of achievement of performance goals for any unvested awards that are deemed to have vested pursuant to (i) above shall be based on the actual performance achieved at the end of the applicable period immediately prior to the date of termination.\n\nMs. Hong’s employment with the Company terminated during Fiscal 2026. The payments and benefits payable to Ms. Hong upon her termination are described above under “Employment Agreements” and are not reflected in the table below. Actual amounts paid to Ms. Hong upon her termination are included in the Summary Compensation Table above.\n\nThe table below shows the payments that would be made to the active NEOs upon termination within 18 months following a Change in Control, assuming such termination occurred on March 31, 2026. With the exception of the “Accelerated Awards ($)” and “Total ($)” columns, all amounts in the table below are the same as those presented in the “Potential Payments Upon Termination Without Cause” table above, and all footnotes to the “Cash Payment ($)” and “Benefits ($)” columns in that table apply equally to the corresponding columns below.\n\nTermination within 18 Months Following Change In Control\n\nIndividual\n\nCash Payment ($)\n\nAccelerated Awards ($)(1)\n\nBenefits ($)\n\nTotal ($)\n\nLuc Mongeau | CEO\n\n$1,180,977\n\n$722,518\n\n$1,919\n\n$1,905,414\n\nThomas Stewart | CFO\n\n$767,007\n\n$228,816\n\n$47,683\n\n$1,043,507\n\nChristelle Gedeon | CBCO\n\n$974,901\n\n$325,300\n\n$5,064\n\n$1,305,264\n\nNotes:\n\n(1)\nReflect unvested RSU and Option awards, which will be deemed to have vested. The value was calculated based on the closing price of the Canopy Shares on March 31, 2026 (the last trading day of Fiscal 2026) on the Nasdaq Global Select Market, which was US$0.95.\n\n217\n\n \n\nCEO Pay Ratio and Background\n\nSet forth below is the annual total compensation of our median employee, the annual total compensation of our Chief Executive Officer, Mr. Mongeau, and the ratio of these two values:\n\n•\nThe Fiscal 2026 annual total compensation of the median employee of Canopy Growth (other than our CEO, Mr. Mongeau) was US$46,632 (or approximately C$65,000).\n\n•\nThe Fiscal 2026 annualized total compensation of our CEO, Mr. Mongeau, was US$3,586,957 (or approximately C$4,999,860).\n\n•\nFor Fiscal 2026, the ratio of the annualized total compensation of our CEO to the median annual total compensation of all our other employees was 76 to 1.\n\nTo determine the median employee, we used our global employee population as of March 31, 2026. Total compensation for this purpose was calculated using each employee’s annualized base salary, projected STI bonus, and the target value of LTI awards to be granted during the year, where applicable.\n\nAmounts that were originally paid or recorded in Canadian dollars were converted to U.S. dollars using the Bloomberg average exchange rate of C$1.00 to US$0.7174 for the 12-month period ended March 31, 2026.\n\nThis pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, pursuant to the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.\n\n218\n\n \n\nDIRECTOR COMPENSATION\n\nDirector Compensation\n\nThe Company’s director compensation program is designed to attract and retain qualified individuals to serve on the Board. The CGCN Committee assesses the director compensation program annually and approves any changes it deems appropriate based on market benchmarking, governance best practices, and the Company’s strategic needs. For Fiscal 2026, non-employee directors received the following amounts in connection with their services to the Company in their capacity as directors:\n\nFiscal 2026 Fees and Equity Awards(1)\n\nAnnual Amount\n(US$)(2)\n\nChair - Cash\n\n$161,415 (C$225,000)\n\nBoard Member - Cash\n\n$107,610 (C$150,000)\n\nAnnual Equity Grant - Chair - RSUs\n\n$161,415 (C$225,000)\n\nAnnual Equity Grant - Non-Chair Board Member - RSUs\n\n$107,610 (C$150,000)\n\nCommittee Chair - Cash\n\n$21,522 (C$30,000)\n\nCommittee Member - Cash\n\n$10,761 (C$15,000)\n\nNotes:\n\n(1)\nThe RSUs generally vest in four equal quarterly installments, beginning on the last trading day of the first quarter after such RSUs are granted.\n\n(2)\nFiscal 2026 Board payments were converted to US$ using the average exchange rate of C$1.00 = US$0.7174, as set forth above under “Executive Compensation—Currency Conversion” in this Item 11. These payments are expected to be made by July 10, 2026.\n\nDirector Compensation in Fiscal 2026\n\nName\n\nFees Earned or Paid in Cash($)(1)\n\nStock Awards\n($)(2)\n\nTotal\n($)\n\nDavid Lazzarato\n\n$182,937\n\n$164,462\n\n$347,399\n\nTheresa Yanofsky\n\n$139,893\n\n$109,641\n\n$249,534\n\nM. Shan Atkins\n\n$116,218\n\n$70,804\n\n$187,023\n\nJoseph Bayern\n\n$75,631\n\n$51,190\n\n$126,821\n\nWilly Kruh (former director)(3)\n\n$73,707\n\n$109,641\n\n$183,349\n\nNotes:\n\n(1)\nThis column reflects the following amounts earned or paid during Fiscal 2026: (i) a cash retainer for Board service and (ii) cash retainers for serving as a committee member, a committee Chair or Chair of the Board. Payments were converted to US$ using the average exchange rate of C$1.00 = US$0.7174, as set forth above under “Executive Compensation—Currency Conversion” in this Item 11.\n\n(2)\nThe amounts in this column represent the aggregate grant date fair value of the relevant award(s) presented, as determined in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” See Note 21 of the consolidated financial statements included in this Comprehensive Form 10-K, regarding assumptions underlying valuation of equity awards.\n\n(3)\nMr. Kruh resigned from the Board effective October 10, 2025. The amounts reported reflect compensation earned for his service as a director through the effective date of his resignation.\n\n219"}