Canopy Growth Corp 8-K, filed Jul 9, 2025
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on July 9, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Termination of Chief Financial Officer
On July 9, 2025, Canopy Growth Corporation (the “Company”) terminated the employment of its Chief Financial Officer, Judy Hong, effective immediately (the “Separation”). Ms. Hong’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. Ms. Hong was terminated “without cause” under the terms of her employment agreement with a wholly owned subsidiary of the Company, dated March 29, 2022 (as amended, the “Hong Employment Agreement”). As previously disclosed, subject to Ms. Hong’s compliance with the terms of the Hong Employment Agreement including Ms. Hong’s entry into a separation, release and waiver of liability, Ms. Hong will be entitled to the payments and benefits provided for by the Hong Employment Agreement following a termination without cause. Ms. Hong will also be entitled to payment of her retention bonus of US$150,000 pursuant to the retention agreement entered into with the Company on August 19, 2024. There are no family relationships between Ms. Hong and any other officer or any of the directors of the Company. There are no transactions in which Ms. Hong has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Appointment of Interim Chief Financial Officer
Effective as of the Separation, the Company appointed its current Vice President, Finance, Thomas Stewart, as the Company’s interim Chief Financial Officer while the Company conducts a search for a permanent Chief Financial Officer.
Thomas Stewart, age 43, has served as the Company’s Vice President, Finance since August 2023, where he is responsible for a wide range of the Company’s finance functions, including external reporting, financial close technical accounting, financial close processes, transactional services, tax, FP&A, commercial finance, and operations finance. Prior to that role, Mr. Stewart served as the Company’s Chief Accounting Officer from April 2019 until August 2023. Prior to joining the Company in April 2019, Mr. Stewart spent over 10 years at Constellation Brands, Inc., where he held a variety of roles within the finance organization, most recently serving as Senior Director, Global Accounting from June 2018 to April 2019. Mr. Stewart started his career at PricewaterhouseCoopers in Rochester, NY and obtained his Bachelor of Science in Accounting from the State University of New York at Geneseo. Mr. Stewart is a Certified Public Accountant in the state of New York and brings a wealth of U.S. GAAP experience to the Company.
There are no arrangements or understandings between Mr. Stewart and any other person pursuant to which he was selected as interim Chief Financial Officer. Mr. Stewart does not have any family relationships with any of the Company’s directors, executive officers, or other person nominated or chosen by the Company to become a director or executive officer. There are no transactions between Mr. Stewart and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with his service as interim Chief Financial Officer, Mr. Stewart entered into an interim offer letter, dated July 9, 2025 (the “Offer Letter”), pursuant to which Mr. Stewart will receive a monthly stipend of an additional US$7,500 per month in addition to his current base salary until the Company selects a permanent Chief Financial Officer. In addition to the monthly stipend, pursuant to the Offer Letter, Mr. Stewart’s fiscal 2026 short-term annual incentive performance bonus will be calculated at 75% of his base salary and monthly stipend combined and will be prorated based on his time in the interim Chief Financial Officer role.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”).
| Item 7.01 | Regulation FD Disclosure. |
On July 9, 2025, the Company issued a press release titled “Canopy Growth Appoints Tom Stewart as Interim Chief Financial Officer,” a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 7.01 disclosure.
The information set forth and incorporated by reference in Item 7.01 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Interim Offer Letter, dated July 9, 2025, between Canopy Growth Corporation and Thomas Stewart. | |
| 99.1 | Press Release, dated July 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CANOPY GROWTH CORPORATION | ||
| By: | /s/ Christelle Gedeon | |
| Christelle Gedeon | ||
| Chief Legal Officer | ||
| Date: July 9, 2025 | ||
Exhibit 10.1
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1 Hershey Drive | |
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(855)558-9333 | |
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invest@canopygrowth.com | |
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www.canopygrowth.com |
July 9, 2025
Thomas Stewart
Employee #: 3990
BY EMAIL
Dear Tom:
Effective July 9, 2025, the Company would like you take on the interim role of Interim, Chief Financial Officer. In exchange for your agreement to act in this role, the Company will pay you a monthly stipend of an additional $7,500 per month over and above your base salary payable in equal instalments. The agreement will be in place until the Company selects a permanent Chief Financial Officer. The Company will provide you with 2 weeks’ notice of the end of the interim assignment.
For further clarity on the monthly stipend payment instalments, payment schedule is outlined below:
| · | Interim work completed between July 9, 2025, to August 9, 2025, will be paid on August 22, 2025 |
| · | Interim work completed between August 10, 2025, to September 9, 2025, will be paid on September 19, 2025 |
| · | Interim work completed between September 10, 2025, to October 9, 2025, will be paid on October 17, 2025 |
Should the interim assignment continue after October, an additional payment schedule will be provided.
In addition to the monthly stipend, the Company will also provide you with the following:
| · | Your FY26 STI plan will be calculated at 75% of your base salary and monthly stipend and prorated based on your time in the temporary interim assignment. |
Please note that except as explicitly changed within this letter, all other terms of your Employment Agreement, as amended by any subsequent amending agreement(s), remain intact. In the event that you do not remain in the interim role, regardless of the reason for the same, you understand and agree that your change from the interim role will not constitute constructive dismissal.
Canopy Growth Corporation would like to take this opportunity to thank-you for your past, present and future contributions!
Regards,
| /s/ Jenny Brewer |
Jenny Brewer
Chief Human Resources Officer
I acknowledge that I have read and understand the terms of employment set out above.
Dated at Avon, NY, this 9th day of July, 2025.
1 Hershey Drive ● Smiths Falls ON ● K7A 0A8 ● +1.613.706-2185 ● www.tweed.com
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1 Hershey Drive | |
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(855)558-9333 | |
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invest@canopygrowth.com | |
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www.canopygrowth.com |
| /s/ Thomas C. Stewart | |
| Signature | |
| Thomas C. Stewart | |
| Please Print Name |
JOB DESCRIPTION
Position: Interim, Chief Financial Officer
| · | Oversee all financial related matters where depth and scope are relative to the size of the company. |
| · | Create financial plans as defined by the board of directors. |
| · | Direct financing strategies, analysis, forecasting and budget management. |
| · | Develop tools and systems to provide critical financial and operational information to the CEO, leadership team, and divisions and make actionable recommendations on both strategy and operations. |
| · | Engage the board audit and investment committees around issues, trends, and changes in the operating model(s) and operational delivery. |
| · | Oversee accounting operations ensuring compliance with all relevant financial regulations |
| · | Oversee long-term budgetary planning and costs management in alignment with the company’s strategic plan. |
| · | Collaborate with the CEO and Board of Directors on Corporate Governance |
| · | Manage investor relations, including earnings calls |
| · | Mentor and develop the finance team, managing work allocation, training, problem resolution, and the building of an effective team dynamic. |
| · | Guide larger, cross-functional teams outside of direct span of control within the main program areas |
| · | Act as an advisor and support to leadership in strategy formulation, development and execution. |
| · | Monitor alignment of country strategy with overall Canopy corporate objectives and strategy. |
| · | Oversee, summarize and conduct analytics to support strategy development and specific targeted acquisitions/strategies. |
| · | Monitor industry developments (internal and external) and report on key insights and feedback. |
| · | Assist in evaluating individual acquisitions and "build out" initiatives to ensure alignment to strategy and develop tactical options for implementation. |
| · | Provide oversight to the IT team and ensure IT initiatives support business objectives, drive efficiency, and enhance security. |
| · | Assist in identifying key target businesses for investment and/or acquisition. |
| · | Other duties as assigned |
1 Hershey Drive ● Smiths Falls ON ● K7A 0A8 ● +1.613.706-2185 ● www.tweed.com
Exhibit 99.1
Canopy Growth Appoints Tom Stewart as Interim Chief Financial Officer
Appointment reflects the continued execution of Canopy Growth’s FY26 strategy, with a focus on financial discipline, fundamentals, and commercial execution
Mr. Stewart brings over 20 years of operational finance and accounting leadership to the interim CFO role, with deep experience in operations, compliance, and performance management
SMITHS FALLS, ON. July 9, 2025 — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives, today announced the appointment of Tom Stewart as Interim Chief Financial Officer, effective immediately.
Mr. Stewart succeeds Judy Hong, who served as Canopy Growth’s Chief Financial Officer since April 2022. During her tenure, Ms. Hong played a key role in improving the Company’s capital structure and significantly strengthening its financial position. Canopy Growth thanks Ms. Hong for her leadership and support of its strategic vision.
Mr. Stewart is an accomplished finance executive with over 20 years of experience with public companies, including accounting, reporting, FP&A, and operational finance. He joined Canopy Growth in 2019 as Chief Accounting Officer, following 10 years in increasingly senior finance roles at Constellation Brands, Inc. Mr. Stewart began his career at PricewaterhouseCoopers and is a Certified Public Accountant in the state of New York.
Mr. Stewart’s appointment is part of the Company’s continued execution of its Fiscal 2026 strategy, which includes a sharpened focus on operational efficiency, disciplined capital management, and building a sustainable, performance-led business. His background in performance-driven consumer packaged goods finance and accounting makes him well-suited to support Canopy Growth’s financial and operational priorities in this next phase.
“Tom has been a core member of our finance leadership team and is the right person to step into this role at a critical time,” said Luc Mongeau, Chief Executive Officer. “His background brings the right balance of financial rigor and operational insight to support our goals around efficiency, profitability, and long-term value creation.”
“I’m proud to take on this role and support Canopy Growth as we move with purpose into our next phase,” said Tom Stewart. “I believe in the strength of this team and the long-term opportunity in the sector. My focus will be on disciplined execution, fundamentals, and building a strong financial platform as we pursue profitable growth.”
The Company has initiated a formal search for a permanent Chief Financial Officer.
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Contact:
Alex Thomas
Director, Communications
alex.thomas@canopygrowth.com
Tyler Burns
Director, Investor Relations
tyler.burns@canopygrowth.com
About Canopy Growth
Canopy Growth is a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives.
Through an unwavering commitment to consumers, Canopy Growth delivers innovative products from owned and licensed brands including Tweed, 7ACRES, DOJA, Deep Space, and Claybourne, as well as category defining vaporization devices by Storz & Bickel. In addition, Canopy Growth serves medical cannabis patients globally with principal operations in Canada, Europe and Australia.
Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through an unconsolidated, non-controlling interest in Canopy USA, LLC (“Canopy USA”). Canopy USA’s portfolio includes ownership of Acreage Holdings, Inc., a vertically integrated multi-state cannabis operator with operations throughout the U.S. Northeast and Midwest, as well as ownership of Wana Wellness, LLC, The Cima Group, LLC, and Mountain High Products, LLC, a leading North American edibles brand, and majority ownership of Lemurian, Inc. , a California-based producer of high-quality cannabis extracts and clean vape technology.
At Canopy Growth, we’re shaping a future where cannabis is embraced for its potential to enhance well-being and improve lives. With high-quality products, a commitment to responsible use, and a focus on enhancing the communities where we live and work, we’re paving the way for a better understanding of all that cannabis can offer.
For more information visit www.canopygrowth.com.