You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of Tilray, Inc. (the “Company”) to be held on November 22, 2021, at 11:00 a.m. EST. In light of the ongoing public health crisis caused by the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Our Board of Directors (the “Board”) urges you to read the accompanying Proxy Statement and recommends that you vote “FOR”:

The Board appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voter instruction form.

If you have any questions, or need any assistance in voting your shares, please call 866-232-3037 toll-free in the U.S. and Canada or 720-358-3640 for international callers.

WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.

Thank you for your interest and investment in Tilray, Inc.

The Annual Meeting of Stockholders of Tilray, Inc. (the “Company”) will be held on November 22, 2021, at 11:00 a.m. EST. In light of the ongoing public health crisis caused by the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2021. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.

The Annual Meeting will take place for the following purposes:

On or about September 24, 2021, we will mail to our stockholders of record at the close of business on September 24, 2021, the record date for our Annual Meeting, an Important Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended May 31, 2021 (the “Annual Report”) on the Internet and also how to vote their shares via the Internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report.

Only stockholders of record at the close of business on September 24, 2021, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. At the Annual Meeting, you will be provided with the opportunity to ask questions.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice Regarding the Internet Availability of Proxy Materials or to the question on page 5 of the accompanying Proxy Statement entitled “How do I vote by proxy?”

The Annual Meeting of Stockholders (“Annual Meeting”) of Tilray, Inc. (the “Company”) will be held on Monday, November 22, 2021, at 11:00 a.m. EST. In light of the ongoing public health crisis caused by the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/TLRY2021. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.

At the Annual Meeting, stockholders will be asked to elect nine nominees for director, approve the non-binding advisory resolution on the named executive officer compensation; and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022. Management will also respond to questions from stockholders.

Our principal executive offices are located at 655 Madison Avenue, Suite 1900, New York, New York, and our telephone number is (844) 845-7291. When used in this Proxy Statement, the terms “we,” “us,” “our,” and “the Company” mean Tilray, Inc. and its businesses and subsidiaries.

As we have previously disclosed, on December 15, 2020, we and Aphria Inc. (“Aphria”) entered into an Arrangement Agreement (as amended, the “Arrangement Agreement”), pursuant to which we acquired all of the issued and outstanding common shares of Aphria pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Ontario Business Corporations Act (the “Business Combination”). The Business Combination transaction closed on April 30, 2021. The Business Combination was structured as a reverse acquisition pursuant to which we were the legal acquirer and Aphria was the acquirer for accounting purposes. Aphria’s historical financial statements became our historical financial statements.

Under the terms of the Arrangement Agreement, on April 30, 2021, each outstanding share of Aphria common share (the “Aphria Shares”) outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) was transferred to us in exchange for 0.8381 of a share (the “Exchange Ratio”) of Common Stock (as defined below). In the aggregate, Aphria shareholders received 266,804,667 shares of Common Stock (the “Consideration Shares”).

In addition, at the Effective Time, (i) all Aphria equity awards granted under Aphria’s equity compensation plans (the “Aphria Plans”) as of the Effective Time were assumed and exchanged into corresponding awards with respect to the Common Stock, with the number of shares underlying such awards (and the exercise prices of such awards, in the case of options) adjusted based on an exchange ratio of .8300, (ii) all of the warrants to acquire Aphria Shares issued in 2016, to the extent not exercised as of the Effective Time, were exchanged into warrants to

acquire shares of Common Stock after adjustments to reflect the terms of the Business Combination, and (iii) all remaining warrants to acquire Aphria Shares remained outstanding and became exercisable, in accordance with their respective terms, for Common Stock, after adjustments to reflect the terms of the Business Combination.

Specifically, at the Effective Time, (i) each outstanding option to purchase Aphria Shares (each, an “Aphria Option”) issued pursuant to the Aphria Plans, to the extent it had not been exercised as of the Effective Time, was exchanged for a stock option (each, a “Replacement Option”) to purchase a number of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Option immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock) for an exercise price per share of Common Stock (rounded up to the nearest whole cent) equal to the exercise price per share of such Aphria Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places; (ii) each restricted share unit issued under the Aphria Plans (each, an “Aphria RSU”) to the extent it had not been exercised as of the Effective Time, was exchanged for a restricted stock unit of Tilray (each, a “Replacement RSU”) in respect of a number of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria RSU immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock); and (iii) each deferred share unit of Aphria issued pursuant to the Aphria Plans (each, an “Aphria DSU”), to the extent it had not been exercised as of the Effective Time, was exchanged for a deferred share unit of Tilray (the “Replacement DSUs”) in respect of a number of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria DSU immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock). The terms, conditions and manner of exercise and other terms and conditions of each of the Replacement Options, the Replacement RSUs, and the Replacement DSUs are the same as the terms and conditions of the respective Aphria Options, Aphria RSUs or Aphria DSUs for which they were exchanged, except that such Replacement Options, Replacement RSUs and Replacement DSUs are governed by the terms and conditions of the Tilray, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Tilray Plan”).

At the Effective Time, the Replacement Options, Replacements RSUs and Replacement DSUs were convertible into aggregate of 6,461,092 shares of Common Stock. Additional details about the foregoing is available in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 8-K filed with the SEC on May 4,2021.

No. As of the close of trading on April 30, 2021, Aphria, acting pursuant to authorization from its board of directors, voluntarily withdrew the listing of the Aphria Common Shares from the Nasdaq Global Select Market.

The Arrangement Agreement and related documents provided that, after completion of the Business Combination, our Board of Directors would consist of nine (9) Board members. Our current Board is comprised of seven Aphria board members (Irwin D. Simon, Renah Persofsky, Jodi Butts, John M. Herhalt, David Hopkinson, Tom Looney and Walter Robb) and two of our existing Board members, being Brendan Kennedy and David Clanachan.

As a result, our stockholders did not previously have the opportunity to vote on electing all our directors. For this reason, our Board determined that rather than carrying forward the terms of the Board members pursuant to the Arrangement Agreement, our stockholders should have the ability to vote on each of our nine (9) directors at the upcoming Annual Meeting.

The Board is divided into three classes (I, II, and III) of directors. In connection with the appointment of the director nominees for the Annual Meeting, and to ensure that the Board consists of three classes divided evenly, Mr. Kennedy, who currently serves as a Class III director, has been nominated as a Class I director by the Nominating and Governance Committee of the Board (the “Nominating Committee”).

Following completion of the Business Combination, we reconstituted our senior management team with executives from Aphria and our existing management. Our current leadership team provides a strong foundation to accelerate our growth and capitalize on the Business Combination’s many benefits. Our management team is complemented of experienced operators, cannabis industry experts, PhD scientists, horticulturists, and extraction specialists, all of whom apply the latest scientific knowledge and technology to deliver quality-controlled, rigorously tested cannabis products on a large scale.

On the Effective Time, we changed our fiscal year from a year ending December 31 to a year ending May 31, to conform our fiscal year end to that of Aphria. For this reason, this proxy statement relates to both the calendar year ended December 31, 2020 and for the fiscal year ended May 31, 2021. A record of our business activities for the twelve-month period ending December 31, 2020 and for our new fiscal year ended May 31, 2021 is contained in our 2020 Annual Report on Form 10-K and 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

This will be our first annual meeting of stockholders since completion of the Business Combination. On behalf of the Board of Directors, management and all of our employees, we welcome those of you who have joined us as Tilray stockholders and we appreciate your continuing loyalty and support.

At the annual meeting of stockholders held on May 28, 2020, our stockholders approved a proposal that the Board submit a separate resolution on the compensation of its named executive officers to Tilray’s stockholders for an advisory vote every two years in its proxy materials. For this reason, the Board is submitting Proposal 2 (to approve, the non-binding advisory resolution, on the named executive officer compensation). The next required vote on the frequency of stockholder votes on the compensation of Tilray’s named executive officers would be at the 2023 Annual Meeting of Stockholders of Tilray, unless presented by the Board earlier.

In connection with its solicitation of proxies for use at our Annual Meeting, our Board (i) has made these materials available to you via the Internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. Only stockholders of record at the close of business on September 24, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting. On this record date, there were 460,432,582 of Class 2 common stock (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record of our Common Stock at the close of business on the Record Date for our Annual Meeting, you are invited to attend the virtual Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.

We believe that a virtual meeting will provide expanded stockholder access and participation, improved communications, as well as additional safeguards for health and safety in light of developments related to COVID-19. You will be able to join the Annual Meeting and vote and submit questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2021 and using the 16-digit control number included on the Important Notice of Internet Availability of Proxy Materials (Notice), on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are making this Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report for the fiscal year ended May 31, 2021 (“Annual Report and, together with this Proxy Statement, the “Proxy Materials”) available to stockholders electronically via the Internet. Stockholders will be able to access the Proxy Materials on the website referred to in the Notice or request to receive printed copies of the Proxy Materials and a proxy card. Instructions on how to access the Proxy Materials via the Internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We believe that this electronic process expedites your receipt of the Proxy Materials and reduces the cost and environmental impact of printing Proxy Materials for our Annual Meeting.

On or about September 24, 2021, stockholders of record and beneficial owners of our Common Stock at the close of business on the Record Date will be sent a Notice instructing them as to how to receive their Proxy Materials via the Internet. The Proxy Materials will be available on the Internet as of September 24, 2021.

Beginning September 24, 2021, you can access the Proxy Materials and vote your shares online at www.proxyvote.com. The Proxy Materials are also available on our own website (https:www.tilray.com).

If you prefer to receive paper copies of the Proxy Materials and a proxy card, you may still do so. You may request printed materials by (i) calling 800-579-1639 ; (ii) sending an email to sendmaterial@proxyvote.com ; or (iii) logging onto www.proxyvote.com using the credentials provided on your Notice or proxy card.

A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, in person or by proxy, of stockholders representing the holders of one-third of the voting power of the outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 460,432,582 shares of our Common Stock outstanding - each entitled to one vote at the Annual Meeting - meaning that 153,477,527 shares of Common Stock must be represented in person or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes and proxies received but marked “ABSTAIN” will be counted.

You are voting on proposals to:

The Board recommends that you vote:

You may vote “For” all the nominees, “Withhold All” or you may “Withhold” your vote for any nominee to the Board you specify. For the non-binding advisory resolutions, you may vote “For” or “Against” or abstain from voting. For the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

If you are a stockholder of record, you may vote by “virtually” attending the Annual Meeting (via the following link: www.virtualshareholdermeeting.com/TLRY2021), vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, these proxy materials along with a voting instruction form are being provided by that organization rather than Tilray. Follow the voting instructions in such instruction form to ensure that your vote is counted. To vote by “virtually” attending the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

If you are a stockholder of record and do not vote by completing your proxy card, through the internet or by “virtually” attending the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both nominees for director, “For” the approval of the non-binding advisory resolution on the named executive officer compensation, and “For” the ratification of selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for its fiscal year ending May 31, 2022. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, you should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Each participant should ensure strong Wi-Fi or other internet connection.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:

Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.

If you own your shares in street name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy.

Yes. If you are the stockholder of record of the shares, you will have the opportunity to vote in person when you attend the virtual Annual Meeting online by visiting https://www.virtualshareholdermeeting.com/TLRY2021. In order to vote during the Annual Meeting, you will use the 16-digit control number included on the Notice, on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. However, since a beneficial owner holding shares in street name is not the stockholder of record, if you are such a beneficial owner of shares, you may not vote your shares in person at the virtual Annual Meeting unless you obtain a legal proxy from the broker or other intermediary that holds your shares giving you the right to vote the shares at the Annual Meeting. Please provide the legal proxy information once you log into the Annual Meeting.

Broadridge has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

Your proxy will still be effective and will be voted at the adjourned or postponed Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.

We will report the final voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. The Form 8-K will be available on the SEC’s website, www.sec.gov, as well as on our own website, https://investor.wholeearthbrands.com/sec-filings.

Our Board is soliciting your vote.

Under rules adopted by the SEC, we are furnishing Proxy Materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On or about September 24, 2021, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) an Important Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the Internet.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise.

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Tilray’s Board of Directors is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board presently has nine members and is divided into three classes (I, II, and III) of directors. In connection with the appointment of the director nominee for the Annual Meeting, see “How did the Board composition change as a result of the Business Combination?” above for additional details. If elected at the Annual Meeting, each of these nominees would serve until either the 2022, 2023 or 2024 annual meeting of our stockholders and until her or his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. All of our Board members, who were then current members of Tilray’s Board, attended our 2020 Annual Meeting of stockholders.

Each of the director nominees is willing and able to stand for election at the Annual Meeting, and we know of no reason why any of the nominees would be unable to serve as a director. Should such a situation arise, however, the Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board.

The biography of each of the nine director nominees is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director in light of our business and structure. Each of the director nominees listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields as well as strong moral character and diversity in terms of viewpoint as well as age, ethnicity and gender. Our Board believes that these strong backgrounds and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas.

To guide the operation and direction of the Board and its committees, our Board has established charters for its standing committees and our Code of Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the rules and listing standards of the Nasdaq, the rules and regulations of the SEC and other legal requirements. These materials are available on our website – https://ir.tilray.com/corporate-governance/governance-overview.

These materials are also available in print free of charge to stockholders, upon written request to Tilray, Inc., Investor Relations, 655 Madison Avenue, Suite 1900, New York, New York. Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in Delaware law, the rules and listing standards of the Nasdaq, the rules and regulations of the SEC, and the rules and regulations under the Internal Revenue Code of 1986, as amended (the “Code”), as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted.

Our Board has determined that each of Ms. Renah Persofsky, Ms. Jodi Butts, Mr. David Clanachan, Mr. John M. Herhalt, Mr. David Hopkinson, Mr. Tom Looney and Mr. Walter Robb is independent under the listing rules of the Nasdaq Global Select Market.

Our Board has also determined that Mr. Simon and Mr. Kennedy are not independent under the listing rules of the Nasdaq Global Select Market.

Our Board is currently chaired by our President and Chief Executive Officer, Mr. Simon.

The Company believes that combining the positions of Chief Executive Officer and Board Chair helps to ensure that the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of Chief Executive Officer and Board Chair provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes that a combined Chief Executive Officer/Board Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a Board Chair with an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer) as compared to a relatively less informed independent Board Chair. In addition, the Board believes that it is best served by having a separate independent director (currently Ms. Persofsky) serve as the Company’s Vice Chair to facilitate strong communication and coordination between management and the independent members of the Board.

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

With respect to cybersecurity risk oversight, our Board of Directors and our Audit Committee receive periodic reports from the appropriate managers on the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to these periodic reports, our Board of Directors and our Audit Committee receive updates from management as to changes to the Company’s cybersecurity risk profile or significant newly identified risks.

The Board met 15 times during the 12-months ended May 31, 2021. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which she or he served or held during the portion of Fiscal Year 2021 for which she or he was a director or committee member.

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership as of May 31, 2021 and meeting information for Fiscal Year 2021 for each of the applicable Board committees.

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board conducts an annual assessment of the independence of each member of our Board, taking into consideration all relationships between the Company and/or our officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such other criteria as our Board may determine from time to time.

Our Board has determined that each of Renah Persofsky, Jodi Butts, David Clanachan, John Herhalt, David Hopkinson, Tom Looney, and Walter Robb qualifies as “independent” as defined under the applicable Nasdaq rules.

The Board monitors its compliance with Nasdaq requirements for director independence on an ongoing basis, including through an annual review of director questionnaires and consideration of transactions and relationships between each director or any member of his or her immediate family and the Company as well as other relevant facts and circumstances. The Board and the Nominating and Corporate Governance Committee considered the

directors’ responses to a questionnaire asking about their relationships with the Company (and their immediate family members’ relationships with the Company) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors.

Stockholders and other interested parties who wish to communicate directly with any member of our Board, or our non-management directors as a group, may do so by writing to the Board or Non-Management Directors. Historically, the Company has not provided a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. The Company believes its responsiveness to stockholder communications to the Board has been very good. The Board has authorized the office of our Legal Department to collect the information and investigate the matter as appropriate based on the nature of the matter. The Legal Department is required to promptly forward a copy of each complaint to the Audit Committee. The Legal Department also has the ability to bring the complaint to the attention of the Company’s full Board of Directors, Chief Executive Officer, Chief Financial Officer or any other party that the Legal Department deems necessary or appropriate. The Legal Department has the ability to investigate any such complaints and can hire outside advisors such as lawyers, accountants and auditors to conduct procedures under the direction of the Audit Committee.

The Board values the input of the stockholders who engaged with us on these important matters, and believes that the changes enhance stockholder rights, provide increased accountability of the Company and our Board to our stockholders, and give us an opportunity to further demonstrate our values and commitment to advancing diversity, equity and inclusion.

The following is a summary of transactions for the fiscal year ended May 31, 2021 in which Tilray was a participant, in which:

The Company has an agreement with Leafly providing for data licensing activities. During the year ended May 31, 2021, the operational expenses incurred in connection with Leafly were less than $120,000.

The Company pays Docklight a royalty fee pursuant to a brand licensing agreement which provides the Company with exclusive rights in Canada for the use of certain adult-use brands. During the year ended May 31, 2021 the royalty fees paid to Docklight were equal to $125,000.

The Company has joint venture arrangements with a 50% ownership and voting interest in each of Fluent and Cannfections. See Note 13 (Interest in equity investees) in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 for additional details.

In July 2018, Tilray adopted a formal written policy that Tilray’s executive officers, directors, key employees, holders of more than 5% of any class of Tilray’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related-party transaction with Tilray without the prior consent of Tilray’s Audit Committee, or other independent body of Tilray’s Board in the event it is inappropriate for Tilray’s Audit Committee to review such transaction due to a conflict of interest. Any request for Tilray to enter into a transaction with an executive officer, director, principal stockholder or any of their

immediate family members or affiliates in which the amount involved exceeds $120,000 will be required to first be presented to Tilray’s Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, Tilray’s Audit Committee will consider the relevant facts and circumstances available and deemed relevant to Tilray’s Audit Committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-party’s interest in the transaction.

We maintain a Code of Conduct, which has been approved by our Board, to ensure that our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer, understand the basic principles that govern our corporate conduct. The Code of Conduct is available on our website - https://ir.tilray.com/corporate-governance/governance-overview.

A stockholder may request a copy of the Code of Conduct by contacting our Corporate Secretary at 655 Madison Avenue, Suite 1900, New York, New York.

Any waivers or substantive amendments of the Code of Conduct will be publicly disclosed.

The Board met 15 times in the 12-months ended May 31, 2021. In 2021, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of our Board on which the director served (during the periods that he or she served).

Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities, provided that the full Board will meet at least four times per year. In addition, directors are expected to use reasonable efforts to attend the Annual Meeting of Stockholders.

In addition, non-employee directors frequently meet in executive sessions without management in conjunction with each regularly scheduled Board meeting. The Company’s Vice Chair has the primary responsibility to preside over these sessions of the Board. The current Vice Chair is Renah Persofsky.

Our Board currently has standing Audit, Compensation and Nominating and Corporate Governance Committees. All of the members of these committee meet the applicable independence requirements of the Nasdaq and the SEC. Our Board has the ability to establish special committees, if necessary.

Each of our standing committees is governed by a written charter, which is subject to annual review by each respective committee and approval by the Board. Committee charters are available on our website https://ir.tilray.com/corporate-governance/governance-overview.

As of May 31, 2021, our committee membership was as follows:

Our Audit Committee met 11 times in the 12-months ended May 31, 2021. Our Audit Committee currently consists of Messrs. Clanachan, Herhalt, Looney and Robb, with Mr. Herhalt serving as the Chair. Our Board has determined each member of our Audit Committee to be independent under the listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit Committee is Mr. Herhalt. Our Board has determined that each of John Herhalt and Walter Robb is an “Audit Committee financial expert” within the meaning of SEC regulations. Our Board has also determined that each member of our Audit Committee has the requisite

financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their current and prior employment. . The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our Audit Committee include:

The Audit Committee Report can be found on page 54 of this Proxy Statement.

Our Compensation Committee met 8 times in the 12-months ended May 31, 2021. Our Compensation Committee is comprised of Messrs. Hopkinson, Looney and Robb, with Mr. Robb, serving as chair. We have affirmatively determined that each member of the Compensation Committee qualifies as independent under Nasdaq rules, including the additional independence standards for members of a Compensation Committee, and that each qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code.

The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans and programs and to review and determine the level of compensation to be paid to our executive officers and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

Typically, the Compensation Committee meets at least semiannually and with greater frequency if necessary and appropriate. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with management.

From time to time, various members of management and other employees as well as external advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in-camera, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation advisors and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.

The Compensation Committee has direct responsibility for the oversight of the work of external advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, external compensation advisors to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, an external compensation advisor, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

Pursuant to its charter, the Compensation Committee has sole authority to retain or obtain advice from any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the compensation and other terms and conditions of retention. Semler Brossy Consulting Group (“Semler Brossy”) served as the Compensation Committee’s independent compensation consultant in 2021. The Compensation Committee retained Semler Brossy to assist with the development of a peer group against which to evaluate our executive compensation levels and our proposed equity compensation program. Semler Brossy provided advice or assistance only with respect to executive compensation. For additional information regarding the services provided by Semler Brossy, please see the Compensation Discussion & Analysis section.

In 2021, Semler Brossy and its affiliates did not provide additional services to the Company other than at the request of the Compensation Committee. The Compensation Committee determined that Semler Brossy is independent, and there is no conflict of interest resulting from retaining Semler Brossy during 2021. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and the Nasdaq listing standards.

The Compensation Committee Report can be found on page 39 of this Proxy Statement.

The Nominating and Corporate Governance Committee met 5 times in the 12-months ended May 31, 2021. Our Nominating and Corporate Governance Committee is comprised of Ms. Butts, Ms. Persofsky and Mr. Hopkinson, with Ms. Persofsky serving as Chair. We have affirmatively determined that each member of the Nominating and Corporate Governance Committee qualifies as independent under Nasdaq rules. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.

Specific responsibilities of our Nominating and Corporate Governance Committee include:

The Board believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Board retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee, if it deems appropriate, will use a professional search firm to compile a list of potential candidates. The Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 655 Madison Avenue 19^th Floor New York, New York 10065. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of the Company’s stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

There were no Compensation Committee interlocks in respect of the fiscal year ended May 31, 2021.

Our non-employee directors are entitled to receive compensation for their service consisting of annual cash retainers and equity awards, as described below. Our Board may revise the policy as it deems necessary or appropriate. On June 21, 2021, following the Business Combination and in connection with the appointment of the new non-employee directors, the Compensation Committee revised the non-employee director compensation policy.

Cash Compensation. Effective May 1, 2021, all non-employee directors are entitled to receive the following annual cash compensation:

Equity Compensation. On June 21, 2021, all non-employee directors were granted a one-time equity award equal to $200,000 in RSUs in connection with their initial election or appointment to the Board as a non-employee director, subject to three (3) year equal and ratable vesting, assuming continued Board service for such period. In addition, each director is granted an annual RSU grant for Class 2 Common Stock with a total value of $200,000, subject to 100% “cliff” vesting on the earlier of the (i) one (1) year anniversary of such grant date or (ii) next annual stockholder meeting, assuming continued Board service for such period. No equity awards were granted during Fiscal Year 2021.

The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2021.

The following table sets forth information with respect to the beneficial ownership of our capital stock as of September 15, 2021, by:

The percentage of shares beneficially owned shown in the table is based on shares of Common Stock outstanding as of September 15, 2021. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including stock options or warrants that are exercisable within 60 days of September 15, 2021 or restricted stock units that will vest within 60 days of September 15, 2021. Our shares of Common Stock issuable pursuant to stock options, warrants or restricted stock units are deemed outstanding for computing the percentage of the person holding such options and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Tilray, Inc., 655 Madison Avenue, 19^th Floor, New York, NY 10065.

Section 16(a) of the Exchange Act requires our directors, executive officers and persons beneficially holding more than 10% of our Common Stock to file with the SEC reports of their ownership of our Common Stock and any changes in that ownership. To our knowledge, all of these filing requirements were timely satisfied in Fiscal Year 2021. In making this statement, we have relied upon the written representations of our directors and executive officers and copies of reports that have been filed with the SEC.

This compensation discussion and analysis (“CD&A”) describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee from January 1, 2021 through May 31, 2021 (the “Fiscal Year 2021”) including actions taken by the Compensation Committee following completion of the Business Combination, which closed on April 30, 2021 (the “Effective Time”). It also focuses on the Company’s compensation programs following completion of the Business Combination and the current and anticipated compensation programs of the Company following its merger with Aphria (the Company after completion of the Business Combination is referred to throughout this CD&A as “New Tilray”). The purpose of the CD&A is to provide stockholders with an understanding of the Company’s compensation philosophy and objective as well as an overview of the analysis that the Compensation Committee performed in setting New Tilray’s executive compensation.

Because New Tilray was the legal acquirer of Aphria, the compensation of Former Executives (as defined below) of Tilray for periods prior to the Business Combination is discussed and analyzed. The compensation of New Tilray Leadership (as defined below) is also discussed and analyzed for periods subsequent to the Effective Time. In addition, we provide a discussion and analysis of the New Tilray executive compensation programs going forward, which reflect the decisions made by New Tilray’s Compensation Committee.

Our named executive officers (“NEOs”), consist of all persons, including before and after completion of the Business Combination, who served as (i) our Chief Executive Officer or Chief Financial Officer from the Fiscal Year 2021; (ii) the next three most highly compensated executive officers who were serving as of May 31, 2021; and (iii) two additional individuals for whom disclosure would have been made but for the fact that the individual was not serving as an executive officer of the Company on May 31, 2021. We experienced a number of leadership transitions in the Fiscal Year 2021 due to the Business Combination, as more fully described in this CD&A below, and therefore the following eight current and former executive officers are our NEOs for the Fiscal Year 2021:

During the Fiscal Year 2021, the Company announced a number of changes to our leadership team.

Effective May 1, 2021, Irwin Simon became our President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”) following the resignation of our former President and Chief Executive Officer, Brendan Kennedy.

Andrew Pucher, Jon Levin and Michael Kruteck separated from the Company, effective March 31, 2021, April 30, 2021 and May 6, 2021, respectively. Each of their respective roles was assumed by other executives within the Company (including the New Tilray Leadership), reflecting the Board’s commitment to succession planning. See “Potential Payments Upon Termination or Change of Control” following this CD&A for more information concerning the separation payments and benefits paid or payable to Messrs. Pucher, Kruteck and Levin.

Additionally, during the Fiscal Year 2021, seven new independent directors were elected to the Board. The Board’s standing committees were also re-constituted during the Fiscal Year 2021, and the Board elected new independent Chairs for the Audit, Compensation, and the Nominating and Governance Committees. Mr. Kennedy became a non-employee director of New Tilray following the closing of the Business Combination.

In 2020, the Company did not engage any independent compensation consultant to assist in executive compensation determinations. In preparation for the consummation of the Business Combination which resulted in a reverse acquisition of Tilray by Aphria, the Aphria Compensation Committee consulted with a new independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), beginning in March 2021. Semler Brossy provided advisory services to the Compensation Committee after the Effective Time. The Compensation Committee assessed the independence of Semler Brossy prior to its engagement and determined that its work for the Compensation Committee would not raise any conflict of interest. See “Role of Compensation Consultant” for additional detail regarding Semler Brossy’s role.

The Compensation Committee of our Board has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each NEO’s compensation. Our compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our stockholders with our ability to attract and retain talented executives. Our compensation approach is tied to our key strategic initiatives following the Business Combination and anticipated growth and the current performance goals are set with the objectives of increasing our revenues and EBITDA; increasing our market share in applicable geographic regions; and advancing our product development, thereby, increasing stockholder value. Our executive compensation program is based on four guiding principles. We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance-based contingent payments, in the proportions that we believe achieve these four guiding principles:

An important element of our compensation philosophy is to provide our NEOs with compensation packages that are competitive with the compensation offered to executives in comparable positions in cannabis, biotech/pharmaceuticals, and consumer-packaged goods companies of similar size and operating in similar geographies in order to attract dynamic and innovative executives to lead our strategic initiatives. As such, the Compensation Committee utilizes and relies significantly on a competitive market analysis when determining the size, components and mix of our NEOs’ compensation packages.

In December 2020, the Company and Aphria entered into the Arrangement Agreement; the transactions which were contemplated in the Business Combination Agreement were consummated on April 30, 2021. During this transition period, the Compensation Committee (prior to the time it was re-constituted) did not set any incentive or compensation targets for those executives who were terminated or changed roles in connection with the Business Combination. The separation terms of the Former Executives are described below.

With respect to the New Tilray Leadership at the Effective Time, their existing employment agreements with Aphria were assumed and continued in effect until new, superseding employment agreements, which are described below, were entered into in July 2021.

Pursuant to the terms of the Business Combination, all outstanding equity awards under the Aphria Omnibus Long-Term Incentive Plan immediately prior to the Effective Time were assumed and exchanged into either an option to acquire a number of shares of Company Class 2 Common Stock (“Option”) or a right pursuant to a restricted stock unit or a deferred stock unit to receive shares of Company Class 2 Common Stock upon settlement (“RSU”), as applicable, equal to the product of (x) the number of Aphria shares subject to such Option or RSU immediately prior to the Effective Time multiplied by (y) 0.8300 (the “Exchange Ratio”), for a total of 6,461,092

shares of Class 2 Common Stock (the “Exchanged Awards”). The Options have a per share exercise price equal to (A) the per share exercise price applicable to such option prior to the Effective Time divided by the Exchange Ratio. In addition, in its discretion, the Compensation Committee determined that in order to align the treatment of outstanding Tilray equity awards held by the Former Executives, which were fully accelerated as a result of the Business Combination, assumed and exchanged awards held by the Tilray New Leadership were accelerated in August 2021.

Following the Business Combination, the Company’s annual compensation consists of the following principal components: (a) base salary, (b) eligibility for an annual cash incentive payment and (c) long-term equity incentive compensation.

In March 2021, the Aphria Compensation Committee, in preparation for compensation matters that might need to be considered as a result of the Business Combination, engaged Semler Brossy to complete a comprehensive review of the Company’s executive compensation peer group and pay levels and aid in the transition of our compensation programs for New Tilray following the completion of the Business Combination. In May 2021, the Compensation Committee appointed Semler Brossy to advise on executive compensation matters given its expertise in the cannabis and biotechnology industry and its knowledge on our peer companies. Semler Brossy has continued to provide advice on our compensation programs and practices and our executive compensation decisions.

The total fees paid to Semler Brossy for the Fiscal Year 2021 were $281,267. During the Fiscal Year 2021, the Compensation Committee reviewed the fees provided to Semler Brossy relative to its revenue, services provided by Semler Brossy to the Company, the relationships between Semler Brossy and its consultants and the Company and its executives, and other factors relating to Semler Brossy’s independence, and concluded that Semler Brossy is independent within the meaning of Nasdaq rules and that its engagement did not present any conflict of interest.

Semler Brossy’s compensation advisory services included the following:

All other analyses related to executive compensation for the Fiscal Year 2021 were conducted internally. Internal analyses included gathering and analyzing data and reviewing and advising on principal aspects of executive compensation. Base salaries, equity awards, and bonuses for executive officers were among the items reviewed based on market data provided by Semler Brossy.

Semler Brossy’s review allowed the Compensation Committee to evaluate both the overall fairness and effectiveness of the Company’s approach to executive compensation and, the need to adjust the critical elements of the executive compensation package (i.e., base salary, short-term and long-term incentives).

Semler Brossy completed their initial assessment of the peer group analysis and the executive compensation program between March and June 2021and provided its respective recommendations to the Compensation Committee at those times. The Compensation Committee intends to continue to assess the Company’s executive and director compensation programs through the market analysis and other services provided by Semler Brossy.

The Compensation Committee reviews and approves all compensation decisions relating to our executives, including our NEOs, and oversees and administers our executive compensation programs and initiatives. Our compensation program is designed to attract and retain talented employees, to motivate them to achieve our key financial, operational, and strategic goals, and to reward them for superior performance. Assuming we continue to meet our corporate, operational and research milestones, add to our senior management team, and progress toward commercialization of additional products, we expect that the overall philosophy and the specific direction, emphasis, and various components of our executive compensation program will evolve. Following completion of the Business Combination, the objectives of the compensation program included:

In consultation with Semler Brossy, the review of the Fiscal Year 2021 peer group appropriately balanced the following four relevant spectrums:

It was important to the Compensation Committee that the peer group reflect high revenue growth companies. The Compensation Committee engaged Semler Brossy in March 2021 to compare broader industry pay practices for similarly sized public, cannabis and biotechnology companies with revenue from $473 million at the 25^th percentile to $1.734 billion at the 75% percentile and a market cap > $2.5 billion to $50 billion.

The ultimate outcome of this peer group review with Semler Brossy’s assistance and guidance was the creation of the following 18-company peer group in Spring 2021 for purposes of determining the compensation arrangements for the New Tilray Leadership:

As the cannabis industry and our business evolves and matures, the Compensation Committee will continue to evaluate the appropriateness of each peer annually and make any necessary changes.

Our executive compensation program has historically consisted of three principal components: base salary, annual cash incentive payments (together with base salary, “total cash compensation”), and long-term equity incentive compensation. The long-term equity incentive compensation has consisted primarily of restricted stock units, and historically stock options, which vest over time if the executive remains employed with the Company. We also provide our NEOs with certain other benefits including severance and change-of-control benefits, the ability to participate in our 401(k) plan and other employee benefit plans that are generally available to all other eligible employees.

In reviewing our senior executive compensation, the Compensation Committee considers data regarding the competitive market for senior executive talent. For Fiscal Year 2021, at the Compensation Committee’s request, Semler Brossy provided a competitive assessment of the compensation practices at companies with which the Company competes for senior executive talent. The 2021 assessment included information regarding total compensation packages at companies engaged in similar business activities (cannabis industry peers) and, for more general reference, an index of total compensation packages at other applicable primarily publicly-traded U.S. companies (general industry), all as described above. Relevant comparisons among executives at these companies are identified and are then compared to the comparable executive at Tilray.

The Compensation Committee does not evaluate total compensation amounts for any senior executive based on a specific benchmark or percentile positioning. Rather, the Compensation Committee considers the compensation levels from the competitive assessment as one factor in determining the total compensation amount for each senior executive. For senior executives other than our President and CEO, Mr. Simon, the 2021 assessment considered multiple reference points of relevant market data; and for Mr. Simon, the Committee considered the full range of market data from our industry and similarly sized peers. In addition to market data, the Compensation Committee considered numerous other factors when making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and his or her length of time in the role.

The Compensation Committee believes that the following features of performance-based bonus and equity programs appropriately incentivize the creation of long-term shareholder value while discouraging behavior that could lead to excessive risk:

The total cash compensation of our executive compensation program has served a two-fold purpose. Base salaries are intended to provide financial stability, and predictability and security of compensation for our NEOs for fulfilling their core job responsibilities, while the annual cash performance bonus is intended to incentivize and reward the achievement of predetermined corporate objectives that are aligned with our strategic plan as well as individual performance.

Adjustments in total cash compensation targets may then be made based on factors such as an executive’s duties and responsibilities and his or her position in the Company, an executive’s individual contributions, as well as management’s financial forecasts for the upcoming year.

The Company adjusted base salaries for the New Tilray Leadership in July 2021, retroactive to May 1, 2021.

In determining the base salary levels for each of Mr. Simon, Mr. Merton, Ms. Faltischek and Mr. Meiers in connection with their continued employment following the Business Combination, the Compensation Committee considered the significant increase in responsibility of these executives post-Business Combination, their respective relevant experience and achievements and the level of compensation of our peer group companies and other survey data and individual negotiations with each executive.

The following table sets forth, for each NEO, the annualized base salary for the Fiscal Year:

In recognition of each NEO’s exceptional efforts and in consideration of their unique and significant contributions to Aphria and its transformation that resulted in the Business Combination, the Compensation Committee in July 2021 awarded Mr. Simon a one-time cash retention bonus of $10,000,000, and awarded a one-time cash retention bonus of $850,000 to each of Ms. Faltischek and Mr. Meiers, and $800,000 to Mr. Merton (collectively, Mr. Simon’s and the NEOs’ bonuses are referred to as the “Transformation Bonuses”). Mr. Simon’s Transformation Bonus is subject to pro-rated clawback in the event he voluntarily resigns without “good reason” (as that term is defined in his employment agreement, other than in the event of his or her death or disability) prior to December 31, 2022.

We offer our NEOs the opportunity to earn annual cash bonuses that are intended to compensate them for achieving short-term company and individual performance goals. Our Compensation Committee establishes the target bonuses of our NEOs, which are evaluated from time to time.

Each NEO’s target annual bonus is typically expressed as a percentage of base salary. For the Fiscal Year 2021, no performance goals were evaluated because Mr. Kruteck and Mr. Levin received a pro rata portion of the target bonus in connection with their termination as shown below. Mr. Kennedy received three times (3x) his target bonus as severance pursuant to the terms of his employment agreement. Mr. Pucher did not receive an annual bonus payment based on the terms of his severance agreement:

In connection with the Business Combination and the combined financial performance of New Tilray for Fiscal Year 2021, our Compensation Committee reviewed the achievement of the applicable target bonus percentages for each New Tilray Leadership executive. Specifically, the Compensation Committee evaluated the extent to which the Company achieved the following financial and discretionary metrics: consolidated net revenue; consolidated EBITDA; the Company’s market share in key geographic locations; and revenue from new product innovations. The Compensation Committee approved the following annual bonus payments based on its evaluation of their services performed for Aphria in 2021, as set forth in the table below under the heading “Bonus.”

We use long-term equity-based compensation to incentivize and retain our executive officers by linking their awards to our long-term financial performance. We believe that these long-term incentives motivate our executive officers to grow revenues and earnings, enhance stockholder value and align their interests with those of our stockholders. We typically award long-term equity-based compensation with restricted stock units that vest over time so long as the executive remains employed with the Company.

The Compensation Committee determines the size of equity award grants after considering the following factors:

The Compensation Committee does not take into consideration an executive’s aggregate equity holdings or equity carrying value in determining annual long-term equity incentive awards.

As a result of the timing of the Business Combination, no equity awards were granted by the Compensation Committee under the 2018 Equity Plan to our NEOs during the Fiscal Year 2021.

In July 2021, the Compensation Committee awarded the New Tilray Leadership an equity staking grant in connection with certain executive officers assuming greater leadership role and responsibilities related to key corporate activities (the “Staking Grants”). The Staking Grants are composed of three different restricted stock unit (“RSU”) awards as further described below. Each RSU represents a contingent right to receive one (1) share of Tilray, Inc. Class 2 Common Stock.

As a result, all of the Staking Grants are intended to be long-term incentive awards tied to challenging financial performance targets, stock price appreciation goals, and continued employment of the New Tilray Leadership.

For 2021, both new hire and annual RSU awards vest in tranches over two years with 50% of the shares subject to the awards generally vesting one year from the vesting commencement date and the remaining 50% of shares vesting on the second anniversary of the grant date. Restricted stock units provide long-term incentive compensation that has greater retention value as compared to stock options in a flat or down market while minimizing earnings dilution.

Severance and Change of Control Benefits. Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to our executive agreements with our NEOs. The terms of executive agreements are described in more detail below in the sections entitled “Employment, Severance and Change of Control Benefits.” The Compensation Committee believes these agreements are an essential element of our executive compensation program and assist the Compensation Committee in recruiting and retaining talented executives. The Compensation Committee also believes these benefits serve to minimize the distractions to the executive, reduce the risk that the executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential Business Combination, rather than worrying about how business decisions that may be in our best interest and the interests of our stockholders will impact his or her own financial security. Further, these agreements are in line with customary practices at an executive level at our peer companies.

Other Benefits. We believe that establishing a competitive benefit package consistent with companies with which we compete for employees is an important factor in attracting and retaining talented employees. Thus, we provide our NEOs with employee benefits on the same basis as offered to our full time non-executive employees, including health and dental insurance, supplemental life insurance, short-term and long-term disability, and a 401(k) plan.

The Company’s stock ownership guidelines require that each named executive officer own a significant equity stake in the Company during their employment. The Compensation Committee believes that stock ownership by senior managers strengthens their commitment to the future of the Company and further aligns their interests with those of our shareholders. The Board believes that it is in the best interests of the Company and its shareholders to align the economic interests of the Company’s senior executives and independent directors with those of the shareholders. To achieve this, the Compensation Committee has recommended, and the Board has adopted, a minimum share ownership policy applicable to all of the senior executives and the independent directors of the Company. Each senior executive and the independent directors are expected to establish over a period of five years, ownership of a prescribed number of Common Shares, which have a value which is equivalent to the following multiples of the senior executive’s base salary or, in the case of an independent director, the base annual cash retainer paid to such independent director by the Company and subsequently maintain such minimum ownership position for the duration of their tenure:

The level of ownership is expected to be satisfied by each officer or director within five years after first becoming subject to these guidelines. Once the officer’s or director’s level of ownership satisfies the applicable guideline, such ownership levels are expected to be maintained for as long as the officer or director remains in their role with the Company. In the event of an increase in an officer’s base salary or a director’s base annual cash retainer, such individual will have five years from the time of the increase to acquire any additional Common Shares required to meet these guidelines if necessary.

Committee considers input from senior management in making determinations regarding the overall executive compensation program and the individual compensation of the named executive officers. As part of the Company’s annual planning process, the CEO and CFO develop targets for the Company’s incentive compensation programs and present them to the Compensation Committee. These targets are reviewed by the Compensation Committee to ensure alignment with the Company’s strategic and annual operating plans, taking into account the targeted year-over-year improvement as well as identified opportunities and risks. Based on performance appraisals, including an assessment of the achievement of pre-established financial and individual “key performance indicators,” the CEO recommends to the Compensation Committee cash and long-term incentive award levels for the Company’s other executive officers. Each year, the CEO presents to the Compensation Committee his evaluation of each executive officer’s contribution and performance over the past year, and strengths and development needs and actions for each of the executive officers. The Compensation Committee exercises its discretionary authority and makes the final decisions regarding the form of awards, targets, award opportunities and payout value of awards. No executive officer directly participates in discussions relating to his or her own compensation.

Our Compensation Committee currently consists of Mr. Robb, Mr. Hopkinson, and Mr. Looney. No member of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers serve, or have served during the last year, as a member of the Board, Compensation Committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

The Compensation Committee of the Board of Directors of the Company is composed entirely of non-employee directors, each of whom has been determined, in the Board’s business judgment, to be independent. The Compensation Committee is responsible for oversight and review of the Company’s compensation and benefit plans.

The CD&A is management’s report on the Company’s compensation programs and, among other things, describes material elements of compensation paid to the President and Chief Executive Officer and the other NEOs. The Compensation Committee has reviewed and discussed the CD&A, as required by Item 402(b) of Regulation S-K, with the management of the Company. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on July 28, 2021.

The following table presents all of the compensation paid or awarded to or earned by our NEOs during calendar years 2018, 2019 and 2020 and Fiscal Year 2021 (January 1, 2021 to May 31, 2021). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

The following table shows for Fiscal Year 2021, certain information regarding grants of plan-based awards, to the following named executive officers:

The Company provides for annual cash bonus awards to reward named executive officers for performance in the fiscal year. For more information regarding our annual performance bonus cash awards, please see the section of the CD&A titled “Annual Performance Bonus Plan and Fiscal Year 2021 Payments (New Tilray Leadership Team and Former Executives).”

Consistent with its practices for awarding restricted stock units described in the CD&A above, the Compensation Committee approved equity compensation awards in the form restricted stock units to each of the named executive officers listed in the table above. For more information regarding our equity compensation awards, please refer the section of the CD&A titled “Equity Incentive Compensation.” In addition, the named executive officers’ equity compensation awards may, under certain circumstances, be subject to accelerated vesting in the event of a change of control and termination. For more information regarding the accelerated vesting provisions and treatment of the equity compensation awards in the event of a change of control, refer to the sections titled “Severance and Change of Control Benefits” and “Potential Payments Upon Termination or Change of Control.”

The following table shows certain information regarding outstanding equity awards at Fiscal Year 2021-end for the NEOs. Prior to April 30, 2021, the New Tilray Leadership held equity awards of shares of Aphria that were exchanged into shares of Tilray in connection with the completion of the Business Combination, as further described above. Exchanged Awards are designated as “APH Ex” in the column labeled “Type” below.