0001140361-24-042191 | DEF 14A | XBRL Viewer

Pay vs Performance Disclosure - USD ($)

1 Months Ended

11 Months Ended

12 Months Ended

May 31, 2021

Apr. 30, 2021

May 31, 2024

May 31, 2023

May 31, 2022

May 31, 2021

May 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our PEO and to our other non-PEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. For time-based RSU awards, fair value is calculated using the closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price. For PSU awards, the same valuation methodology as RSU awards is used to calculate fair value except year-end and vesting date values are multiplied by the probability of achievement as of each such date. The estimated probability of achievement was 100% for the Synergy PSUs and HEXO PSUs The awards described in the Compensation Discussion & Analysis section under “2024 EBITDA PSU Awards” granted during Fiscal Year 2024 did not have a fair value for purposes of ASC 718 on the grant date or as the last day of Fiscal Year 2024 due to the three-year cumulative performance targets not having been set during Fiscal Year 2024. Therefore, there is no corresponding amount for the 2024 EBITDA PSU Awards included in the Pay Versus Performance Table or the tables in the footnotes to the Pay Versus Performance table below. See footnote 2 to the Summary Compensation Table for a discussion of the value of the 2024 EBITDA PSU Awards based on the value of a share of Company common stock as of the date of grant. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.


	Current PEO²		Prior PEO²		Average of Non-PEO NEOs³		Value of $100 Initial Investment Based On:		Net Income (Loss)¹⁰ ($000)	Adjusted EBITDA¹¹ ($000)
Fiscal Year¹	SCT Total Compensation⁴	Compensation Actually Paid^{5 13}	SCT Total Compensation⁴	Compensation Actually Paid⁶	SCT Total Compensation⁴	Compensation Actually Paid^{7 13}	Cumulative TSR⁸	Peer Group TSR⁹
2024	$10,142,971	$11,153,152	$0	$0	$2,061,804	$2,224,106	$21.79	$35.58	($222,404)	$60,465
2023	$15,656,584	$6,053,926	$0	$0	$2,371,929	$994,995	$10.68	$25.91	($1,443,000)	$61,479
2022	$19,456,767	$5,599,894	$0	$0	$2,755,870	$957,950	$26.56	$47.89	($434,132)	$48,047
2021	$13,683,998	$16,536,484	$6,458,729	$7,535,144	$2,208,882	$3,475,621	$97.31	$120.91	($336,014)	$40,771
2020	$0	$0	$1,907,812	($7,205,882)	$1,394,132	$431,435	$48.22	$90.06	($100,833)	$5,845¹²

(1)

In accordance with the transitional relief under the SEC rules, only three fiscal years ending May 31^stof information is required as this is the Company’s first fiscal year of disclosure under Item 402(v) of Regulation S-K, with an additional year added in each of the two subsequent years of compliance. Fiscal year 2021 was a five-month transition period (January 1, 2021 to May 31, 2021) due to the change in the Company’s fiscal year-end. For 2020, the reportable year was January 1, 2020 to December 31, 2020.

(2)	In fiscal year 2021, the PEOs included Irwin Simon (Current PEO) and Brendan Kennedy (Prior PEO). Mr. Simon served as the Company’s PEO for fiscal year 2022, 2023, and 2024. Mr. Kennedy served as the Company’s PEO in fiscal year 2020.

(3)	The non-PEO NEOs for the applicable fiscal years were as follows:

2024: Carl Merton (CFO), Denise Faltischek (Head of International and Chief Strategy Officer), Roger Savell (Chief Administrative Officer), and Mitchell Gendel (Global General Counsel and Corporate Secretary

2023: Carl Merton (CFO), Denise Faltischek (Head of International and Chief Strategy Officer), Roger Savell (Chief Administrative Officer), and Mitchell Gendel (Global General Counsel and Corporate Secretary

2022: Carl Merton (CFO), Denise Faltischek (Head of International and Chief Strategy Officer), James Meiers (Head of Canada), and Mitchell Gendel (Global General Counsel and Corporate Secretary

2021: Carl Merton (CFO), Denise Faltischek (Head of International and Chief Strategy Officer), James Meiers (Head of Canada), Michael Krutech (Former CFO), Jon Levin (Former COO), and Andrew Pucher (Former Chief Corporate Development Officer)

2020: Michael Kruteck (Former CFO), Jon Levin (Former COO), Mark Castaneda (Former CFO & Treasurer), Edward Wood Pastorius, Jr. (Former Chief Revenue Officer), Andrew Pucher (Former Chief Corporate Development Officer), and Kathryn Dickson (President, Manitoba Harvest USA, LLC).

(4)	The values in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) as stated in the Company’s past proxy filings for the corresponding fiscal year. See the footnotes to the applicable SCT for further detail regarding the amounts in this column.

(5)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our Current PEO during 2021, 2022, 2023, and 2024:


Adjustments to Determine Compensation “Actually Paid” for Current PEO	SCT Total Compensation⁴	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2024	$10,142,971	$4,547,501	$4,241,192	$0	$329,737	$986,753	$0	$0	1,010,181
2023	$15,656,584	$9,249,999	$4,363,700	$0	($4,328,895)	($387,465)	$0	$0	($9,602,659)
2022	$19,456,767	$17,599,962	$6,142,756	$0	$0	($2,399,666)	$0	$0	($13,856,872)
2021	$13,683,998	$0	$0	$0	$0	$2,852,486	$0	$0	$2,852,486

(6)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our Prior PEO during fiscal years 2020 and 2021:


Adjustments to Determine Compensation “Actually Paid” for Prior PEO	SCT Total Compensation⁴	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2021	$6,458,729	$0	$0	$0	$0	1,076,415	$0	$0	$1,076,415
2020	$1,907,812	$934,401	$916,645	$0	($4,086,941)	($5,008,998)	$0	$0	($9,113,695)

(7)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at the average compensation “actually paid” to our Non-PEO NEOs during each of the reportable years:


Adjustments to Determine Compensation “Actually Paid” for Current PEO	SCT Total Compensation Of Average of Non-PEO NE	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2024	$2,061,804	850,870	793,558	$0	$45,740	$173,875	$0	$0	$162,302
2023	$2,371,929	$1,270,317	$599,274	$0	($629,633)	($76,258)	$0	$0	($1,376,934)
2022	$2,755,870	$2,294,777	$752,084	$0	$0	($255,227)	$0	$0	($1,797,920)
2021	$2,208,882	$0	$0	$0	$0	$1,266,739	$0	$0	$1,266,739
2020	$1,394,132	$950,676	$878,066	$0	($204,937)	($685,150)	$0	$0	($962,697)

(8)	Total shareholder return is calculated for each fiscal year based on a fixed investment of $100 from the day before the beginning of the earliest period reported in the table (December 30, 2020) through the end of each applicable year, assuming reinvestment of dividends.

(9)	Horizons Marijuana Life Sciences Index is the peer group index selected by the Company for this purpose and for purposes of the Stock Performance Graph in our Annual Report.

(10)	The dollar amounts reported represents the amount of net income (loss) reflected in the Company's audited financial statements for the applicable year or period.

(11)	The Company has identified Adjusted EBITDA as the Company-selected measure for this pay versus performance disclosure, as it represents the most significant financial performance measure used to link compensation actually paid to the PEOs and Non-PEO NEOs

to the Company's performance in fiscal year 2024. The Adjusted EBITDA for all years except the year ended May 31, 2024 and the year ended May 31, 2020 includes an adjustment for lease expenses. Please see “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 for a reconciliation of such non-GAAP Measures to the most directly comparable GAAP financial measures

(12)	Represents Aphria Inc.’s Adjusted EBITDA for the year ended May 31, 2020, presented in USD and according to US GAAP.

(13)

The “2024 EBITDA PSU Awards” as described in the Compensation Discussion & Analysis section are not included because there was no change in fair value as of the end of Fiscal Year 2024 based upon the probable outcome of the performance conditions as of the last day of Fiscal Year 2024. There was no grant date fair value for purposes of ASC 718 due to the three-year cumulative performance targets not having been set during Fiscal Year 2024.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(2)	In fiscal year 2021, the PEOs included Irwin Simon (Current PEO) and Brendan Kennedy (Prior PEO). Mr. Simon served as the Company’s PEO for fiscal year 2022, 2023, and 2024. Mr. Kennedy served as the Company’s PEO in fiscal year 2020.

(3)	The non-PEO NEOs for the applicable fiscal years were as follows:

2022: Carl Merton (CFO), Denise Faltischek (Head of International and Chief Strategy Officer), James Meiers (Head of Canada), and Mitchell Gendel (Global General Counsel and Corporate Secretary

Peer Group Issuers, Footnote

(9)	Horizons Marijuana Life Sciences Index is the peer group index selected by the Company for this purpose and for purposes of the Stock Performance Graph in our Annual Report.

Adjustment To PEO Compensation, Footnote

(5)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our Current PEO during 2021, 2022, 2023, and 2024:


Adjustments to Determine Compensation “Actually Paid” for Current PEO	SCT Total Compensation⁴	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2024	$10,142,971	$4,547,501	$4,241,192	$0	$329,737	$986,753	$0	$0	1,010,181
2023	$15,656,584	$9,249,999	$4,363,700	$0	($4,328,895)	($387,465)	$0	$0	($9,602,659)
2022	$19,456,767	$17,599,962	$6,142,756	$0	$0	($2,399,666)	$0	$0	($13,856,872)
2021	$13,683,998	$0	$0	$0	$0	$2,852,486	$0	$0	$2,852,486

(6)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our Prior PEO during fiscal years 2020 and 2021:


Adjustments to Determine Compensation “Actually Paid” for Prior PEO	SCT Total Compensation⁴	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2021	$6,458,729	$0	$0	$0	$0	1,076,415	$0	$0	$1,076,415
2020	$1,907,812	$934,401	$916,645	$0	($4,086,941)	($5,008,998)	$0	$0	($9,113,695)

Non-PEO NEO Average Total Compensation Amount

$ 2,061,804

$ 2,371,929

$ 2,755,870

$ 2,208,882

$ 1,394,132

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,224,106

994,995

957,950

3,475,621

431,435

Adjustment to Non-PEO NEO Compensation Footnote

(7)	The following table sets forth the adjustments made during each fiscal year presented in the Pay Versus Performance Table to arrive at the average compensation “actually paid” to our Non-PEO NEOs during each of the reportable years:


Adjustments to Determine Compensation “Actually Paid” for Current PEO	SCT Total Compensation Of Average of Non-PEO NE	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT	Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End	Increase for Fair Value of Awards Granted during the year that Vest during year	Increase/ deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	Increase/ deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year	Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation	Total Adjustments to SCT Total Compensation
2024	$2,061,804	850,870	793,558	$0	$45,740	$173,875	$0	$0	$162,302
2023	$2,371,929	$1,270,317	$599,274	$0	($629,633)	($76,258)	$0	$0	($1,376,934)
2022	$2,755,870	$2,294,777	$752,084	$0	$0	($255,227)	$0	$0	($1,797,920)
2021	$2,208,882	$0	$0	$0	$0	$1,266,739	$0	$0	$1,266,739
2020	$1,394,132	$950,676	$878,066	$0	($204,937)	($685,150)	$0	$0	($962,697)

Compensation Actually Paid vs. Total Shareholder Return

Narrative Disclosure of the Relationship between Financial Performance Measures

The graphs below compare the compensation actually paid to our Current PEO and Prior PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) Peer Group TSR, (iii) our Net Income, and (iv) our Adjusted EBITDA, in each case, for all reportable years.

Compensation Actually Paid vs. Net Income

Narrative Disclosure of the Relationship between Financial Performance Measures

Compensation Actually Paid vs. Company Selected Measure

Narrative Disclosure of the Relationship between Financial Performance Measures

Total Shareholder Return Vs Peer Group

Narrative Disclosure of the Relationship between Financial Performance Measures

Tabular List, Table

Financial Performance Measures

As described in greater detail above in the “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The metrics that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to our performance are as follows:


	Adjusted EBITDA
	Consolidated Net Revenue

Total Shareholder Return Amount

$ 21.79

10.68

26.56

97.31

48.22

Peer Group Total Shareholder Return Amount

35.58

25.91

47.89

120.91

90.06

Net Income (Loss)

$ (222,404,000)

$ (1,443,000,000)

$ (434,132,000)

$ (336,014,000)

$ (100,833,000)

Company Selected Measure Amount

60,465,000

61,479,000

48,047,000

40,771,000

5,845,000

PEO Name

Irwin Simon

Brendan Kennedy

Irwin Simon

Brendan Kennedy

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Non-GAAP Measure Description

(11)	The Company has identified Adjusted EBITDA as the Company-selected measure for this pay versus performance disclosure, as it represents the most significant financial performance measure used to link compensation actually paid to the PEOs and Non-PEO NEOs

Measure:: 2

Pay vs Performance Disclosure

Name

Consolidated Net Revenue

EBITDA PSU Awards Change in Fair Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

EBITDA PSU Awards Grant Date Fair Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Irwin Simon [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

10,142,971

$ 15,656,584

$ 19,456,767

$ 13,683,998

$ 0

PEO Actually Paid Compensation Amount

11,153,152

6,053,926

5,599,894

16,536,484

Brendan Kennedy [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

6,458,729

1,907,812

PEO Actually Paid Compensation Amount

7,535,144

(7,205,882)

PEO | Irwin Simon [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,010,181

(9,602,659)

(13,856,872)

2,852,486

PEO | Irwin Simon [Member] | Amounts Reported under the "Stock Awards" and "Option Awards" Column in the SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,547,501)

(9,249,999)

(17,599,962)

PEO | Irwin Simon [Member] | Fair Value of Awards Granted During the Year that Remain Unvested as of Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

4,241,192

4,363,700

6,142,756

PEO | Irwin Simon [Member] | Fair Value of Awards Granted During the Year that Vest During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Irwin Simon [Member] | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

329,737

(4,328,895)

PEO | Irwin Simon [Member] | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

986,753

(387,465)

(2,399,666)

2,852,486

PEO | Irwin Simon [Member] | Fair Value of Awards Granted Prior to Year that were Forfeited or Modified During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Irwin Simon [Member] | Dividends or Other Earnings Paid on Stock Awards Prior to Vesting Date Not Otherwise Included in Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Brendan Kennedy [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,076,415

(9,113,695)

PEO | Brendan Kennedy [Member] | Amounts Reported under the "Stock Awards" and "Option Awards" Column in the SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(934,401)

PEO | Brendan Kennedy [Member] | Fair Value of Awards Granted During the Year that Remain Unvested as of Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

916,645

PEO | Brendan Kennedy [Member] | Fair Value of Awards Granted During the Year that Vest During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Brendan Kennedy [Member] | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,086,941)

PEO | Brendan Kennedy [Member] | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,076,415

(5,008,998)

PEO | Brendan Kennedy [Member] | Fair Value of Awards Granted Prior to Year that were Forfeited or Modified During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Brendan Kennedy [Member] | Dividends or Other Earnings Paid on Stock Awards Prior to Vesting Date Not Otherwise Included in Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Non-PEO NEO

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

162,302

(1,376,934)

(1,797,920)

1,266,739

(962,697)

Non-PEO NEO | Amounts Reported under the "Stock Awards" and "Option Awards" Column in the SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(850,870)

(1,270,317)

(2,294,777)

(950,676)

Non-PEO NEO | Fair Value of Awards Granted During the Year that Remain Unvested as of Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

793,558

599,274

752,084

878,066

Non-PEO NEO | Fair Value of Awards Granted During the Year that Vest During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Non-PEO NEO | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

45,740

(629,633)

(204,937)

Non-PEO NEO | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

173,875

(76,258)

(255,227)

1,266,739

(685,150)

Non-PEO NEO | Fair Value of Awards Granted Prior to Year that were Forfeited or Modified During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Non-PEO NEO | Dividends or Other Earnings Paid on Stock Awards Prior to Vesting Date Not Otherwise Included in Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	May 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	May 31, 2024
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	Practices Related to the Grant of Equity Awards Under the Company’s practices, the approval of long-term equity incentive compensation for the Company’s regular annual equity awards (including stock options and RSU and PSU grants to our NEOs) is typically made on or about July 30^th each year, after the filing of the company’s Annual Report on Form 10-K. Neither the Board nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During Fiscal Year 2024, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any company Form 8-K that disclosed any material non-public information.
Award Timing Method	Under the Company’s practices, the approval of long-term equity incentive compensation for the Company’s regular annual equity awards (including stock options and RSU and PSU grants to our NEOs) is typically made on or about July 30^th each year, after the filing of the company’s Annual Report on Form 10-K.
Award Timing Predetermined	true
Award Timing MNPI Considered	false
Award Timing, How MNPI Considered	Neither the Board nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value	false

Cover	12 Months Ended
Cover	May 31, 2024
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Tilray Brands, Inc.
Entity Central Index Key	0001731348

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