J. Kermit Anderson
About J. Kermit Anderson
Independent director of Adial Pharmaceuticals since February 2015; age 74; currently Class III director standing for re‑election in 2024 with a term to 2027 if re‑elected . He is VP and CFO at Cumberland Development Co. (family office investing across minerals exploration, life sciences, real estate) since 2007, with 40+ years in finance, planning, GAAP reporting, and corporate development roles at Massey Energy, AMVEST, and Cumberland Resources, including work on company sales and startups; BS‑BA from West Virginia University (1972) . The Board has determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cumberland Development Co. | VP & Chief Financial Officer | Since 2007 | Oversees investments across minerals exploration, life sciences, and real estate for a family office |
| Massey Energy | Financial/Development roles | Not disclosed | Worked on company sale; startups experience |
| AMVEST | Financial/Development roles | Not disclosed | Startups and expansion into new business area; worked on sale |
| Cumberland Resources Corporation | Financial/Development roles | Not disclosed | Worked on company sale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | No other public company directorships listed for Anderson in the proxy |
| Private/Non‑profit boards | None disclosed | — | No additional board roles disclosed beyond Cumberland Development Co. (private) |
Board Governance
- Committees: Audit Committee member; Compensation Committee chair; not on Nominating & Corporate Governance .
- Independence: Board determined Anderson is independent under Nasdaq and SEC rules; both Audit and Compensation Committees comprise independent directors .
- Attendance: Board held 12 meetings in 2023; each incumbent director attended ≥75% of Board and committee meetings; Audit (3), Compensation (2), Nominating & Corporate Governance (1), Pricing (3) meetings in 2023; all six directors attended the 2023 annual meeting (five in person, one telephonically) .
- Leadership: Lead Independent Director is Kevin Schuyler, who presides over executive sessions and liaises with management .
- Policies: Anti‑hedging and anti‑pledging policy prohibits short sales, hedging and pledging by directors and other covered persons; equity grants are made at regularly scheduled Board meetings with exercise price at the market closing price and time‑based vesting; no grant timing to take advantage of undisclosed information .
- Related‑party oversight: Audit Committee reviews/approves related person transactions per charter and Item 404; oversees cybersecurity and risk .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 47,000 | — | 12,219 | 59,219 |
Director cash retainer schedule (in effect during 2023):
| Role | Board ($) | Audit Committee ($) | Compensation Committee ($) | Nominating & Governance ($) |
|---|---|---|---|---|
| Chair | 31,200 | 16,000 | 11,000 | 8,000 |
| Member | 24,000 | 8,000 | 6,000 | 4,000 |
Performance Compensation
| Grant/Status | Type | Shares | Exercise Price | Vesting | Fair Value/Notes |
|---|---|---|---|---|---|
| Mar 25, 2024 director grant | Stock options | 12,000 | $1.35 | Vests over 3 years | Annual director grant; uniform program |
| Outstanding at 12/31/2023 | Stock options | 7,823 | — | — | Aggregate outstanding options held by Anderson as of FY‑end |
| 2023 Option awards | Stock options | — | — | — | Fair value recognized: $12,219 |
Performance metrics tied to director pay:
| Compensation Element | Performance Metric | Target | Outcome | Payout Impact |
|---|---|---|---|---|
| Director equity grants (options) | None disclosed (time‑vested only) | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company board interlocks disclosed for Anderson |
Expertise & Qualifications
- Deep finance and corporate development experience across public and private companies, including financial planning/reporting, accounting, forecasting, pricing, GAAP reporting, contract negotiations, and benefits/compensation .
- Extensive transactions background (major sales and acquisitions; startup work at energy companies) .
- Education: BS‑BA, West Virginia University (1972) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| J. Kermit Anderson | 9,790 | <1% | Includes options to purchase 9,790 shares that will vest within 60 days of Sep 26, 2024; total option grants to purchase 19,823 shares . Company policy prohibits hedging and pledging of company stock by directors . |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit Committee, providing pay oversight and financial governance ; robust anti‑hedging/pledging policy ; Board operates with lead independent director and executive sessions ; directors met attendance thresholds and were engaged at the annual meeting ; Audit Committee actively oversees risk, internal control, independence of auditors, and related‑party transactions .
- Alignment: Receives a mix of cash fees and time‑vested options; 2024 option grant of 12,000 aligns director incentives with shareholders over a three‑year vesting horizon . Beneficial ownership is modest (<1%), which may temper “skin‑in‑the‑game” signals .
- Watch‑items: No performance metrics tied to director compensation (options are time‑vested) ; modest personal holdings relative to float . Company has related‑party transactions with other insiders (e.g., consultancy and services involving Tony Goodman/Keswick; Purnovate/Adovate option and sale with former CEO William Stilley), though these are overseen and disclosed; none specifically link to Anderson .
- Policy safeguards: Executive clawback policy for incentive compensation in case of accounting restatement; positive governance signal even though targeted to executives .
RED FLAGS: None specific to Anderson disclosed (no pledging permitted; no related‑party transactions involving Anderson disclosed; attendance thresholds met) .