James W. Newman, Jr.
About James W. Newman, Jr.
James W. Newman, Jr. (age 81) has served as an independent director of Adial Pharmaceuticals since September 2014; he brings a strong business background as Founder, Chairman, and President of Medical Predictive Science Corporation (MPSC) and as the sole owner and manager of Newman Company, a real estate firm, along with early-stage investments in healthcare IT and biotech; he holds a B.A. from Upsala College (1968) . He is deemed independent under Nasdaq rules and sits on the Audit and Compensation Committees; his current term, if re-elected at the 2024 Annual Meeting, runs to 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Predictive Science Corporation (MPSC) | Founder, Chairman, President | Since April 2013 | Led commercialization of HeRO neonatal monitoring system (sold in 20+ countries) |
| Newman Company (real estate) | Management; Sole Owner | Since 1980; ongoing | Long-standing operator and investor across real estate |
| Medical Automation Systems (acquired by Alere in 2011) | Early-stage investor | Mid-1990s–2011 (investment period) | Backed point-of-care IT; successful exit via 2011 acquisition |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Medical Predictive Science Corporation (MPSC) | Medical device | Founder/Chairman/President | No (private) |
| Newman Company | Real estate | Owner/Manager | No (private) |
No other public company directorships disclosed for Mr. Newman .
Board Governance
- Board class/tenure: Class III director; served since 2014; standing for election at the 2024 Annual Meeting; term to 2027 if re-elected .
- Independence: Board determined Newman is independent under SEC/Nasdaq standards; he serves on fully independent Audit and Compensation Committees .
- Committee assignments:
- Audit Committee: Member; chair is Kevin Schuyler; all members independent; responsibilities include oversight of financial reporting, internal controls, cybersecurity risk, related-party transactions; Schuyler designated audit committee financial expert .
- Compensation Committee: Member; chair is J. Kermit Anderson; all members independent; responsibilities include CEO/NEO pay, equity plans, director compensation .
- Attendance and engagement:
- Board met 12 times in FY2023; Audit met 3, Compensation 2, Nominating & Corporate Governance 1, Pricing 3; each incumbent director attended ≥75% of meetings; all six directors attended the 2023 Annual Meeting (five in person, one telephonically) .
- Lead Independent Director: Kevin Schuyler leads executive sessions and liaison with management .
- Anti-hedging/pledging: Company policy prohibits short sales, hedging, and pledging of company stock for all directors and employees, strengthening alignment .
Fixed Compensation
| Component | FY2023 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,000 | Board/committee cash retainer received in 2023 |
| Option Awards (Grant-date Fair Value) | $12,219 | Prior option awards; fair value per ASC 718 |
| Total | $56,219 | Sum of cash fees and option award value |
Director cash compensation schedule (Board-approved structure; in effect during 2023):
| Role | Board Cash Retainer | 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
| Award Type | Grant Date | Shares/Units | Exercise/Strike Price | Vesting | Fair Value/Notes |
|---|---|---|---|---|---|
| Stock Options | Mar 25, 2024 | 12,000 | $1.35 per share | Vests over 3 years | Annual director grant timing practice; valued at market close on grant date per policy |
| Stock Options | Prior grants outstanding (as of Dec 31, 2023) | 7,823 options outstanding | Various | Time-based vesting (legacy awards) | Included in 2023 option award fair value |
No director performance metrics (e.g., TSR or EBITDA targets) are disclosed for director compensation; equity awards vest on time-based schedules . Company-wide clawback policy permits recovery of incentive-based pay upon accounting restatement; applies to executive officers, not specifically to directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Newman .
- Private/company-affiliated holdings and vehicles with ADIL positions: Virga Ventures, LLC; Newman GST Trust FBO James W. Newman Jr; Ivy Cottage Group, LLC; Rountop Limited Partnership, LLP; Roth IRA; direct holdings; daughter’s account (Courtney Newman) .
- Shared directorships/committee roles at competitors/suppliers/customers: None disclosed –.
Expertise & Qualifications
- Strategic and financial experience across life sciences, medical devices, and real estate; early-stage investor and operator (MPSC; Medical Automation Systems) .
- Education: B.A., Upsala College (1968) .
- Board qualification emphasis: Strategic, business, and financial acumen; selected for broad understanding of issues faced by companies like Adial .
Equity Ownership
| Holder/Vehicle | Common Shares | Warrants (Count x Exercise Price) | Options (Exercisable within 60 days of 9/26/2024) | Notes |
|---|---|---|---|---|
| Virga Ventures, LLC | 6,117 | 216 x $0.13; 198 x $190.86 | — | Mr. Newman is sole member |
| Newman GST Trust FBO James W. Newman Jr | 1,646 | 94 x $190.86 | — | Mr. Newman is Trustee |
| Ivy Cottage Group, LLC | 2,008 | 47 x $190.86 | — | Mr. Newman is general partner/controller via Virga Ventures |
| Rountop Limited Partnership, LLP | 1,379 | 108 x $0.13; 28 x $190.86 | — | Mr. Newman is general partner/controller via Virga Ventures |
| Roth IRA (benefit of Mr. Newman) | 1,385 | — | — | Personal retirement account |
| Direct (Mr. Newman) | 800 | — | — | Personal holding |
| Courtney Newman (daughter) | 200 | — | — | Family account |
| Stock Options (aggregate) | — | — | 9,790 options vesting within 60 days (part of 19,823 total grants) | Option vesting status per record date |
| Total Beneficial Ownership | 24,016 shares | See above | See above | <1% of outstanding shares; ADIL had 6,405,781 shares outstanding on 9/26/2024 |
Anti-hedging/anti-pledging policy prohibits hedging and pledging by directors and insiders .
Governance Assessment
- Committee effectiveness: Newman serves on two key independent committees (Audit and Compensation). Audit responsibilities include oversight of financial reporting, internal controls, and related-party transactions; Compensation oversight includes CEO/NEO pay and equity plans . Participation in both committees is a positive indicator of engagement and governance depth.
- Independence and attendance: Board-confirmed independent; attendance threshold met (≥75%) across Board/committee meetings in 2023; presence at 2023 Annual Meeting indicates engagement .
- Compensation and alignment:
- Mix skews toward cash retainers and time-vested options; 2023 cash fees of $44,000 and option grant fair value of $12,219; new 2024 option grant of 12,000 options at $1.35 vesting over 3 years enhances equity linkage but without disclosed performance conditions .
- Anti-hedging/pledging policy supports alignment; no stock ownership guidelines disclosed for directors .
- Ownership: Beneficial ownership spread across personal, family, and controlled entities totaling 24,016 shares (<1%) plus options and warrants; diversified holding structures are common for long-tenured investors and do not, on their face, indicate conflicts .
- Conflicts/related-party exposure: No related-party transactions involving Newman disclosed; Audit Committee formally reviews and approves related-party transactions; Section 16(a) compliance noted, with only one delinquent filer identified as Bankole Johnson (not Newman) in FY2023 .
- Signals to investors:
- Equity plan amendment increased available shares under the 2017 Equity Incentive Plan from 500,000 to 2,000,000 (approved 11/12/2024), indicating greater reliance on equity incentives company-wide; directors participate via options but no performance-based criteria are disclosed for director awards .
- Continued independent oversight on Audit and Compensation, plus anti-hedging policy, are governance positives – .
RED FLAGS
- None disclosed specific to Mr. Newman: no related-party transactions, no hedging/pledging, no attendance shortfalls, no SEC investigations or legal proceedings adverse to the company involving Newman .