Kevin Schuyler
About Kevin Schuyler
Kevin Schuyler, CFA, is Adial’s non‑executive Chairman of the Board (since August 2022), Lead Independent Director, and has served as a director since April 2016; age 55 per the proxy’s director table . He is senior managing director at CornerStone Partners (institutional CIO office, ~$13B AUM) and previously worked at McKinsey & Company, Louis Dreyfus Corporation, and The Nature Conservancy; he graduated with honors from Harvard College and holds an MBA from UVA Darden; he is a member of the CFA Society of Washington, DC . The Board has determined he is independent under SEC/Nasdaq rules and is an “audit committee financial expert” per SEC definitions .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Various positions | Prior to 2006 | Strategy/operations experience cited in biography |
| Louis Dreyfus Corporation | Various positions | Prior to 2006 | Global trading/finance exposure |
| The Nature Conservancy | Various positions | Prior to 2006 | Mission-driven organizational experience |
External Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CornerStone Partners (Charlottesville, VA) | Senior Managing Director | Since 2006 | CIO office overseeing ~$13B AUM |
| Twin Vee PowerCats Co. (Nasdaq) | Director | Current | Director; marine OEM; no ADIL linkage disclosed |
| Forza X1, Inc. (Nasdaq) | Director; Audit Committee Chair | Current | Chairs audit committee |
| Sentara Martha Jefferson Hospital | Boards and committees | Current | Community healthcare governance roles |
| Margaret A. Cargill Philanthropies | Investment Committee member | Current | Investment oversight |
| US Endowment for Forestry and Communities; Stone Barns Center | Board/committee roles | Historical disclosures (2023 proxy) | Additional nonprofit governance (prior-year proxy) |
Board Governance
- Board structure and class: Adial’s Board has six directors split into three staggered classes; Schuyler is a Class I director with his term expiring at the 2025 annual meeting per the 2024 proxy’s continuing director table .
- Independence: The Board determined Schuyler is independent under SEC/Nasdaq rules .
- Leadership and committee roles: Non‑executive Chairman; Lead Independent Director; Audit Committee Chair; member of the Nominating & Corporate Governance Committee .
- Financial expertise: Designated “audit committee financial expert” by the Board .
- Attendance: In 2023, the Board met 12 times; Audit (3), Compensation (2), Nominating & Governance (1), Pricing (3). Each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Anti‑hedging/pledging: Policy prohibits short‑term trading, short sales, hedging and pledging by directors and covered persons .
Fixed Compensation
| Component | Amount/Policy | Source/Notes |
|---|---|---|
| Board Chair annual cash retainer | $31,200 | Director fee schedule (effective for 2023) |
| Board member annual cash retainer | $24,000 | Director fee schedule |
| Audit Committee Chair | $16,000 | Director fee schedule |
| Audit Committee Member | $8,000 | Director fee schedule |
| Compensation Committee Chair | $11,000 | Director fee schedule |
| Compensation Committee Member | $6,000 | Director fee schedule |
| Nominating & Governance Chair | $8,000 | Director fee schedule |
| Nominating & Governance Member | $4,000 | Director fee schedule |
| Schuyler – 2023 Cash Fees | $48,000 | Director Compensation Table (FY2023) |
Notes: Cash fees reflect role‑based retainers; Schuyler’s 2023 cash line was $48,000; committee mix and any proration drive variances from nominal schedules .
Performance Compensation
| Grant/Type | Grant Date | Shares/Options (#) | Exercise Price | Vesting | Grant Date FV ($) | Notes |
|---|---|---|---|---|---|---|
| Annual Non‑Employee Director Option | 2023 (FY) | — | — | — | 12,219 | Schuyler’s FY2023 option award value per table |
| Annual Director Option | Mar 25, 2024 | 12,000 | $1.35 | Over 3 years | — | Applies to each non‑employee director (Schuyler included) |
- Plan mechanics: Equity awards under the 2017 Equity Incentive Plan; options are granted at closing market price on grant date; annual grants typically at regular meetings; no formal timing policy to benefit from MNPI .
- Performance metrics: The plan permits performance goals for restricted stock or other equity, but the director awards disclosed are service‑vesting options; no director‑specific performance metrics are disclosed .
- Say‑on‑pay and equity plan authorization: Shareholders approved increasing the 2017 Plan share reserve from 500,000 to 2,000,000 on Nov 12, 2024 .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|---|
| Twin Vee PowerCats Co. | Nasdaq | Director | — | None disclosed with ADIL; Board confirmed independence at ADIL |
| Forza X1, Inc. | Nasdaq | Director | Audit Chair | None disclosed with ADIL; Board confirmed independence at ADIL |
- Related‑party transactions oversight: Audit Committee reviews/approves related‑party transactions under Item 404 policy; apart from items disclosed elsewhere, the proxy notes no related‑party transactions during the two years ended Dec 31, 2023 or the current year as of filing; RPT policy and process detailed .
Expertise & Qualifications
- Capital markets and investment management expertise; designated audit committee financial expert .
- Education: Harvard College (honors), MBA from UVA Darden; CFA Society of Washington, DC member .
- Governance: Prior and current audit chair roles; lead independent director experience .
Equity Ownership
| Item | Value | Detail/Breakdown |
|---|---|---|
| Shares outstanding (record date) | 6,405,781 | As of Sep 26, 2024 |
| Schuyler – total beneficial ownership | 16,888 | <1% of outstanding |
| Ownership footnote details | — | (i) Wife: 121 shares; warrants to acquire 78 shares @ $0.13 and 46 shares @ $190.86; (ii) Kevin William Schuyler 2020 Irrevocable Perpetuities Trust (wife as trustee): warrants to acquire 40 shares @ $0.13 and 345 shares @ $190.86; (iii) MVA 151 Investors, LLC (under Schuyler’s control): 5,768 shares; includes option to purchase 9,790 shares vesting within 60 days of Sep 26, 2024 (part of 19,823 total options) |
- Anti‑pledging/hedging: Company policy prohibits hedging and pledging by directors .
Fixed Compensation (Detail – FY2023 Director Table)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| Kevin Schuyler, MBA, CFA | 48,000 | — | 12,219 | — | — | 60,219 |
Performance Compensation (Detail – Director Options)
| Name | Option Awards Outstanding as of 12/31/2023 (#) | 2024 Annual Option Grant (#) | Exercise Price | Vesting |
|---|---|---|---|---|
| Kevin Schuyler, MBA, CFA | 7,823 | 12,000 | $1.35 | Over 3 years |
Say‑on‑Pay & Shareholder Signals (2024)
| Proposal (Nov 12, 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 528,590 | 215,365 | 15,501 | 2,307,439 |
| Equity Plan Share Reserve Increase | 528,590 | 215,365 | 15,501 | 2,307,439 |
Note: The Board set say‑on‑pay frequency to every three years based on the 2024 advisory vote .
Governance Assessment
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Strengths
- Independent non‑executive Chair and Lead Independent Director; Audit Chair; SEC‑defined audit committee financial expert, supporting oversight of financial reporting, risk, and auditor independence .
- Formal anti‑hedging/anti‑pledging policy enhances alignment and reduces risk of adverse optics from hedging/pledging .
- Documented related‑party transaction review policy at Audit Committee level; proxy indicates no related‑party transactions during the covered periods aside from items disclosed, with process rigor described .
- Board/committee attendance threshold met by all incumbent directors in 2023, indicating engagement; Board held 12 meetings with active committee cadence .
-
Watch items
- Multi‑board and significant outside professional commitments (CornerStone Partners; two public boards) require ongoing monitoring of capacity; however, Board affirms independence and Schuyler’s service includes prior audit chair experience externally .
- Ownership is modest (<1%); though anti‑pledge rules apply and director equity is largely in options with multi‑year vesting, which still aligns incentives to stock performance .
- Director compensation mix for 2023 skews toward cash vs. equity (approx. $48k cash vs. $12.2k option value), a typical structure for micro/small‑cap boards but worth tracking for alignment as equity plan capacity expanded in 2024 .
-
No red flags disclosed regarding: legal proceedings involving directors/officers, or pledging/hedging (prohibited by policy). Related‑party items beyond those disclosed were not reported during the referenced periods; Tony Goodman’s COO services via Keswick are disclosed separately (not Schuyler) .
Other Notes (Board Composition and Tenure)
- Classes and terms: Class I (Schuyler, Goodman) stands for election in 2025; Class II (Claiborne, Gilliland) in 2026; Class III (Anderson, Newman) re‑elected in 2024 for terms expiring 2027 .
- Continuing directors’ ages and director‑since dates listed in proxy (Schuyler age 55; director since 2016) .
All data cited from Adial’s 2024 Definitive Proxy (DEF 14A) and related 8‑K filings: background/roles , committees/financial expert , independence , attendance , anti‑hedging/pledging , director compensation and fee schedule , beneficial ownership and footnotes , and shareholder vote outcomes and plan amendment (Nov 12, 2024) .