Robertson H. Gilliland
About Robertson H. Gilliland
Independent director since September 2014 (age 45) with an MBA from the University of Michigan’s Ross School of Business; chairs Adial’s Nominating & Corporate Governance Committee and is considered independent under Nasdaq rules . Background includes independent consulting to family offices since 2020, Principal & CFO at Keller Enterprises (2013–2020), and earlier Director at Brunswick Group focused on strategic communications and investor relations for major M&A transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keller Enterprises, LLC | Principal & Chief Financial Officer | Jul 2013–Apr 2020 | Oversaw family office investing; sourced, vetted, managed private direct investments; led strategic initiatives |
| Independent consultant (family offices) | Investment strategy & governance advisor | Since May 2020 | Focus on investment strategy formulation and governance |
| Brunswick Group | Director (Strategic communications & IR) | Pre-2011 | Advised on major M&A (Pfizer–Wyeth, Celgene–Pharmion, Mylan–Merck KGaA Generic); worked on 35+ multi‑billion transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Gilliland |
Board Governance
- Independence: Board determined Gilliland is “independent” under SEC/Nasdaq rules .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation Committee; not on Audit Committee .
- Anticipated committee change: Proxy notes anticipated appointment to Compensation Committee immediately after 2025 annual meeting (now reflected in current committee table) .
- Board leadership: Separate Chairman/Lead Independent Director (Kevin Schuyler); Gilliland supports governance via Nominating & Governance leadership .
- Attendance: In FY2024, board held 6 meetings; each incumbent director (including Gilliland) attended no less than 75% of Board and committee meetings; Nominating & Governance met once . In FY2023, board held 12 meetings; each incumbent director attended ≥75%; Nominating & Governance met once .
Fixed Compensation
Non‑employee director pay (cash fees and option award value):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,000 | $44,000 |
| Option Awards ($) | $12,219 | $13,628 |
| Total ($) | $53,219 | $57,628 |
Director cash retainer schedule (company policy):
| Role | 2023 Schedule ($) | 2024 Schedule ($) |
|---|---|---|
| Board Chair | 31,200 | 31,200 |
| Board Member | 24,000 | 30,000 |
| Audit Chair / Member | 16,000 / 8,000 | 16,000 / 8,000 |
| Compensation Chair / Member | 11,000 / 6,000 | 11,000 / 6,000 |
| Nominating & Gov Chair / Member | 8,000 / 4,000 | 8,000 / 4,000 |
Performance Compensation
Time‑vested option grants to directors (no performance metrics attached):
| Grant Year | Grant Date | Options (#) | Exercise Price | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| 2023 | May 23, 2023 | 12,000 | $7.50 | 36 months, monthly | Included in $12,219 director option value |
| 2024 | Mar 25, 2024 | 12,000 | $1.35 | 36 months, monthly | Included in $13,628 director option value |
- Options outstanding (non‑employee directors, Dec 31, 2024): Gilliland 19,823 .
- Plan constraint: No option is exercisable later than 10 years after grant under the Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed for Gilliland; no interlocks noted . |
Expertise & Qualifications
- Finance and governance: Family office CFO and principal; investment strategy; private direct investing .
- Capital markets & M&A: Strategic communications and IR on large M&A transactions at Brunswick Group .
- Education: MBA (with honors), University of Michigan Ross School of Business .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jun 4, 2025 (record date) | 16,490 | <1% | Includes options to purchase 16,490 shares exercisable within ~60 days; total option grants referenced elsewhere as 19,823 vs 47,823 in footnote, indicating doc inconsistency . |
- Anti‑hedging/anti‑pledging: Company Trading Policy prohibits hedging and pledging by directors/officers .
- Clawback: Company has a clawback policy for incentive‑based compensation in the event of an Accounting Restatement .
Governance Assessment
- Strengths: Independent status; chairing Nominating & Corporate Governance enhances board effectiveness in director selection, evaluations, and governance policy oversight . Attendance met ≥75% threshold; active committee participation . Anti‑hedging/pledging policy and clawback framework support alignment and accountability .
- Compensation and alignment: Mix shifted toward higher cash retainer in 2024 (Board member fee $30,000 vs $24,000 in 2023), while equity remains time‑vested options without performance metrics; beneficial ownership is modest (<1%), limiting “skin‑in‑the‑game” but consistent with small-cap director norms .
- Conflicts/related parties: No Gilliland‑specific related‑party transactions disclosed; related‑party engagements in the proxy pertain to other directors (e.g., Tony Goodman/Keswick/Orbytel) .
- Net view: Governance role and independence are positives; absence of performance‑conditioned equity for directors and low ownership are neutral; no red flags specific to Gilliland identified in filings .
Note on insider trades: Attempted to retrieve Form 4 transactions using the insider‑trades skill for “Gilliland” at ADIL from 2024‑01‑01 to 2025‑11‑19, but the data source returned an authorization error; no Form 4 details were available via the tool at this time [tool error].