Tony Goodman
About Tony Goodman
Tony Goodman is Chief Operating Officer (since January 18, 2024) and a director of Adial Pharmaceuticals (director since July 2017). He holds a BBA from Marshall University and completed NACD Full Board Executive requirements, bringing 23+ years of pharma/biotech commercial and business development leadership, including Indivior and Reckitt Benckiser Pharmaceuticals roles . Age 60 and serving as a Class I director as of the 2024 proxy; re-elected August 1, 2025 to a term expiring at the 2028 annual meeting . Company pay-versus-performance disclosures show significant equity-driven volatility and weak TSR in 2022–2023, underscoring the importance of aligning equity incentives with value creation .
| Performance Indicator | 2022 | 2023 |
|---|---|---|
| ADIL cumulative TSR – value of initial $100 | $7.96 | $2.76 |
| Net loss | $(12,731,416) | $(5,123,341) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Indivior PLC (FTSE 500) | Chief Business Development Officer; executive team member at demerger/IPO | Oct 2014 – Feb 2017 | Led BD through spin-out; commercial expansion in addiction treatment . |
| Reckitt Benckiser Pharmaceuticals | Global Director, Strategy & Commercial Development; Global Head, Category Development; Director, US Commercial Managed Care | 2009 – 2014 | Commercial and category leadership in addiction market; revenue scaled >$1B during period at RBP/Indivior (per company press bio) . |
| PRA International | Director, Strategic Marketing & Business Development | n/a | Clinical services commercial strategy . |
| Purdue Pharmaceuticals L.P. | Group Product Manager, Marketing; Director, Managed Health Strategies Group | n/a | Payer/managed care strategy development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Keswick Group, LLC | Founder & Managing Director | n/a – present | Biotech strategic commercial and BD advisory; vehicle for Adial COO services under MSA/SOW#2 . |
| National Association of Corporate Directors (NACD) | Full Board Executive | n/a | Governance credential . |
Fixed Compensation
| Component | Terms | Period/Notes |
|---|---|---|
| COO compensation (via SOW#2 with The Keswick Group LLC) | $25,000 per month; ≥75% time commitment | Effective Jan 17–18, 2024; formalized under Master Services Agreement and SOW#2 . |
| Director cash fees | $33,000 cash fees in 2023 | As a non-employee director during 2023; standard board/committee fees framework applies . |
Termination notice: SOW#2 allows either party to terminate on 120 days’ written notice, a meaningful retention and transition lever for the COO engagement .
Performance Compensation
| Instrument/Metric | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Director stock options (grant) | n/a | n/a | Grant made | Vests over 3 years | 42,000 options granted Mar 25, 2024 at $1.35 exercise price; 3-year vesting . |
| Consulting performance equity (partnering) | n/a | Execution of a partner agreement for AD04 by Dec 31, 2024 | Not disclosed as achieved | Not specified | Up to 100,000 common shares under 3/15/23 consulting agreement; an additional “no less than 4,000” restricted shares upon partner execution in SOW#2 (Board approval required) . |
The 2024 proxy discloses that the company did not use financial performance measures as defined in Item 402(v) for NEO pay-versus-performance; Tony’s awards are primarily service/role-based with event-driven equity for partnering milestones, not formulaic TSR/EBITDA targets .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 18,696 shares as of Sept 26, 2024; “less than 1%” of shares outstanding (6,405,781) . |
| Options | Total option awards 51,046; 18,346 vested and exercisable within 60 days of Sept 26, 2024 (implying ~32,700 unvested) . |
| New options (director) | 42,000 options at $1.35 on Mar 25, 2024; 3-year vesting schedule . |
| Anti-hedging/pledging | Company Trading Policy prohibits short-term trading, short sales, hedging and pledging for officers/directors—reduces misalignment risk and forced selling . |
Employment Terms
| Provision | Goodman (COO via Keswick SOW#2) |
|---|---|
| Engagement vehicle | Master Services Agreement with The Keswick Group, LLC (founder/principal: Tony Goodman) + SOW#2 naming him COO . |
| Compensation | $25,000/month; ≥75% time to role . |
| Termination | Either party may terminate with 120 days’ notice (SOW#2 override of prior term) . |
| Performance equity | “No less than 4,000” restricted shares upon execution of a material partner agreement by 12/31/2024, subject to Board approval . |
| Indemnification/D&O | Standard director/officer indemnification agreements and D&O insurance in place . |
Board Governance
- Service history and class: Director since July 2017; Class I director with term expiring 2025 in 2024 proxy; re-elected Aug 1, 2025 (votes for/withheld: 1,504,799/94,777) for term to 2028 .
- Committees: Not listed on Audit, Compensation, or Nominating & Governance committees in 2024 proxy (committees chaired by Schuyler, Anderson, and Gilliland respectively) .
- Independence: Not independent—serves as COO (executive officer); independence determination explicitly notes Goodman is non-independent due to officer/consultant status .
- Board leadership: Separate Chair (Kevin Schuyler, Lead Independent Director); executive sessions led by lead independent director .
- Attendance: All incumbent directors attended at least 75% of Board/committee meetings in 2023 .
Director Compensation (for 2023 service)
| Name | Cash Fees ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Tony Goodman | 33,000 | 12,219 | 216,713 (Keswick MSA compensation) | 261,932 |
- 2024 director option grant: 42,000 options at $1.35, vesting over three years (Goodman), reflecting elevated equity retainer vs peers on the Board .
Related-Party Transactions (governance red flag)
- Keswick Group MSA/SOW#2: Company engaged Goodman’s firm for partnering support in March 2023 ($22,000/month; potential 100,000-share performance grant if partnering completed by 12/31/2024), and as COO under SOW#2 at $25,000/month from January 2024 .
- Orbytel MSA (Oct 24, 2022): Orbytel intended to subcontract to Keswick; thus considered related party; expenses recognized in 2023/2022 under this arrangement .
Track Record, Value Creation, and Execution Risk
- Strategic focus: COO charter (SOW#2) emphasizes clinical development planning for AD04, CRO/vendor selections, FP&A build-out, and capital/cash planning—execution is tied to advancing AUD program and partnering .
- Shareholder returns: TSR deterioration in 2022–2023 (value of $100 fell from $7.96 to $2.76), implying that equity-heavy compensation may be underwater and can create retention/refresh pressure absent program milestones .
- Capital structure overhang: As of Sept 30, 2025, substantial warrants (26.47M at $0.87 WAE) and options (1.18M at $6.20 WAE) outstanding—potential dilution on exercises and a headwind to per-share value creation .
Compensation Structure Analysis
- Mix shift to equity/options: Large 2024 option grant (42,000) with 3-year vesting adds time-based retention but is not tied to explicit financial/clinical KPIs in proxy; event-driven equity for partnering exists via MSA/SOW#2 (4,000–100,000 shares if partner agreement achieved) .
- Guaranteed vs at-risk: COO cash retainer ($25k/month) is fixed; incremental equity is contingent on partner execution or time-based vesting—limited direct linkage to TSR/EBITDA/revenue targets in disclosures .
- Clawback: Board-adopted clawback policy for performance-based compensation following accounting restatements (form of recovery at Board’s discretion) .
Vesting Schedules & Insider Selling Pressure
- Options: 2024 director grant vests over three years; previously outstanding director options existed (9,046 as of 12/31/2023); aggregate exercisable component (18,346 of 51,046 options) as of Sept 26, 2024 creates potential incremental liquidity on vesting .
- Hedging/pledging: Prohibited by Trading Policy—reduces risk of forced selling or misaligned hedging strategies .
Equity Ownership & Skin-in-the-Game
| Holder | Shares Owned | Options/Warrants (exercisable within 60 days) | % Outstanding |
|---|---|---|---|
| Tony Goodman | 18,696 | 18,346 options (of 51,046 total options) | <1% |
Stock ownership guidelines are not disclosed; anti-hedging/pledging rules apply to all insiders .
Say-on-Pay & Peer Group
- 2024 proxy included say-on-pay and say-on-frequency proposals; peer group specifics and vote outcomes were not disclosed in the excerpts reviewed. The Board recommended a three-year frequency .
Board Service Implications (Dual Role)
- Goodman is a non-independent director serving concurrently as COO. He holds no committee seats; key committees are fully independent, which mitigates some governance risks. However, related-party nature of the COO engagement (via his firm) and event-driven equity linked to partnering require robust Audit/Compensation Committee oversight for conflicts and pay-for-performance integrity .
Investment Implications
- Alignment: Fixed $25k/month COO retainer plus sizable option grant and event-driven equity tie Goodman to execution of partnering and AD04 advancement, but lack of explicit financial/clinical KPIs in disclosed plans weakens quantitative pay-performance alignment .
- Retention and supply overhang: Three-year vesting options and potential partnering equity create periodic supply; company-wide warrant/option overhang is substantial, amplifying dilution if milestones are achieved and capital markets reopen .
- Governance risk: Dual role and related-party arrangements elevate perceived conflict risk—compensated in part by independent committee oversight, anti-hedging/pledging, and a clawback policy .
- Trading signals: Re-election support (1.50M for vs. 94.8k withheld) demonstrates shareholder tolerance of the dual-role structure amid near-term partnering catalysts; monitor Form 4 activity around vesting dates and any 8-K 5.02 updates on compensation amendments or partner milestones .
Key diligence next: verify whether a partner agreement for AD04 was executed by 12/31/2024 (triggering restricted share grants) and track any subsequent amendments to the Keswick SOW/COO terms via Item 5.02 8-Ks.