Blair Jordan
About Blair Jordan
Blair Jordan, age 56, is Chief Executive Officer (since Feb 4, 2025) and a Class II Director of 180 Life Sciences (ATNF); he previously served as Interim CEO (May 7, 2024–Feb 2025) and Lead Independent Director (Feb–May 2024) . He holds an MBA from the University of Chicago Booth School of Business, an LL.B. from the University of British Columbia, and a BA from the University of Victoria . Company performance trends disclosed in the proxy show cumulative TSR translating a hypothetical $100 investment to $0.12 in 2024 (from $0.27 in 2023 and $4.35 in 2022) and net losses narrowing to $6.17 million in 2024 from $19.94 million in 2023 and $38.73 million in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighMont Advisors Inc. | Co‑Founder & CEO | Jan 2020–Present | Strategy/finance advisory across M&A, financing, restructuring, corp dev . |
| Evans & Evans, Inc. | Senior Advisor | Oct 2023–Present | Strategic finance advisory . |
| Flair Airlines Ltd. (private) | Executive Committee of the Board | Mar 2024–May 2025 | Capital markets, corporate development, strategy, risk mgmt . |
| HeyBryan Media Inc. (CSE: HEY) | CFO | Oct 2019–Nov 2020 | Public co. finance leadership . |
| Ascent Industries Corp. | VP Corp Dev; CFO; Interim CEO | Jan–Jul 2018; Aug 2018–Apr 2019; Nov 2018–Apr 2019 | Led go‑public listing and financing; handled restructuring period . |
| Echelon Wealth Partners Inc. | Managing Director & Corporate Director | 2012–2017 | Investment banking coverage: technology, biotech, diversified industries . |
| Credit Suisse Group | Various roles (LevFin/Restructuring EU; Principal Investing NY; Special Situations/CBs Asia) | ~10 years | Global capital markets and investing experience . |
| Bennett Jones LLP | Corporate & securities lawyer | n/a | Legal foundation in corporate/securities law . |
| Canadian Army | Service | n/a | Leadership and discipline background . |
External Roles
| Organization | Role | Committees/Details | Years |
|---|---|---|---|
| Goldgroup Mining Inc. (TSXV: GG) | Director | Audit; Chair Governance; Chair Compensation . | Current . |
| Standard Uranium Ltd. (TSXV: STND) | Director | Chair Audit; Chair Governance; Member Compensation . | Current . |
| Timeless Capital Corp. (TSXV: TMC) | Director | Chair Audit . | Current . |
| Universal Digital Inc. (CSE: LFG) | Director, Audit Committee | Public issuer board service (ended) . | Mar 2023–May 2025 . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Fee | $240,000 per year effective Jan 1, 2025; increases to $350,000 upon completion of any material transaction . |
| Term | Amended & Restated Executive Consulting Agreement effective Jan 1, 2025 through Dec 31, 2027; auto‑renews annually absent 30‑day notice . |
| Bonus Opportunity | Discretionary incentive bonus up to 100% of Fee per year (not less than 50% of Fee), payable in cash or equity; criteria to be determined by the Compensation Committee/Board . |
| Clawback | Company adopted a Dodd‑Frank compliant clawback policy effective Oct 2, 2023; applies to current and former executive officers upon financial restatements, regardless of misconduct . |
| Insider Trading / 10b5‑1 | Executives encouraged to use Rule 10b5‑1 plans; trading windows and anti‑hedging provisions apply . |
| Hedging/Pledging | Derivative hedging and short sales prohibited; pledging/margining prohibited unless the pledgor can repay the loan without resort to pledged securities . |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Bonus | To be set by Compensation Committee/Board | n/a | Up to 100% of Fee (≥50% of Fee) | No management bonuses for 2022, 2023, or accrued for 2024 | n/a |
| Time‑based Restricted Stock | Service‑based retention | n/a | 167,576 RS shares | n/a | 50% vests Jul 1, 2025; 50% vests Dec 31, 2025, subject to continued service (via Jordan Consulting) . |
Note: No specific performance metrics, thresholds, or payout curves are disclosed for CEO cash/equity incentives in the proxy; awards are discretionary and criteria are to be determined by the Compensation Committee/Board .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares/%) | 1,888,742 shares; 31.3% of outstanding common stock (6,039,208 shares as of Jun 30, 2025) . |
| Breakdown | Includes 167,576 restricted shares vesting 1/2 on Jul 1, 2025 and 1/2 on Dec 31, 2025 . |
| Voting Proxies (no pecuniary interest) | Irrevocable voting proxies over 43,166 shares (Woody) through up to Feb 5, 2026; 200,000 shares (Krauss) through Aug 21, 2025; and 1,318,000 shares (Elray) through Apr 28, 2026; voting only, no dispositive control or pecuniary interest . |
| Ownership Guidelines | Company has no equity ownership policy at this time . |
| Hedging/Pledging Policy | Anti‑hedging; pledging/margining restricted as noted above . |
| 10b5‑1 Plans | Encouraged for executives/directors . |
Employment Terms
| Term | Provision |
|---|---|
| Role/Start | Interim CEO (May 7, 2024); CEO (Feb 4, 2025) . |
| Agreement | Amended & Restated Executive Consulting Agreement (with Blair Jordan Strategy and Finance Consulting Inc.), effective Jan 1, 2025–Dec 31, 2027; auto‑renewal annually . |
| Termination – Without Cause or For Good Reason | Lump sum severance equal to 2x current annual Fee; 2x any unpaid annual cash bonus for completed/partial fiscal year (no less than 50% of Fee before doubling); immediate vesting of unvested equity (performance‑based equity vests only if metrics met) . |
| Termination – For Cause or Without Good Reason (by consultant) | Accrued liabilities only; unvested equity forfeited . |
| Death/Disability | Accrued liabilities; unpaid prior‑year bonus; pro‑rated current‑year non‑discretionary bonus; immediate vesting of all prior equity awards . |
| Non‑Compete/Non‑Solicit | Post‑termination non‑compete and non‑solicit obligations as set forth in the agreement (including a one‑year non‑compete and related covenants) . |
| Just Cause / Good Reason | Definitions include material breach, felony/fraud, willful failure, material diminution of duties/comp, etc., with notice/cure provisions . |
Board Governance
| Topic | Detail |
|---|---|
| Board Role | Class II Director; term ends at 2026 annual meeting . |
| Board Leadership | No Board Chair; Ryan Smith serves as Lead Independent Director (appointed Feb 4, 2025) with defined responsibilities . |
| Committees | Chairs Strategy & Alternatives, Risk, Safety and Regulatory Committee; not on Audit, Compensation, or Nominating/Governance (which are fully independent) . |
| Attendance | Board held 30 meetings in FY2024; each director attended at least 75% of Board/committee meetings . |
| Independence | Audit, Compensation, and Nominating/Governance Committees are composed solely of independent directors . |
| Executive Sessions | Independent directors meet in executive session from time to time . |
| Director Compensation | No separate Board pay for executives serving as directors . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Loss ($ thousands) | (38,726) | (19,935) | (6,168) |
| Value of $100 Investment (TSR) | $4.35 | $0.27 | $0.12 |
Context: Mr. Jordan became Interim CEO in May 2024 and CEO in Feb 2025; 2022–2023 metrics largely pre‑dated his tenure as CEO .
Compensation Committee Analysis
- Composition: Ryan Smith (Chair/Lead Independent Director) and Stephen H. Shoemaker; both independent .
- Authority: May retain independent compensation consultants/legal counsel; evaluates CEO goals/performance; oversees incentive/equity plans; sets director remuneration .
- Policies: Clawback policy adopted in line with SEC/Nasdaq rules .
Related Party Transactions (Blair‑specific)
- Executive services provided via Blair Jordan Strategy and Finance Consulting Inc. under the Jordan Consulting Agreement (compensation and severance as above) .
- Voting Agreements: Jordan holds irrevocable voting proxies over shares held by Dr. Woody, Dr. Krauss, and Elray Resources for limited periods solely for the Company’s benefit; no pecuniary interest or dispositive control .
Board Service History and Dual‑Role Implications
- Board service timeline: Director since Feb 2024; Lead Independent Director (Feb–May 2024); Interim CEO (May 2024–Feb 2025); CEO and Director concurrently since Feb 2025 .
- Committee roles: Chairs Strategy & Alternatives, Risk, Safety and Regulatory Committee while serving as CEO; key risk/transaction oversight remains, while Audit/Comp/NomGov remain fully independent .
- Governance mitigants: Absence of Board Chair but presence of Lead Independent Director with robust duties .
Investment Implications
- Near‑term supply/overhang watch: 167,576 restricted shares vest 50% on Jul 1, 2025 and 50% on Dec 31, 2025; monitor for potential 10b5‑1 plans and selling pressure around those dates .
- Voting control dynamics: Jordan’s beneficial ownership (31.3%) includes time‑bound voting proxies aggregating 1,561,166 shares (Woody, Krauss, Elray) expiring or terminable over 2025–2026; these proxies confer voting influence but no economic interest/dispositive control, affecting governance outcomes in the interim .
- Pay‑for‑performance alignment: Bonus is discretionary (up to 100% of Fee, at least 50%) with no disclosed metrics, while a robust severance (2x Fee and 2x unpaid bonus, full equity acceleration on certain terminations) may dilute performance sensitivity; Clawback policy mitigates restatement risk .
- Alignment policies: No stock ownership guidelines; anti‑hedging/pledging policy in place; 10b5‑1 plans encouraged—neutral to slightly negative for long‑term alignment absent formal ownership targets .
- Track record context: Corporate net loss has improved materially (2022–2024), but multi‑year TSR is severely negative; 2024 results partially overlap interim CEO tenure .
- Board structure: Independent committees and a Lead Independent Director help counterbalance CEO/Director dual role and committee chairing of a strategy/risk committee .
All information above is drawn from 180 Life Sciences’ 2025 definitive proxy statement (DEF 14A) dated July 7, 2025, with citations in-line. Sources: –.