Ryan Smith

About Ryan Smith

Ryan L. Smith, age 41, is a Class II independent director of 180 Life Sciences (ATNF), appointed March 7, 2024; he was named Lead Independent Director on February 4, 2025, with his current term expiring at the 2026 annual meeting . He holds a BBA in Finance from Texas A&M University and has extensive capital markets and energy industry experience, including CEO and CFO roles at U.S. Energy Corp. (NASDAQ: USEG) and prior investment banking roles at Canaccord Genuity and Wells Fargo’s Energy Group . The Board cites his public company background and fundraising expertise as core qualifications .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Audit Committee (Member), Compensation Committee (Chair), Nominating & Corporate Governance Committee (Chair), Strategy & Alternatives, Risk, Safety & Regulatory Committee (Member); Smith is Lead Independent Director .
• Independence and expertise: Audit Committee composed solely of independent directors; Smith is independent and financially literate (Shoemaker is designated “audit committee financial expert”). Nominating & Governance Committee members are independent .
• Lead Independent Director mandate: Presides over executive sessions; active in candidate recruitment, board evaluations, committee composition, and CEO evaluation; coordinates committee work and advisor engagement; may attend any committee meetings .
• Attendance: In FY2024 the Board met 30 times; each director attended at least 75% of Board and committee meetings; all nine then-directors attended the 2024 Annual Meeting .
• Audit Committee report: The committee reviewed FY2024 audited financials, PCAOB/SEC-required communications, auditor independence, and recommended inclusion in the Form 10-K; report signed by Chair Shoemaker and Member Smith .

Fixed Compensation

• Directors may elect to receive half of compensation in cash and half in stock, or all cash .

Performance Compensation

• No director performance metrics (e.g., revenue, EBITDA, TSR, ESG) disclosed tied to Smith’s awards; grants are time- and service-based .

Other Directorships & Interlocks

• Compensation Committee Interlocks: None disclosed for FY2024; no executive officers served on another entity’s compensation committee where that entity’s executive served on ATNF’s Compensation Committee .

Expertise & Qualifications

• Financial/capital markets expertise; prior CFO and investment banking roles; financially literate for Audit Committee service .
• Education: BBA in Finance, Texas A&M University .
• Board qualification rationale: Public company background and capital raising experience .

Equity Ownership

• Outstanding shares at Record Date: 6,039,208 common shares .
• No stock ownership policy: Company states it does not have an equity ownership policy at this time .
• No pledging/hedging violations disclosed; insider trading policy in place; Rule 10b5-1 plans encouraged .

Governance Assessment

• Positives

  • Independent director leading as Lead Independent Director with robust oversight remit, including executive sessions, board evaluations, committee composition, and CEO evaluation .
  • Chairs both Compensation and Nominating & Governance committees; Audit Committee member; demonstrates engagement across governance and pay oversight .
  • FY2024 attendance met expectations (≥75% of meetings); all directors attended 2024 annual meeting, supporting engagement .
  • Formal clawback policy adopted effective Oct 2, 2023 to comply with SEC/Nasdaq rules, strengthening accountability .

• Risks and RED FLAGS

  • Accelerated vesting of director restricted stock in June 2025 (65,000 shares for Smith) reduces performance-conditioning and may weaken pay-for-performance alignment; coupled with additional June 2025 time-based grants and options, this increases equity-based dilution pressure .
  • No director/exec equity ownership guidelines—lack of formal “skin-in-the-game” policy is a governance weakness for alignment .
  • External time commitments: Smith serves as CEO and director of a public company (USEG); while industries differ, concurrent leadership roles present potential bandwidth constraints for ATNF board work .
  • Prior issuer bankruptcy experience (Emerald Oil Chapter 11 in 2016 while Smith was CFO) is a historical risk indicator; not indicative of misconduct, but relevant to assessing turnaround/financial stress exposure .
  • Strategy & Alternatives committee compensation was discontinued (Oct 24, 2024) after a period of elevated committee fees—board fee structure shifts merit monitoring for pay practices consistency .

• Related-party exposure

  • Audit Committee must pre-approve and review Item 404 transactions; proxy discloses multiple related-party agreements, but none involving Smith; Company states no transactions above thresholds except as disclosed .

Fixed Compensation (Detail)

Performance Compensation (Detail)

Other Directorships & Interlocks (Detail)

Expertise & Qualifications (Detail)

Equity Ownership (Detail)

Governance Assessment

• Overall, Smith’s independent leadership and multi-committee roles strengthen board oversight at ATNF, with documented engagement and attendance; however, the lack of ownership guidelines and accelerated vesting of director equity are notable alignment risks. His concurrent CEO/director role at USEG warrants monitoring for potential time-commitment constraints, and prior bankruptcy exposure (Emerald Oil) is a contextual risk indicator rather than a direct governance issue at ATNF .