Stephen Shoemaker
About Stephen H. Shoemaker
Stephen H. Shoemaker (age 64) is an independent Class I director of 180 Life Sciences, appointed December 3, 2024 and nominated for re‑election to serve through the 2027 annual meeting . He is a veteran CEO/CFO across iGaming, hospitality, telecom and technology, credited with raising over $2B and leading capital markets and M&A initiatives across the U.S., Canada, Europe and Asia; he holds a B.S. in Commerce (Accounting) from the University of Virginia and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WIN Group (global esports betting) | Chief Executive Officer | Jul 2021 – Jan 2024 | Drove strategic direction; doubled user registrations; launched licensed iGaming platform |
| Engine Media Holdings (NASDAQ/TSX) | Chief Executive Officer | Jan 2018 – Jul 2019 | Led capital raising, streamlined operations, grew revenue |
| Asian Coast Development Ltd. | President & CFO; later CEO & Chairman | 2008 – 2014 (President & CFO), 2014 – 2015 (CEO/Chairman) | International integrated resort development leadership |
| NuVox Inc. | Chief Financial Officer | 2003 – 2008 | Telecom finance leadership |
| GT Group Telecom | Chief Financial Officer | 1999 – 2002 | Corporate finance and capital markets |
| Qwest Communications | Various roles | 1996 – 1999 | Capital markets/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy states no current other public company directorships for Mr. Shoemaker |
Board Governance
- Independence: The Board determined Stephen H. Shoemaker is independent under Nasdaq rules and Exchange Act Rule 10A‑3 .
- Committee leadership: Audit Committee Chair; designated “audit committee financial expert” by the Board .
- Committee memberships: Compensation Committee (Member), Nominating & Corporate Governance Committee (Member), Strategy and Alternatives, Risk, Safety & Regulatory Committee (Member) .
- Attendance: In FY2024, the Board held 30 meetings; each director attended ≥75% of Board and applicable committee meetings. All then‑directors attended the 2024 annual meeting .
- Lead Independent Director: Ryan Smith appointed Feb 4, 2025; independent executive sessions are held from time to time .
| Committee | Role | Notes |
|---|---|---|
| Audit | Chair; Financial Expert | Oversees external auditors, independence, related‑party approvals, reporting risk |
| Compensation | Member | Oversees executive/director pay; can retain independent comp consultants |
| Nominating & Corporate Governance | Member | Board composition, governance policies, CEO evaluation process |
| Strategy & Alternatives, Risk, Safety & Regulatory | Member | Transaction review, risk oversight, compliance, cybersecurity/privacy |
Fixed Compensation
| Component | Amount/Terms | Timing | Notes |
|---|---|---|---|
| Annual Board Retainer | $50,000 per year | Paid quarterly, pro‑rated | Per director offer letters; Mr. Shoemaker’s set at $50k |
| Committee Chair Fee | $15,000 per year (only one chair fee even if chairing multiple) | Paid quarterly | Board policy set May 7, 2024 |
| Strategy Committee Fees | $25,000 per member | Discontinued Oct 24, 2024 | Compensation for Strategy Committee removed thereafter |
| 2024 Director Fees Received | $0 | FY2024 | Mr. Shoemaker appointed 12/3/2024; table shows $0 for 2024 |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Strike/Term | Status/Notes |
|---|---|---|---|---|---|
| Restricted Stock (annual director LTI) | Feb 20, 2025 | 65,000 shares | 1/2 on Jul 1, 2025; 1/2 on Dec 31, 2025; service‑based | — | Board accelerated vesting to 100% on Jun 17, 2025 |
| Stock Options (director grant under 2025 Plan) | Jun 17, 2025 | 165,000 options | 1/2 at 6 months; 1/2 at 12 months post‑grant; service‑based | $0.9290; 10 years | Granted under 2025 Option Plan; not exercisable until shareholder approval; plan unwound if not approved within 12 months |
| Restricted Stock (additional) | Jun 17, 2025 | 67,439 shares | 1/2 at 6 months (Dec 17 approx.); 1/2 at 12 months (Jun 17, 2026) | — | Service‑based director grants under 2022 Plan |
- No performance metrics (TSR/revenue/EBITDA) disclosed for director equity; vesting is time‑based .
- Clawback: Company adopted an incentive compensation clawback policy (SEC/Nasdaq compliant) effective Oct 2, 2023; awards also subject to plan‑level clawback/forfeiture .
- Anti‑hedging/pledging: Company prohibits hedging and short sales; discourages other hedging; pledging only permitted with clear ability to repay without resort to pledged securities .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed for Mr. Shoemaker |
| Interlocks | Compensation Committee members are independent; no compensation committee interlocks in FY2024 |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation .
- CPA; B.S. Commerce (Accounting), University of Virginia .
- Capital markets/M&A leadership with >$2B raised; multi‑sector and international operating experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Stephen H. Shoemaker | 132,439 shares | 2.2% (of 6,039,208 shares) | Includes 67,439 restricted shares vesting 1/2 on Jul 1, 2025 and 1/2 on Dec 31, 2025; excludes options not exercisable within 60 days |
- Ownership guidelines: The Company currently has no stock ownership policy for directors or executives .
- Pledging/hedging: No pledges disclosed for Mr. Shoemaker; the insider trading policy prohibits hedging/short‑selling and restricts pledging absent financial capacity .
Governance Assessment
-
Positives
- Independent director, serving as Audit Committee Chair and designated financial expert; strengthens oversight of reporting, auditor independence, and related‑party approvals .
- Active participation profile: Board/committee structure with independent leadership and executive sessions; attendance thresholds met in FY2024 .
- Robust clawback policy and insider trading/anti‑hedging policies support accountability and alignment .
-
Watch items / RED FLAGS
- Accelerated vesting of director restricted stock (65,000 shares) on June 17, 2025 reduces time‑based performance conditioning; can be perceived as pay protection amid challenging equity performance .
- Significant director option grant (165,000) and additional restricted stock (67,439), alongside proposals to expand evergreen share reserves by 4,000,000 shares (~66% of outstanding), elevates dilution risk and may signal reliance on equity over performance‑linked pay .
- No director/executive equity ownership guidelines, weakening formal “skin‑in‑the‑game” expectations .
Related-Party/Conflict Screening
- No related‑party transactions were disclosed involving Mr. Shoemaker personally. Settlement and voting agreements with other parties (Elray/Luxor, Dr. Krauss, Dr. Woody) were reviewed/approved by the Board and Audit Committee; Jay Goodman (former director) abstained where applicable .
- Audit Committee (which Mr. Shoemaker chairs) pre‑approves related‑party transactions per policy .
Director Compensation Structure – Signals
- Cash/equity mix: $50k annual retainer cash with optional stock election; time‑based restricted stock grants as annual LTI; additional chair fees .
- Changes in equity plan: Proposal to convert 2022 Omnibus Plan to evergreen and increase share reserve substantially; option plan created in 2025 (exercise contingent on shareholder approval) .
- No meeting fees disclosed; Strategy Committee compensation discontinued in October 2024 .
Summary Tables
Committee Assignments
| Committee | Role | Citation |
|---|---|---|
| Audit | Chair; Financial Expert | |
| Compensation | Member | |
| Nominating & Corporate Governance | Member | |
| Strategy & Alternatives, Risk, Safety & Regulatory | Member |
Director Compensation – 2024 Actual and 2025 Structure
| Metric | FY2024 Actual | FY2025 Structure | Citation |
|---|---|---|---|
| Board Retainer (Cash) | $0 | $50,000 per year; quarterly; pro‑rated | |
| Committee Chair Fee | — | $15,000 per year (one chair cap) | |
| Strategy Committee Fee | — | Discontinued Oct 24, 2024 | |
| Equity – RS (Feb 2025) | — | 65,000 shares; vest 1/2 Jul 1 & 1/2 Dec 31, 2025; accelerated to 100% on Jun 17, 2025 | |
| Equity – Options (Jun 2025) | — | 165,000 options; $0.9290 strike; 10‑yr term; 1/2 at 6 and 12 months; exercisable only after shareholder approval | |
| Equity – RS (Jun 2025) | — | 67,439 shares; 1/2 at 6 and 12 months from grant |
Ownership and Alignment
| Item | Value | Citation |
|---|---|---|
| Beneficial Ownership (shares) | 132,439 | |
| Ownership % | 2.2% | |
| Unvested RS at Record Date | 67,439 (service‑based) | |
| Ownership Guidelines | None | |
| Anti‑Hedging Policy | In place |
Attendance and Independence
| Item | Disclosure | Citation |
|---|---|---|
| FY2024 Board Meetings | 30 meetings | |
| Attendance | Each director ≥75% Board & committees; all then‑directors at 2024 annual meeting | |
| Independence | Independent under Nasdaq & Rule 10A‑3 |
Governance Quality Conclusion
- Board effectiveness: Shoemaker’s financial expertise and Audit Chair role add rigor to financial oversight and related‑party review. Independence and attendance disclosures are supportive of engagement .
- Investor alignment: Absence of ownership guidelines and accelerated vesting dilute long‑term alignment signals; substantial equity plan expansion and director option grants heighten dilution sensitivity in a company proposing a potential reverse split to maintain listing compliance .
- Net assessment: Strong governance credentials (audit leadership/CPA) with compensation practices that warrant monitoring for dilution and pay‑for‑performance alignment.