Edward Schultz
About Edward Schultz
Edward Schultz is Chief Financial Officer of Capstone Holding Corp. (CAPS), serving since August 25, 2023; he is 41 years old and also serves as Vice President of Finance at subsidiary TotalStone, LLC (since June 2021). He previously was Director of Financial Reporting and Technical Accounting at Brookfield Properties Retail (2012–2021) and holds a B.S. in Accountancy from Governors State University . Compensation has been predominantly fixed cash, with a $200,000 annual salary initiated in August 2023 and actual salary paid of $216,161 in 2024; no annual bonuses or equity awards were paid or outstanding for 2023–2024, indicating limited disclosed pay-for-performance linkage to company metrics in this period . As of the latest proxy, he had no reported beneficial ownership and no outstanding options/RSUs, though CAPS adopted a 2025 Stock Incentive Plan that could introduce equity-based alignment and change-in-control vesting going forward .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capstone Holding Corp. | Chief Financial Officer | Aug 25, 2023–present | Principal financial and accounting officer; Sarbanes-Oxley 906 certification on Q1’25 10-Q |
| TotalStone, LLC (CAPS subsidiary) | Vice President of Finance | Jun 2021–present | Finance leadership at subsidiary |
| Brookfield Properties Retail | Director of Financial Reporting & Technical Accounting | Sep 2012–Jun 2021 | Led financial reporting and technical accounting |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Schultz |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $192,210 | $216,161 |
| Stated Annual Salary Rate ($) | $200,000 (effective Aug 25, 2023) | $200,000 (rate in effect unless changed) |
| Other Annual Compensation ($) | — | — |
Notes:
- A portion of Schultz’s compensation is paid through TotalStone, LLC .
Performance Compensation
| Metric/Plan Component | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Bonus (profitability/performance-based; set by disinterested Board majority) | Not disclosed | Not disclosed | $0 for 2023 and 2024; no bonuses set or paid | Annual, if and when established |
| Options/RSUs Granted in 2023–2024 | — | — | None granted; no outstanding awards as of 12/31/24 | — |
Key observations:
- The proxy discloses no specific performance metrics, targets, or weightings for Schultz’s incentive pay; annual bonuses “will be set” by a disinterested Board majority but were not set for 2023–2024 .
- The 2015 Equity Plan is fully vested and exhausted; no options were granted in 2023–2024 .
Equity Ownership & Alignment
| As of | Beneficial Shares | Ownership % | Options (Exercisable/Unexercisable) | RSUs Unvested | Shares Pledged | 10b5-1 Plan |
|---|---|---|---|---|---|---|
| Sept 24, 2025 (record date) | — (none reported) | — (less than 1% implied) | — / — (none) | 0 | Not disclosed; no pledging noted | None (company reports “10b5-1 Trading Plans: None”) |
| Feb 14, 2025 (Form 3 event date) | No securities beneficially owned (Form 3) | — | — | — | — | — |
Additional alignment mechanics (forward-looking):
- 2025 Stock Incentive Plan reserves a dynamic pool equal to 21.5% of outstanding shares each quarter for awards; awards may include restricted stock, RSUs, and options, with potential accelerated vesting on a Change in Control unless otherwise determined pre-event .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | August 25, 2023 |
| Employment agreement term | Not disclosed for Schultz (CEO agreement disclosed separately) |
| Base salary | $200,000 per annum (effective Aug 25, 2023) |
| Severance (termination without cause/good reason) | Not disclosed for Schultz |
| Change-in-control treatment | Plan-level: 2025 Stock Incentive Plan provides immediate vesting of options and stock awards upon Change in Control unless the Company determines otherwise before the event; Schultz had no outstanding awards as of 12/31/24 |
| Clawback policy | Not disclosed in proxy for executive compensation; no explicit clawback section found in cited pages |
| Non-compete / Non-solicit | Not disclosed for Schultz (CEO agreement includes an 18-month non-compete) |
| 10b5-1 trading plan | None (company disclosure) |
| Legal proceedings | Company not aware of any involving officers/directors in past ten years |
Compensation Committee Analysis
- Committee members: Fredric J. Feldman, Ph.D. (Chair), Charles Dana, and John M. Holliman, III .
- Use of compensation consultants: None; committee reviews peer company pay but does not engage compensation consultants .
- Say-on-Pay: Advisory vote proposed for 2025 proxy; Board recommends “FOR”; frequency recommendation is every three years; vote results not yet available at time of proxy .
Performance & Track Record
- Capital markets/compliance: Schultz signed the S-1 registration statement (Oct 23, 2025) and provided Sarbanes-Oxley Section 906 certification for Q1 2025, indicating principal financial officer accountability for reporting controls and disclosures .
- Company-level operational/financial achievements, TSR, or EBITDA/revenue growth metrics specific to Schultz’s tenure were not attributed to him in the proxy or filings cited.
Risk Indicators & Red Flags
- Equity overhang potential: The 2025 Stock Incentive Plan’s rolling 21.5% of outstanding shares per quarter could be materially dilutive depending on awards; plan includes Section 280G cutback to avoid excise taxes .
- Insider trading structures: No 10b5-1 plans disclosed; beneficial ownership for Schultz not reported as of record date; Form 3 shows no securities owned as of Feb 14, 2025 .
- Legal proceedings: None disclosed regarding officers/directors .
- Pledging/Hedging: No pledging by Schultz disclosed; plan restricts pledging of restricted stock until vesting .
Investment Implications
- Pay-for-performance alignment: Schultz’s 2023–2024 compensation was primarily fixed cash with no bonus or equity awards, limiting near-term incentive linkage to performance; watch for the first grant cycles under the new 2025 Stock Incentive Plan to assess evolving alignment and potential insider selling pressure as vesting commences .
- Retention economics: No Schultz-specific severance or change-in-control cash protections are disclosed; retention may depend on future equity participation via the 2025 plan rather than contractual severance economics .
- Trading signals: No 10b5-1 plan and no reported beneficial ownership/awards suggest minimal scheduled selling pressure; monitor Form 4 filings and future proxies for initial equity grants under the 2025 plan .
Appendix: Detailed Tables
NEO Summary Compensation (Schultz)
| Year | Salary ($) | Bonus ($) | Other Annual Comp ($) | Nonqualified Deferred Comp Earnings ($) | Securities Underlying Options (#) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $192,210 | $0 | — | — | — | $192,210 |
| 2024 | $216,161 | $0 | — | — | — | $216,161 |
Outstanding Equity Awards at 12/31/24 (Schultz)
| Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| — | — | — | — |
Beneficial Ownership Snapshot (as of Sept 24, 2025)
| Holder | Shares | % Voting Power |
|---|---|---|
| Edward Schultz | — (none reported) | — |
Sources: CAPS DEF 14A (Oct 1, 2025), CAPS 10-K FY2024 (Mar 31, 2025), CAPS 10-Q Q1 2025 (May 15, 2025), and SEC Section 16 filings as cited above.