Bill McCorkle
About Bill McCorkle
Independent director since October 21, 2022; age 57 as of the 2025 proxy. Operational and finance executive with 30+ years’ experience across multiple industries; prior CFO/COO roles at ISCA Inc., StemImmune (co‑founder), Genelux, and Proformance Apparel. Bachelor of Science in Accountancy, Bentley University. The Board designates him as the Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISCA Inc. | CFO & COO | Not disclosed | Senior finance/operations experience cited by CVSI Board |
| StemImmune Inc. | CFO, COO & Co‑Founder | Not disclosed | Senior finance/operations; co‑founder credentials |
| Genelux Corporation | CFO & COO | Not disclosed | Senior finance/operations |
| Proformance Apparel Group, LLC | CFO & COO | Not disclosed | Senior finance/operations |
External Roles
| Company/Institution | Role | Notes |
|---|---|---|
| None disclosed in CVSI proxy biographies | — | CVSI proxies list background but no other public company directorships for McCorkle |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Governance (Member) .
- Audit Committee financial expert: Board determined McCorkle meets Item 407(d) criteria .
- Independence: Board deems all directors other than CEO Joseph Dowling independent under Nasdaq standards (OTCQB has no independence requirements) .
- Board leadership: No Lead Independent Director; CEO also serves as Chairman (governance concentration) .
| Committee Structure | FY 2023 | FY 2024 |
|---|---|---|
| Audit Committee meetings held | 4 | 4 |
| Compensation Committee meetings held | — | 1 |
| Nominating & Governance Committee meetings held | 1 | — |
Note: Director-specific attendance percentages were not disclosed.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash retainer/fees ($) | $3,913 | $20,000 | $20,000 |
| Quarterly cash stipend disclosed at appointment | $5,000/quarter (implies $20,000 annualized) | — | — |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option awards (grant‑date fair value, $) | $17,596 | $0 | $24,471 |
- Initial equity grant at appointment: 500,000 stock options; time‑based vesting 50% on 10/21/2023 and 50% on 10/21/2024, subject to continued service .
- Options outstanding: 1,000,000 options held as of 12/31/2024 (aggregate outstanding) .
- 2024 Compensation Committee: did not engage a compensation consultant; last used Radford (Aon) in 2019 for peer and benchmarking work .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed in CVSI proxies for McCorkle | — | — | None disclosed |
Expertise & Qualifications
- Financial leadership: multiple CFO/COO roles across life sciences and consumer sectors .
- Audit committee financial expert designation by CVSI Board .
- Education: B.S. in Accountancy (Bentley University) .
Equity Ownership
| As of (Record Date) | Beneficial Ownership (shares) | Of which: options exercisable within 60 days | % of Outstanding |
|---|---|---|---|
| March 31, 2023 | 0 | — | <1%* |
| March 31, 2024 | 250,000 | 250,000 | <1% |
| March 31, 2025 | 1,000,000 | 1,000,000 | <1% |
*CVSI presents “<1%” with an asterisk for holdings below 1% of outstanding; applicable to director line items.
Insider Filings
| Filing | Date | Notes |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Nov 7, 2022 | Filed on appointment; remarks stated “No securities are beneficially owned.” |
| Form 4 (change in ownership) | 2022 | One late Form 4 reported in CVSI’s 2023 proxy Section 16(a) disclosure (timeliness issue) |
Governance Assessment
Strengths
- Financial oversight: Audit Chair and designated audit committee financial expert; Audit Committee reviewed 2024 10‑K financials and auditor independence; quarterly cybersecurity oversight added to charter activities .
- Independence and conflicts: Board classifies McCorkle as independent; appointment 8‑K states no related‑party transactions for McCorkle; proxy states no related‑party transactions since Jan 1, 2021 requiring disclosure .
Watch items / RED FLAGS
- Section 16 timeliness: McCorkle filed Form 3 late and one late Form 4 in 2022 (process/control blemish) .
- Board structure: No Lead Independent Director; CEO also serves as Board Chair (reduced independent leadership) .
- Audit Committee independence transition: In 2024, Audit Committee included the CEO; in 2025, membership reflects only independent directors (improvement, but highlights prior-year independence gap permitted under OTCQB) .
Compensation structure observations
- Director pay is modest and primarily cash plus time‑vested options; 2023 paid cash only; 2024 added an option grant ($24,471 fair value) and increased cumulative option overhang to 1,000,000, enhancing equity alignment despite small ownership percentage .
Related‑Party & Conflicts
- 8‑K at appointment: “no related-person transaction” for McCorkle; no arrangements/understandings for selection beyond formal director compensation plan .
- Proxy disclosure: no related‑party transactions since January 1, 2021; Board has formal related‑party review policy .
Notes on Independence, Attendance, Engagement
- Independence: Board deems all non‑management directors independent per Nasdaq rules; OTCQB imposes no independence requirements (company relies on its charters) .
- Committee activity: Audit (4 meetings in FY23 and FY24), Compensation (1 in FY24), Nominating & Governance (1 in FY23). Director‑level attendance rates for McCorkle not individually disclosed.
Director Compensation Detail (Reference)
| Component | Terms |
|---|---|
| Cash fees | $5,000 quarterly stipend disclosed at appointment; 2023 and 2024 proxies show $20,000 annual cash retainer |
| Initial equity grant (2022) | 500,000 options; vest 50% on 10/21/2023, 50% on 10/21/2024, service‑based |
| Subsequent equity (2024) | Option award fair value $24,471; total director options outstanding 1,000,000 at 12/31/2024 |
No director stock ownership guidelines, pledging/hedging disclosures, or director meeting‑fee structures were specified for McCorkle in the cited materials.