Jamie Corroon
About Jamie Corroon
Dr. Jamie Corroon (age 55) has served as an independent director of CV Sciences since July 21, 2022. He is a licensed Naturopathic Doctor and Assistant Project Scientist at UC San Diego’s Center for Medicinal Cannabis Research (CMCR), with prior postdoctoral work in UCSD’s Department of Family Medicine focused on cannabis and cardiovascular health. He holds a BA in Political Science (USC), an MPH in Epidemiology (San Diego State University), and a Doctor of Naturopathic Medicine from Bastyr University. He previously served on CV Sciences’ Medical Advisory Board and is well-published in peer‑reviewed literature on cannabis’ clinical and public health implications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CV Sciences, Inc. | Independent Director | Director since 2022 | Chairs Compensation; Chairs Nominating & Governance; Member Audit |
| CV Sciences, Inc. | Medical Advisory Board | Prior to 2022 | Scientific guidance (prior advisory role) |
| UC San Diego, Dept. of Family Medicine | Postdoctoral Fellow (prior) | Prior to appointment | Investigated cannabis and cardiovascular health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UC San Diego – Center for Medicinal Cannabis Research (CMCR) | Assistant Project Scientist | Current | Academic research appointment |
| Center for Medical Cannabis Education | Medical Director | Since 2017 | Advises dietary supplement and cannabis companies on science, regulation, product development |
| National University of Natural Medicine – Helfgott Research Institute | Research Investigator | Since 2017 | Cannabis-related research; noted in 2024 proxy |
Board Governance
- Committee assignments and chair roles (2025 slate): Compensation Committee – Chair; Nominating & Governance Committee – Chair; Audit Committee – Member .
- Independence: Board determined all members other than CEO Joseph Dowling are independent under Nasdaq rules; CV Sciences is quoted on OTCQB (no exchange independence requirement) .
- Attendance and engagement: Five formal Board meetings in FY 2024; no director attended fewer than 75% of Board and applicable committee meetings .
- Board structure: CEO also serves as Chairman; company does not have a Lead Independent Director .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 5 |
| Audit Committee membership | Corroon, Dowling, McCorkle | Corroon, McCorkle |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee membership | Corroon (Chair), McCorkle | Corroon (Chair), McCorkle |
| Compensation Committee meetings | 1 | 1 |
| Nominating & Governance Committee membership | Corroon (Chair), Dowling, McCorkle | Corroon (Chair), Dowling, McCorkle |
| Nominating & Governance Committee meetings | 1 | 1 |
Note: Removal of CEO from Audit Committee in 2025 improves independence profile versus 2024 .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (Director) | $20,000 | $20,000 |
| Committee membership fees | Not disclosed | Not disclosed |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards ($, grant-date fair value) | $0 | $24,471 |
| Outstanding Director Options (#, as of year-end) | 500,000 (12/31/2023) | 1,000,000 (12/31/2024) |
No RSUs/PSUs for directors disclosed in 2023–2024; vesting schedules, performance metrics, and strike price details for director awards are not disclosed in the proxy .
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public company boards | None disclosed | No other public boards listed in proxy biographies |
| Private/non-profit/academic boards | Academic roles listed above | Research roles at UCSD CMCR and NUNM (Helfgott) |
| Interlocks/overlaps with customers/suppliers/competitors | Not disclosed | No related-party transactions reported since 2022 |
Expertise & Qualifications
- Licensed Naturopathic Doctor; academic research in cannabis medicine; published in peer‑reviewed literature .
- Education: BA (USC); MPH in Epidemiology (San Diego State University); Doctor of Naturopathic Medicine (Bastyr University) .
- Board rationale: Medical knowledge, independent judgment, leadership skills cited by Board .
Equity Ownership
| As-of Date | Common Shares Owned | Options (vested/will vest ≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| March 31, 2024 | 1,000 | 250,000 | 251,000 | <1% |
| March 31, 2025 | 1,000 | 1,000,000 | 1,001,000 | <1% |
No pledging or hedging of company stock disclosed; company states a general insider trading policy was adopted and filed with the 2024 10‑K (Exhibit 19.1) .
Governance Assessment
-
Positive indicators:
- Independent director with domain expertise relevant to CV Sciences’ cannabis-focused portfolio .
- Strong meeting attendance in 2024; active committee leadership (Compensation Chair; Nominating & Governance Chair) .
- Audit Committee independence improved in 2025 by removing CEO; McCorkle designated “audit committee financial expert” .
- No related-party transactions reported since 2022; formal related-party review policy in place .
-
Red flags and watch items:
- CEO serves as Chairman; no Lead Independent Director — reduces independent oversight .
- Small three‑member board places heavy responsibility on two independent directors; potential capacity/skills coverage constraints .
- 2024 Audit Committee included CEO (non-independent), though corrected in 2025 — prior-period independence concern .
- External advisory role to cannabis/supplement companies creates theoretical conflict risk if counterparties intersect CV Sciences’ ecosystem; no specific transactions disclosed (monitor future related-party disclosures) .
Shareholder Feedback Signals (Say-on-Pay, Frequency)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Elect Director: Jamie Corroon | 17,035,995 | 2,022,683 | 16,914,582 | 64,709,241 |
| Say-on-Pay (Advisory) | 28,619,025 | 5,363,646 | 1,990,176 | 64,709,241 |
| Say-on-Pay Frequency | 1 yr: 5,077,976; 2 yrs: 27,373,437; 3 yrs: 1,988,116; Abstain: 1,533,731; Broker Non‑Vote: 64,709,241 |
Majority support recorded for say‑on‑pay; shareholders favored biennial say‑on‑pay frequency .
Director Compensation Structure Observations
- Year-over-year change: Director pay shifted from all‑cash ($20k in 2023) to mixed cash + options (adding ~$24.5k option value in 2024), increasing equity exposure/alignment for independent directors .
- Consultant usage: No compensation consultant engaged in 2024; historical engagement (2019) with Radford (Aon) for peer benchmarking/philosophy development .
- Disclosure gaps: No detail on director equity vesting schedules, strike price terms, or ownership guidelines; no committee chair fee disclosures .
Related Party Transactions & Conflicts
- Company reports no related‑party transactions since January 1, 2022 and maintains a formal policy for review/approval .
- Audit Committee is responsible for approving related‑party transactions and quarterly cybersecurity oversight .
Summary Implications for Board Effectiveness and Investor Confidence
- Adding option grants in 2024 improves alignment for independent directors, including Dr. Corroon, while remaining modest in size (1,000,000 options outstanding as of 12/31/2024) .
- Governance robustness improved with 2025 Audit Committee composition, but board leadership concentration (CEO‑Chair; no Lead Independent Director) and small board size remain structural risks for oversight breadth .
- No disclosed conflicts or related‑party transactions mitigate immediate governance risk; continued monitoring is warranted given Dr. Corroon’s external advisory work in the cannabis/supplement sector .