Joseph Dowling
About Joseph Dowling
Joseph Dowling, 67, is CV Sciences’ Chief Executive Officer (since May 31, 2018), Director (since 2018), and former CFO (2014–2019). He holds a B.A. in Economics from UCLA and is a Certified Public Accountant, with prior senior roles at MediVas (President/CFO) and Citigroup (Managing Director, M&A) . Under his tenure, TSR (value of $100 investment) was $25.00 in 2022, improved to $33.33 in 2023, then fell to $25.00 in 2024, while net income moved from a loss in 2022 to a profit in 2023 and back to a loss in 2024 . CVSI’s executive program does not use TSR or net income in compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CV Sciences | CFO | 2014–2019 | Built finance function; oversaw SEC reporting and operations |
| MediVas, LLC | President & CFO | 2005–2013 | Led R&D, product development, alliances with Pfizer, Merck, Wyeth, DSM, Guidant, Boston Scientific |
| Citigroup | Managing Director, M&A | 1998–2005 | Led transactions, strategic advisory |
External Roles
- No current public company directorships disclosed beyond CV Sciences .
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | 400,523 | 277,883 | 295,072 | 294,597 |
| Vehicle Allowance ($) | 18,000 | 21,100 | 18,000 | 15,000 |
| Bonus Target (% of Salary) | — | — | 50% | 50% |
Notes:
- In 2023 and 2024, no cash incentive bonuses were paid due to company financial performance .
- Prior salary deferrals and amendment reduced base salary to $300,000 effective Jan 5, 2023; no additional deferred compensation accrued after Oct 1, 2022 per earlier arrangement .
Performance Compensation
| Component | Metric | Weighting | Target | Actual Payout | Vesting / Timing |
|---|---|---|---|---|---|
| Annual Bonus | Company and/or individual performance objectives; Board discretionary | N/A | 50% of base salary | $0 (FY 2023, FY 2024) | Paid annually if earned; typically paid early following year |
| Option Awards (2023) | 2,500,000 options at $0.04; grant-date FV $90,080 | N/A | N/A | Granted | Options vest over time; FY 2023 YE: 625,000 exercisable, 1,875,000 unexercisable; exp 3/14/2033 |
| Option Awards (2024) | 3,000,000 options at $0.05; grant-date FV $148,070 | N/A | N/A | Granted | FY 2024 YE: 500,000 exercisable, 2,500,000 unexercisable; exp 6/19/2034 |
| Option Awards (Feb 2025) | 3,000,000 options at $0.03725 | N/A | N/A | Granted | 2025 grant; post-FY 2024; terms not in FY 2024 outstanding table |
Additional policy notes:
- Company states it does not use TSR or net income loss in its compensation programs .
- Company does not have hedging/offsetting practices to protect against decreases in market value of equity securities .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | Ownership % | Breakdown |
|---|---|---|---|
| Mar 31, 2023 | 165,000 | <1% | 15,000 common + 150,000 options exercisable within 60 days |
| Mar 31, 2024 | 1,137,222 | <1% | 15,000 common + 1,122,222 options exercisable or vesting within 60 days |
| Mar 31, 2025 | 3,137,222 | 1.7% | 15,000 common + 3,122,222 options exercisable or vesting within 60 days |
Outstanding equity awards (FY-end):
- FY 2023: 12/28/2015 option 150,000 @ $0.16 exp 12/28/2025; 3/15/2023 option 625,000 exercisable / 1,875,000 unexercisable @ $0.04 exp 3/14/2033 .
- FY 2024: 12/28/2015 option 150,000 @ $0.16 exp 12/28/2025; 3/15/2023 option 1,458,333 exercisable / 1,041,667 unexercisable @ $0.04 exp 3/14/2033; 6/20/2024 option 500,000 exercisable / 2,500,000 unexercisable @ $0.05 exp 6/19/2034 .
Pledging and guidelines:
- No pledging disclosures identified in proxy ownership tables; stock ownership guidelines not disclosed. Company states no hedging policy to offset decreases in equity value .
Employment Terms
- Agreement effective June 20, 2024; three-year term through June 20, 2027; base salary $300,000; annual review by Board .
- Annual bonus target: 50% of base salary; payout at Board’s sole discretion, based on Company and/or individual performance .
- Equity eligibility under 2023 Equity Incentive Plan; options and stock awards at Board’s discretion .
- Severance:
- For cause: salary through termination; no severance or accrued vacation/bonuses .
- Without cause or resignation for good reason: pay unpaid deferred compensation and continue salary, benefits, earned bonuses, and other compensation through end of term, but not less than one year after termination .
- Voluntary (without good reason): salary through termination; no severance or accrued vacation/bonuses .
- Death/disability: salary and accrued benefits through date; plus one year of salary and accrued benefits; equity becomes fully vested upon death/mental/physical disability .
- Change-of-control: lump sum cash payment equal to two times base salary (updated from prior $1,050,000 fixed amount) .
- 280G excise tax protection: best-net cutback; payments reduced to one dollar below excise-tax threshold if that yields higher net after-tax than full payments .
- D&O insurance participation; term life insurance $1,500,000 and disability insurance provided per agreement .
- Insider trading policy adopted and filed with 2025 10-K exhibits .
Board Governance
- Board service: Director since 2018; currently nominated annually .
- Committee roles:
- 2023: Audit () and Governance & Nominating () .
- 2024: Audit () and Governance & Nominating () .
- 2025: Governance & Nominating (*) only .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director, justified by company size .
- Meetings and attendance:
- FY 2022: seven Board meetings; no director attended fewer than 75% of meetings .
- FY 2023: four Board meetings; no director attended fewer than 75% .
- FY 2024: five Board meetings; no director attended fewer than 75% .
- Committee activity:
- Compensation Committee: independent non-employee directors; one meeting in FY 2023; previously retained Radford in 2019 for benchmarking; no consultant engaged in 2023 .
- Nominating & Governance: one meeting in FY 2024; charter posted online .
Director Compensation (context for governance)
- Non-employee directors (FY 2023) received $20,000 cash retainer; outstanding options 500,000 each (Corroon, McCorkle) . Dowling, as an employee director, is compensated under executive program.
Revenues and EBITDA (Company performance context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 16,205,000* | 16,004,000* | 15,705,000* |
| EBITDA ($) | (7,137,000)* | 3,846,000* | (840,000)* |
Values retrieved from S&P Global.*
Pay Versus Performance (select disclosure)
| Year | PEO SCT Total ($) | PEO CAP ($) | Non-PEO SCT ($) | Non-PEO CAP ($) | TSR ($100 investment) | Net Income (Loss) ($) |
|---|---|---|---|---|---|---|
| 2022 | 298,983 | 245,287 | 210,471 | 183,623 | 25.00 | (8,214,000) |
| 2023 | 403,152 | 313,970 | 273,041 | 228,450 | 33.33 | 3,102,000 |
| 2024 | 457,667 | 241,256 | 343,322 | 175,935 | 25.00 | (2,394,000) |
Compensation Structure Analysis
- Shift toward equity: Large option grants in 2023 (2.5M) and 2024 (3.0M), plus 3.0M in Feb 2025, indicate elevated equity-based incentives despite no cash bonuses in 2023–2024 .
- Guaranteed vs at-risk pay: Base salary held at $300,000; annual bonus remains discretionary and unpaid for 2023–2024, increasing reliance on equity awards for upside .
- Performance metrics: Company states it does not use TSR or net income in compensation programs; annual bonus goals are Board-set and discretionary .
- Equity plan transition: 2013 Plan terminated June 1, 2023; new 2023 Plan with 10-year term and evergreen feature; 2024/2025 share reserve increases noted .
Employment Terms – Severance and Change-of-Control Economics
- Without cause / good reason: Continued pay and benefits through end of term, but minimum one year post-termination .
- Change-of-control: Lump sum equal to 2× base salary; earlier fixed parachute of $1,050,000 superseded by 2× salary under new agreement .
- Equity acceleration: Death/disability accelerates full vesting; for termination without cause or with good reason, equity remains in force and continues to vest .
- 280G “best-net” cutback, not a gross-up .
Risk Indicators & Red Flags
- Governance: CEO also Chairman; no Lead Independent Director—concentration of power and potential independence concerns .
- Pay design: Heavy option grants with low strikes ($0.04–$0.05, $0.03725) could create future selling pressure if awards become significantly in-the-money .
- Policy gap: Company states no hedging/offsetting practices, which can weaken alignment protections .
- Say-on-pay cadence: Advisory vote proposed every two years in 2025 (shift from annual), potentially reducing shareholder feedback frequency .
Investment Implications
- Retention risk appears mitigated by robust equity overhang and continued vesting on certain terminations; however, bonus discretion with zero payouts in 2023–2024 may limit cash retention levers .
- Alignment is mixed: meaningful option-based exposure at very low exercise prices aligns upside with shareholders, but absence of hedging restrictions and concentrated board leadership (CEO/Chair) heighten governance risk .
- Trading signals: Large tranches of low-strike options (2015/2023/2024/2025 grants) raise the probability of future exercises and potential supply overhang if stock appreciates; monitor Form 4 filings for timing and selling behavior post-vesting/exercisability .
- Change-of-control economics (2× salary, continued vesting in some cases) could affect strategic optionality; deal scenarios may accelerate value realization for award holders, influencing negotiation dynamics .