Angela McElwee
About Angela McElwee
Angela McElwee (age 48) is the independent Chair of the Board at Charlotte’s Web Holdings (CWBHF). She joined the board on October 11, 2023 and was appointed Chair on June 13, 2024. McElwee holds a B.S. in Biology from Miami University and brings nearly 30 years in natural products, including CEO experience at Gaia Herbs. She is currently Chair of the Corporate Governance & Nominating Committee and serves on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gaia Herbs, Inc. | CEO; Director | 2016–2021 (exec at Gaia 2008–2021) | Led wellness-focused CPG; board service 2013–2021 |
| Nature’s Way Products | Head of U.S. Sales | Pre-2008 | Led U.S. sales organization |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| The Absorption Company | Executive Chair | Appointed April 2025 |
| Cyanotech Inc. (Nasdaq) | Director (prior); Audit Committee member | Prior service; audit committee experience |
| Seven Sundays | Director | Board role disclosed by CWEB |
| Cerebelly | Director | Board role disclosed by CWEB |
| Nuts for Cheese Inc. | Director | Board role disclosed by CWEB |
| Naturally Network | Director (non-profit) | Board role disclosed by CWEB |
Board Governance
- Structure and independence
- Independent Chair; CEO role is separate (Chair: McElwee; CEO: William Morachnick). The board’s mandate prefers an independent Chair or a Lead Independent if Chair is not independent .
- Board determined McElwee is independent under Nasdaq and NI 52-110 .
- Committee assignments and roles (current)
- Corporate Governance & Nominating Committee: Chair (independent)
- Compensation Committee: Member (independent); served as interim Chair from Feb 6, 2024 until Jun 13, 2024
- Audit Committee: Member (independent)
- Attendance and engagement (2024)
- Board: 12 meetings; McElwee absent from one (joined 10/11/23)
- Audit Committee: 7 meetings; absent from one (joined 6/13/24)
- Corporate Governance & Nominating: 6 meetings; 100% attendance as member during periods served; appointed Chair 6/13/24
- Compensation Committee: 8 meetings; 100% attendance during periods served; Chair role transitioned to McCarthy 6/13/24
- Share ownership guidelines for directors: 3x annual retainer within 5 years of election/appointment (for McElwee, by Oct 11, 2028)
- Insider trading/hedging: Hedging transactions (short sales, puts/calls) prohibited under Insider Trading Policy
Fixed Compensation
| Component | Policy (non-employee directors) | 2024 Actual for McElwee |
|---|---|---|
| Board retainer (cash) | $130,000/year for board members; +$38,000/year additional for Chair | $106,140 cash fees earned for 2024 (reflects timing/proration following Chair appointment on 6/13/24) |
| Committee retainers (cash) | Audit Chair $20,000; Comp Chair $10,000; Governance Chair $10,000; Committee member $5,000 | Included in cash above (committee roles changed mid-year) |
| Meeting fees | Not specified (retainer-based) | Not separately disclosed |
Director compensation is primarily retainer-based with modest committee role differentials. 2024 actual cash below the full-year Chair policy is consistent with mid-year appointment timing (June 13, 2024) .
Performance Compensation
| Equity Instrument | Policy/Grant Mechanics | 2024 Details for McElwee |
|---|---|---|
| Annual RSU grant | 85,000 RSUs for Chair; 75,000 for board members; RSUs vest 100% on first anniversary of grant (granted annually on AGM date) | Stock awards fair value $17,000 in 2024; RSU valuation at grant $0.20 per share (implies 85,000 RSUs as Chair grant) |
| Vesting | 100% one-year cliff vest | Next vesting one year from 2024 grant date (AGM was June 13, 2024) |
No director performance metrics (revenue, EBITDA, TSR) apply to board RSUs; vesting is time-based, enhancing alignment without short-term financial incentives .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The Absorption Company | Private | Executive Chair | None disclosed with CWBHF |
| Seven Sundays | Private | Director | None disclosed |
| Cerebelly | Private | Director | None disclosed |
| Nuts for Cheese Inc. | Private | Director | None disclosed |
| Naturally Network | Non-profit | Director | None disclosed |
| Cyanotech Inc. | Public (Nasdaq) | Former Director; Audit Committee | Prior role; no current interlock |
- Board-level investor designee: Jonathan Atwood serves as BAT designee under Investor Rights Agreement (BT DE Investments), but this is not related to McElwee’s external roles; it is relevant to board independence dynamics she oversees as CG&N Chair .
Expertise & Qualifications
- Industry: Nearly 30 years in natural products; CEO experience at Gaia Herbs; deep “botanical industry” knowledge cited in qualifications
- Financial/Governance: Prior audit committee service at Cyanotech; current Audit Committee member at CWBHF
- Education: B.S. Biology, Miami University
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership | No Common Shares reported under SEC Rule 13d-3 as of April 15, 2025; not pledged |
| Ownership guideline | 3x annual retainer within 5 years; new directors have 5 years to comply (McElwee by 10/11/2028) |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed |
Governance Assessment
- Strengths supporting investor confidence
- Independent Chair with separation of Chair/CEO roles; robust committee footprint (CG&N Chair; Audit and Compensation member) enhances board oversight and succession, nomination, and pay governance. All three committees are fully independent .
- Active engagement: near-full attendance on Board and committees; chaired CG&N during board transition (June 2024) and helped reconstitute committee composition; majority voting policy for director elections and independent auditor transition executed through Audit Committee .
- Alignment and controls: mandatory director ownership guidelines (5-year window), prohibition on hedging, formal clawback policy for executives, and documented board mandate and committee charters .
- Watch items / potential risks
- Ownership alignment lag: no reported personal share ownership yet; however, she is within the 5-year window to meet 3x retainer guideline. Continued monitoring until guideline attainment is prudent. RED FLAG only if guideline missed after the window lapses .
- Attendance: one absence from Board and one from Audit in 2024; not a concern but short of perfect attendance .
- Board influence dynamics: presence of an investor-designated director (BAT affiliate) raises standard independence considerations; mitigated by McElwee’s independent Chair role and CG&N leadership .
- Conflicts and related-party exposure
- No related-party transactions involving McElwee disclosed; related-party items chiefly involve founders/DeFloria/AJNA/BAT; Audit Committee oversees RPT review .
- Say-on-pay context
- As an EGC, the company is not required to conduct say-on-pay votes; board still maintains Compensation Committee oversight and majority voting for director elections .
Overall: McElwee’s independent Chair role, CG&N leadership, and multi-committee participation are positives for board effectiveness. The key alignment watch item is building personal share ownership toward the 3x retainer guideline within the 5-year window. No conflicts or related-party issues are disclosed for her, and governance structures (majority voting, charters, auditor change oversight) are in place .