Jared Stanley
About Jared Stanley
Jared Stanley is a co-founder of Charlotte’s Web and has served multiple executive roles since 2013. He rejoined the Board on June 13, 2024 and is currently CEO of DeFloria, Inc. (since June 2024). He is not independent under SEC and NI 52-110 rules. He holds a degree in Applied Human Sciences from Colorado State University. Prior board service includes Charlotte’s Web (Jan 2018–Mar 2021) and AJNA Holdings PBC (Apr 2021–May 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charlotte’s Web | Chief Commercial Officer | Sep 2023–Jun 2024 | Oversaw Cultivation & Breeding, R&D, Sales, NPD, Science, legislative affairs |
| Charlotte’s Web | Chief Operating Officer | May 2022–Sep 2023 | Operations leadership |
| Charlotte’s Web | Chief Cultivation & Innovation Officer | Dec 2021–May 2022 | Innovation and cultivation leadership |
| Charlotte’s Web | Chief Cultivation Officer | Mar 2019–Dec 2021 | Built scalable raw material supply systems in 3 U.S. States and Canada |
| Charlotte’s Web | Director | Jan 2018–Mar 2021 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DeFloria, Inc. | Chief Executive Officer | Jun 2024–present | CWBHF has supply/service agreements and a promissory note with DeFloria |
| AJNA Holdings PBC | Director | Apr 2021–May 2022 | Related interest holder; AJNA jointly owns DeFloria with CWBHF |
| Stanley Brothers USA | Co-Founder, Director, Shareholder | Ongoing (disclosed as interest) | SBH Purchase Option remains in effect with CWBHF |
Board Governance
- Committee assignments: None; he is not listed on Audit, Compensation, or Corporate Governance & Nominating committees .
- Independence: Not independent under SEC rules and NI 52-110; only McCarthy, McElwee, and Usifer are independent .
- Attendance: Board held 12 meetings in 2024; nominees attended 100% except McElwee and McCarthy each missed one—implies Stanley attended 100% during his service .
- Years of service on current board: Since June 13, 2024 (prior board service Jan 2018–Mar 2021) .
- Majority Voting Policy: Directors with <50%+1 “For” must tender resignation; Board will disclose decision within 90 days .
2025 AGM Director Vote Outcome (Signal on investor confidence)
| Director | Votes For | Votes Withheld | % For |
|---|---|---|---|
| Jared Stanley | 9,676,914 | 4,926,859 | 66% |
Fixed Compensation
- Non-employee director fees: Standard program provides $130,000 cash retainer; RSU grants of 75,000 units annually; chair and committee retainers apply. However, Stanley did not receive compensation for his role as a board member in 2024 .
- Consulting agreement: Entered June 13, 2024 (proxy); bi-weekly payment of $6,000 plus expenses; also referenced in Q2/Q3 10-Q as June 21, 2024 with “bi-weekly fee of $6” (thousands) .
2024–2023 Executive Compensation (as Former CCO; for pay-for-performance context)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $325,000 | $161,250 |
| Bonus (cash) | $0 | $46,118 |
| Stock Awards (grant-date fair value) | $7,560 | $23,422 |
| Option Awards | $17,576 | $0 |
| Non-Equity Incentive | $0 | $0 |
| All Other Compensation | $20,664 | $12,023 |
| Total | $370,800 | $242,813 |
Performance Compensation
| Program Element | Target Metrics Disclosed | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Cash Bonus (NEOs) | Not specifically disclosed; committee considers leadership and performance | Annual payout | Discretion used; risk-balancing described |
| LTIP (RSUs for directors) | RSU counts disclosed; no performance metrics (time-based vesting) | 100% vests at first anniversary of grant (AGM date) | Non-employee directors: 75,000 RSUs annually; Chair: 85,000 RSUs |
| LTIP (NEOs) | Performance criteria may be determined by Board; details not public | Generally 10-year term for options; RSU terms per grants | No repricing allowed; director annual equity value limits set |
The proxy emphasizes discretion and balancing of annual and long-term incentives but does not publish quantitative performance targets (EBITDA, TSR, etc.) for NEOs or directors .
Other Directorships & Interlocks
| Entity | Stanley’s Role/Interest | Nature of Company Transaction | Amounts/Terms |
|---|---|---|---|
| DeFloria, Inc. | CEO; CWBHF joint owner with AJNA | Supply agreement (raw material at COGS) | $641 revenue recognized for Q2 2025; accounted at COGS level |
| DeFloria, Inc. | CEO | Master services agreement | $75 (Q2) and $150 (H1) revenue recognized for 2025; A/R $1,059 at 6/30/25 |
| DeFloria, Inc. | CEO | Promissory note from CWBHF | $750 note dated Jul 15, 2025; $575 balance at 9/30/25; due at later of 12/31/26 or qualifying financing; default terms specified |
| Stanley Brothers USA | Co-Founder/Director/Shareholder | SBH Purchase Option with CWBHF remains in effect | Related-party exposure; details in proxy |
| AJNA (public benefit corp.) | Shareholder; prior director | Joint ownership of DeFloria with CWBHF | Strategic interlock via DeFloria |
Expertise & Qualifications
- 15+ years cannabis/hemp industry experience; built scalable, consistent hemp raw material supply systems across U.S. and Canada .
- Deep operations, cultivation, and innovation expertise; public-facing leadership of Charlotte’s Web mission and technology .
- Recognized sector operator; press materials cite leadership in pharma-grade cannabinoid manufacturing and genetics foundation for DeFloria .
- Education: Colorado State University, Applied Human Sciences .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Jared Stanley | 481,764 | <1% | Apr 15, 2025 |
Additional >5% holders include BT DE Investments (19.9%) and a shareholder group with Joel and Jesse Stanley and Lynn Kehler (7.3%) .
Fixed Director Compensation Program (for reference; Stanley did not receive)
| Fee Type | Role | Amount |
|---|---|---|
| Board Retainer | Board Member | $130,000/year |
| Additional Retainer | Chair | $38,000/year |
| Committee Retainer | Audit Chair | $20,000/year |
| Committee Retainer | Comp Chair | $10,000/year |
| Committee Retainer | Governance Chair | $10,000/year |
| Committee Member | Any Committee | $5,000/year |
| RSUs | Board Member | 75,000 RSUs/year; vest 1-year |
| RSUs | Chair | 85,000 RSUs/year; vest 1-year |
Mr. Stanley did not receive director compensation and is paid under a consulting agreement ($6,000 bi-weekly) .
Related-Party Transactions (Conflict Risk)
- Consulting Agreement: Bi-weekly $6,000 plus expenses; entered June 13, 2024 (proxy), referenced June 21, 2024 in 10-Q; ongoing payments to a sitting director and former executive .
- DeFloria Transactions: CWBHF supplies materials and services to DeFloria (CEO: Stanley); a $750 promissory note was issued July 15, 2025; balances and revenues disclosed; creates recurring financial ties to an entity led by a director .
- Stanley Brothers USA: Purchase option with CWBHF still effective; Stanley is a co-founder/director/shareholder; represents potential conflict channel .
Governance Assessment
-
Strengths
- High attendance: 100% board attendance in 2024 during his term, indicating engagement .
- Deep domain expertise in cultivation, operations, and pharma-grade cannabinoid development—useful for strategic oversight in a regulated industry .
-
Concerns and RED FLAGS
- Not independent under SEC and NI 52-110; independence is central to committee service and objective oversight .
- Active consulting arrangement with the Company while serving on the Board ($6,000 bi-weekly); raises alignment and conflict questions versus typical non-employee director pay .
- Material related-party exposure through DeFloria (CEO role) and Stanley Brothers USA (option) with disclosed CWBHF transactions and financing; ongoing operational and financial ties can impair perceived independence .
- Weak shareholder support: 66% “For” at 2025 AGM—the lowest among nominees—signals investor skepticism; although above majority voting threshold, the 34% withheld is notable .
-
Implications
- Board effectiveness may be constrained by independence issues and related-party exposures; best practice would be enhanced recusal protocols and robust CG&N oversight of all transactions involving DeFloria/SBH/AJNA .
- Investors should monitor future disclosures for any expansion of consulting scope, equity awards, or DeFloria/SBH transactions, and track voting trends for director re-elections and any governance remediations .