Mathew McConnell

About Mathew McConnell

Mathew McConnell, age 66, has served as an independent director of Edible Garden AG Incorporated since May 2022. He is the Lead Independent Director, presiding over executive sessions and acting as liaison between independent directors and management; he also chairs the Audit Committee and is designated an Audit Committee Financial Expert under Item 407(d)(5) of Regulation S-K . McConnell’s career spans leadership roles in equity capital markets, including Head of US Equity Capital Markets at BancTrust & Co. Investment Bank since April 2024, with prior roles at CapConnect, Marco Polo Securities, Tellimer (Exotix Capital), and Auerbach Grayson .

Past Roles

External Roles

• Current employment: Head of US Equity Capital Markets, BancTrust & Co. Investment Bank (since Apr 2024) .
• No other public company directorships are mentioned in his biography in the Company’s proxy materials .

Board Governance

• Independence: McConnell (and Rogers, DonAroma) are independent under Nasdaq standards; the Board conducts regular executive sessions of independent directors led by the Lead Independent Director (McConnell) .
• Roles: Lead Independent Director; Audit Committee Chair and “audit committee financial expert”; member of Compensation and Nominating & Governance Committees .
• Committee meetings held:
  • 2024: Audit (4), Compensation (4), Nominating & Governance (1) .
  • 2023: Audit (4), Compensation (5), Nominating & Governance (2) .
  • 2022: Audit (3), Compensation (4), Nominating & Governance (0) .
• Attendance:
  • 2024: All directors attended at least 75% of Board and committee meetings .
  • 2023: All directors attended at least 75% .
  • 2022: All directors attended at least 75% .
• Audit Committee Report: As Chair, McConnell recommended inclusion of the audited FY2024 financial statements in the Form 10-K after discussions with management and the Auditor regarding PCAOB and SEC requirements and independence .

Fixed Compensation

Notes:

• 2022 director compensation structure included an annual cash retainer and a $75,000 equity grant of restricted stock under the Plan; McConnell’s reported stock award grant-date fair value was $75,000 .
• 2023 director compensation structure contemplated up to $75,000 cash retainer and up to $75,000 restricted stock grant; McConnell’s reported compensation shows cash only (no stock award) .

Performance Compensation

• No option awards, strike prices, or vesting schedules are disclosed for McConnell in director compensation tables for 2022–2024 .
• No clawback, tax gross-ups, deferred compensation elections, or perquisites disclosed for non-employee directors in the cited sections .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial Expertise: Audit Committee Financial Expert designation; audit chair overseeing accounting principles, controls, and related-person transactions .
• Capital Markets: Decades in ECM leadership roles (Auerbach Grayson, Tellimer/Exotix, Marco Polo Securities, BancTrust) .
• Governance: Lead Independent Director responsibilities and committee service across Audit, Compensation, and Nominating & Governance .

Equity Ownership

• Company shares outstanding basis: 2,828,661 common shares as of June 30, 2025 (Series B Preferred outstanding 15,154) .
• No disclosure of vested vs. unvested director equity, options, or shares pledged as collateral for McConnell in proxy ownership tables .

Governance Assessment

• Strengths:
  • Independent status, Lead Independent Director role, and active oversight through three committees; audit chair with financial expert designation enhances financial reporting and risk oversight .
  • Documented Audit Committee processes and formal recommendation to include audited FY2024 financials indicate engaged committee leadership .
  • Attendance: Meets minimum engagement threshold (≥75% attendance) across 2022–2024; committee meetings held regularly .
• Alignment & Compensation Signals:
  • Shift from 2022 mixed cash/equity to cash-only compensation in 2023–2024 for McConnell suggests reduced equity-based director pay; potential alignment dilution vs. 2022, but overall fees are modest for micro-cap context .
  • Beneficial ownership is de minimis (<1%); no pledged shares disclosed .
• Potential Conflicts / Red Flags:
  • Board family tie: Pamela DonAroma is the aunt of CEO James Kras; while McConnell is independent, family relationship on the Board can raise perception risks; mitigating factor is independent-only committee composition and executive sessions led by McConnell .
  • External capital markets role: As Head of US ECM at BancTrust, conflicts could arise if BancTrust seeks to provide services to EDBL; no related-party transactions disclosed involving McConnell, and the Audit Committee (which he chairs) reviews and approves related-person transactions per policy .
  • Financing structure: Series B Preferred stock issued to Streeterville with voting rights up to 9.99% of common; while not a McConnell-related party, concentrated voting features warrant continued audit/board scrutiny on governance balance .

Overall, McConnell’s independence, lead role, and audit expertise support board effectiveness. Key watchpoints are equity alignment (limited personal ownership, declining equity grants), and monitoring potential capital markets conflicts if counterparties overlap with his employer, alongside broader board-family ties. Continuous adherence to the related-party transaction policy and maintaining independent committee oversight are important mitigants .