Sheila DeWitt

About Sheila DeWitt, Ph.D.

Independent director nominee-turned-director (age 64) with >35 years in life sciences, specializing in synthetic organic chemistry and drug development. Nominated March 27, 2024 and became a board member in Q2 2024; currently serves on the Science & Technology Committee. Education: B.A. in Chemistry (Cornell, 1982) and Ph.D. in Synthetic Organic Chemistry (Duke, 1986). Recognized for >40 patent families (>70 issued patents), >60 publications/posters, and >110 oral presentations; notable awards include ACS Hathryn C. Hatch Award and ACS Gertrude Elion Medicinal Chemistry Award (2025) .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Science & Technology Committee member; committee comprised of Marcus Schabacker (Chair), Michael D. Webb, and Sheila DeWitt .
• Independence: Board determined DeWitt is not independent in 2025 due to her advisory consulting relationship with ENVB; other named directors deemed independent under Nasdaq Rules . In 2024, DeWitt was assessed as independent prior to the elevated related-party consulting spend .
• Attendance: All directors attended the 2024 annual meeting; in FY2024 the Board held 4 meetings and each director attended ≥90% of Board/committee meetings; FY2023 Board held 11 meetings with ≥90% attendance; FY2022 Board held 9 meetings with ≥75% attendance .
• Committee activity (2024): Audit met 4 times; Compensation met 3 times; Nominating & Governance met 1 time; all operate under written charters posted on the company’s website .

Fixed Compensation

• Non-employee director pay structure (2024): Annual cash retainer $40,000; Audit Chair $15,000 / member $7,500; Compensation Chair $10,000 / member $5,000; Nominating & Governance Chair $8,000 / member $4,000; Science & Technology Chair $8,000 / member $4,000 .
• DeWitt’s 2024 actual director compensation: Joined Q2 2024; cash fees $28,000; stock awards $11,695; total $39,695 .

Performance Compensation

• No performance-based metrics or non-equity incentive plan compensation disclosed for non-employee directors (structure is cash retainer plus equity grants) .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical: Synthetic organic chemistry; drug development; IP creation (>40 patent families, >70 issued patents) .
• Leadership: Founding/turnaround of biotech companies; orchestrated M&A and led global R&D organizations .
• Recognition: ACS Hathryn C. Hatch Award (2025), ACS Gertrude Elion Medicinal Chemistry Award (2025), ACS “Famous Organic Chemists” (2019), “Women to Watch” (2013) .

Equity Ownership

Notes:

• Footnotes indicate DeWitt’s beneficial ownership consists solely of common stock; no RSUs vesting within 60 days, options, or warrants included in the calculation at the stated record dates .

Governance Assessment

• Independence and conflicts: DeWitt provides advisory R&D services to ENVB (hourly, since May 2022); company incurred $221,075 in fees from FY2023 through March 31, 2025. As a result, the Board did not deem her independent in 2025 (explicitly flags potential conflict and judgment risk) .
• Alignment: Low ownership stake (<1%) with no disclosed pledging or hedging; alignment relies primarily on modest restricted stock grants rather than substantial personal investment .
• Engagement: Attendance at Board/committee meetings meets or exceeds company expectations (≥90%), supporting baseline board effectiveness .
• Committee role fit: Placement on Science & Technology aligns with her technical background; no chair roles disclosed, limiting oversight influence relative to chairs of Audit/Comp/NomGov .

RED FLAGS

• Related-party consulting payments ($221,075 in 2023–Q1 2025) and non-independent status in 2025 under Nasdaq Rules may undermine perceived board objectivity on R&D decisions and director compensation .
• Low personal share ownership (<1%) reduces economic alignment with minority shareholders; reliance on annual restricted stock for alignment is modest .
• No disclosed performance-based metrics for director pay (cash retainers plus equity), limiting explicit pay-for-performance linkage at the board level .

Mitigants

• Strong attendance and active committee operations (Audit 4x, Comp 3x, NomGov 1x in 2024) demonstrate board process discipline .
• Separation of Chair and CEO enhances oversight; independent directors populate key committees (chairs are independent) .

Related Party Transactions

• Advisory Services from Dr. DeWitt: Research and development consulting since May 2022 (hourly, as-needed). Fees incurred $221,075 from the beginning of FY2023 through March 31, 2025; Board asserts terms comparable to third parties. Audit Committee reviews related party transactions under formal policy .

Director Compensation Structure Details (Reference)

Annual cash retainer for non-employee directors: $40,000 (pro-rated quarterly) .

Committee Activity Snapshot (FY2024)

Attendance & Annual Meeting

• FY2024: All directors attended the annual meeting; each director attended ≥90% of Board/committee meetings .
• FY2023: ≥90% attendance across directors; all attended the annual meeting .
• FY2022: ≥75% attendance across directors .

Independence Status Summary

• 2024: Board determined DeWitt was independent under Nasdaq Rules .
• 2025: Board determined DeWitt is not independent due to advisory consulting relationship .

Conclusion for Investors

• DeWitt adds deep scientific expertise aligned to ENVB’s R&D oversight but carries a material related-party consulting relationship that removed her independence in 2025—a governance signal that may concern investors evaluating board objectivity. Her low equity stake (<1%) and absence of performance-linked director pay further limit alignment, while strong attendance and structured committee operations partially mitigate process risk .