David Worner
About David Worner
David Worner (age 46) is an independent director of Kaival Brands Innovations Group, Inc. (KAVL), serving since March 19, 2023. He is a career finance and accounting professional: CEO of GrowthPath Partners (since July 2021), and previously a Partner at NOW CFO (2012–2021), with SEC reporting and SOX experience at Covario and NTN Buzztime. He holds a bachelor’s degree in accounting from the University of New Orleans (2005). He chairs KAVL’s Audit Committee and is designated the board’s “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GrowthPath Partners | Chief Executive Officer | Jul 2021–present | Founder; transactional accounting/advisory leadership |
| NOW CFO | Partner | Aug 2012–Jun 2021 | National finance and accounting consulting; client advisory |
| Covario | Controller | Aug 2010–Aug 2012 | Led SEC reporting controls in a marketing services firm |
| NTN Buzztime | Accounting Manager (SEC Reporting & SOX) | Sep 2006–Aug 2012 | SEC reporting/SOX management for public interactive entertainment company |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| GrowthPath Partners | CEO | Private | Transactional accounting and advisory firm |
| Other public company directorships | — | — | None disclosed in KAVL proxy biography (no current/recent public-company board seats listed) |
Board Governance
| Body | Role | Chair? | Financial Expert? | FY2024 Meetings | Attendance/Notes |
|---|---|---|---|---|---|
| Board of Directors | Director (since Mar 19, 2023) | — | — | 24 | All directors attended ≥75% of meetings during their service in FY2024 |
| Audit Committee | Member | Yes (Chair) | Yes (SEC “audit committee financial expert”) | 4 | Committee met 4x; includes executive/private sessions with auditors/internal audit |
| Compensation Committee | Member | No | — | 0 | Compensation Committee did not meet during FY2024 (governance concern) |
| Nominating & Corporate Governance Committee | Member | No | — | 0 | Committee did not meet during FY2024 (governance concern) |
- Independence: The board determined Worner is independent under Nasdaq rules; all members of Audit/Comp/Governance committees were independent in FY2024 .
Fixed Compensation
| Pay Element | FY2023 ($) | FY2024 ($) | Notes/Terms |
|---|---|---|---|
| Cash fees (director/committee) | 37,500 | 99,167 | On Apr 24, 2024, KAVL set Worner’s annual board cash retainer at $50,000, with additional cash for chair duties (amount not specified) |
| Committee chair fees | — | Included in fees above | Additional cash compensation for Audit Chair (specific rate not disclosed) |
Performance Compensation
| Equity Instrument | FY2023 Fair Value ($) | FY2024 Fair Value ($) | Grant/Metric Details |
|---|---|---|---|
| Stock options | 108,749 | 36,071 | Equity awards to directors are at Compensation Committee discretion; no performance metrics disclosed for director equity; future equity awards contemplated in 2024 board comp agreement |
No PSUs/RSUs with disclosed performance conditions for directors. Option strike prices/vesting schedules for director grants were not disclosed in the proxy tables for FY2023–FY2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in KAVL proxy biography |
| Committee roles elsewhere | None disclosed |
| Interlocks (competitors/suppliers/customers) | No interlocks disclosed involving Worner. Company related-party dealings during FY2023–FY2024 were with entities affiliated with former executives (e.g., Bidi/Just Pick), not Worner . |
Expertise & Qualifications
- Financial leadership and transaction advisory; extensive SEC reporting/SOX experience; designated audit committee financial expert .
- Education: B.S. Accounting, University of New Orleans (2005) .
- Skills relevant to KAVL: finance, accounting, controls, audit oversight; fits chair role for Audit .
Equity Ownership
| As-of Date (Record Date) | Beneficial Ownership (Shares) | % of Class | Vested Options/Notes |
|---|---|---|---|
| May 2, 2024 | ~5,952 (via vested options exercisable) | <1% | Beneficial ownership consists of vested options; count based on 2,863,002 shares outstanding |
| Feb 25, 2025 | 520,000 | 4.5% | Footnote: does not include ~10,952 shares issuable upon exercise of vested options (to be canceled prior to closing of the Business Combination) |
Fixed vs. Performance Mix (Director Pay)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash ($) | 37,500 | 99,167 |
| Options FV ($) | 108,749 | 36,071 |
| Total ($) | 146,249 | 135,238 |
Governance Assessment
-
Strengths
- Independent audit chair with SEC “financial expert” designation; Audit Committee met 4x in FY2024 and held private sessions with auditors—supports oversight of reporting, controls, and risk .
- Meaningful equity stake by Feb 2025 (520,000 shares; 4.5% of class), aligning incentives with shareholders .
- Board engagement was high in FY2024 (24 meetings); directors, including Worner, attended ≥75% .
-
Concerns / Red Flags to monitor
- Compensation Committee and Nominating & Governance Committee did not meet during FY2024 despite significant leadership and ownership changes—this is a governance effectiveness gap. Worner serves on both committees (not chair), so committee cadence and charters’ execution warrant scrutiny .
- Company-level related-party exposure (Bidi/Just Pick) remained material in FY2023–FY2024; while no Worner-related transactions are disclosed, the board’s collective management of these conflicts should be assessed (disclosure, approvals, and mitigation) .
-
Independence & Conflicts
- Worner is classified independent under Nasdaq rules; no related-party transactions involving him were disclosed in the “Certain Relationships and Related Transactions” sections for FY2023–FY2024 .
-
Compensation structure signals
- FY2024 mix shifted toward cash (fees nearly tripled) with smaller option value vs FY2023, reducing at-risk/leveraged exposure; board compensation agreements introduced standardized cash retainers and contemplated equity, including chair premiums .
-
Engagement
- Audit Committee oversight appears active; committee private sessions and regular interactions with auditors/internal control topics are noted . Compensation and Governance committee inactivity in FY2024 detracts from overall board effectiveness .
Employment & Contract Highlights (Director)
- Board compensation agreement (Apr 24, 2024): $50,000 annual cash for board service; additional cash for committee chair service (Audit); equity awards contemplated under the agreement (specific grant details not disclosed) .
Director Compensation – Detail
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual retainer/fees (cash) | $37,500 | $99,167 |
| Option awards (grant-date FV) | $108,749 | $36,071 |
| Total | $146,249 | $135,238 |
Related-Party Exposure (Director-Specific)
- No Worner-related transactions are disclosed. Company-level related-party transactions (e.g., purchases from Bidi; lease with Just Pick) pertain to entities affiliated with former executives, not Worner .
Independence, Attendance, Engagement
- Independence: Independent under Nasdaq standards .
- Attendance: All directors attended at least 75% of board meetings; board met 24 times in FY2024 .
- Executive sessions: Audit Committee held private sessions with independent auditors and internal audit .
Other Notes
- Lead Independent Director: Not disclosed .
- Say-on-Pay / shareholder feedback: Not disclosed in the cited proxy sections .
- Ownership guidelines, pledging/hedging, clawback: No director-specific disclosures found in the proxy sections reviewed .
Overall: Worner brings credible financial oversight and independence, with clear audit leadership. The primary governance risk is committee inactivity (Compensation and Nominating/Governance) in FY2024, which should be remedied to align with best practices, particularly given the company’s related-party complexity and leadership changes .