Adam Kashenberg

About Adam Kashenberg

Adam Kashenberg, age 33, is an independent, non-management director of LCTC, elected July 23, 2024 to fill a vacancy; his term runs until the 2025 annual meeting or earlier resignation/removal per bylaws . He is President, CEO, and director of Colorado Biolabs, Inc. since November 2019, with prior roles leading Kash Nutritionals (CEO, five years) and serving as VP, Business Development at Adam Nutrition; the board cited his social media sales/marketing background and finance/management skills in assessing qualifications . He serves on LCTC’s Audit Committee and is designated an “audit committee financial expert”; the board determined he is independent under NASDAQ/SEC rules for general and committee service .

Past Roles

External Roles

• No other public company directorships disclosed; current external role is as President/CEO/director of Colorado Biolabs (manufacturer/supplier of iron supplement products) .

Board Governance

Fixed Compensation

• No stock awards, option awards, non-equity incentive compensation, deferred comp earnings, or other director compensation; option grants to directors are at board discretion, and none are outstanding for non-employee directors .

Performance Compensation

• No performance-based director compensation (no RSUs/PSUs, options, incentive plans) or performance metrics disclosed for directors in 2024 .

Other Directorships & Interlocks

• Governance context: EDCO Partners LLLP, controlled by LCTC’s Chairman/CFO (Vern D. Kornelsen), purchased 210,000 shares in a July 23, 2024 private placement ($3.80/share; $798,000) and holds 77.5% beneficially; EDCO is LCTC’s largest shareholder . This concentration implies potential influence over board composition and decisions.

Expertise & Qualifications

• Sales/marketing expertise (notably social media), finance, and management; appointed to contribute to growth strategy per board chair’s statement .
• Financial oversight credentials: designated audit committee financial expert; serves on audit committee .

Equity Ownership

• No options or equity awards disclosed for non-employee directors; no pledging/hedging disclosures specific to Kashenberg. Company has no explicit anti-hedging policy for employees/directors (red flag for alignment) .

Governance Assessment

• Independence and committee work: Kashenberg is one of two independent directors and an audit committee financial expert; his presence strengthens financial oversight amid a small board without dedicated compensation/nominating committees .
• Attendance and engagement: Met ≥75% aggregate attendance thresholds; all directors attended all board meetings—supports baseline engagement .
• Alignment and incentives: Minimal director cash pay ($750 in 2024), no equity; his personal stake (1,000 shares, <1%) suggests limited “skin in the game” at present; absence of director equity grants and lack of anti-hedging policy weaken alignment signals .
• Conflicts and control risks: EDCO Partners LLLP (controlled by the Chairman/CFO) holds ~76–78% of shares and participated in related transactions, including purchasing shares exercised by an officer (Controller), raising related-party and minority shareholder protection concerns; board also includes Chairman’s son as a non-management director, and only two directors are designated independent (red flags) .
• Compensation governance: Full board sets executive pay without an independent compensation committee or external consultants; while common in microcaps, this structure increases risk of perceived conflicts or insufficient pay-for-performance rigor .

RED FLAGS:

• Highly concentrated control by EDCO Partners LLLP/Vern D. Kornelsen; related-party transactions and family ties on board .
• No anti-hedging policy; limited independent committee structure (no standing compensation/nominating committees) .
• Only two independent directors designated; potential minority shareholder governance risk .

Insider Trades & Compliance