Lorraine D’Alessio
About Lorraine D’Alessio
Lorraine D’Alessio is an independent director of Mangoceuticals, Inc. (MGRX) since October 2022, age 44 as of May 6, 2024. She is CEO and Managing Partner of D’Alessio Law Group, with legal and governance expertise, and previously served as a policy analyst for the Government of Ontario; education includes BA (University of Toronto, 2005), MPP (Queen’s University, 2006), and JD (Southwestern Law School, 2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Ontario | Policy Analyst/Advisor | 2005–2007 | Public policy analysis experience |
| Artists for Change (non-profit) | Board Member | Since 2016 | Focus on social-impact media projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| D’Alessio Law Group, PLC | CEO & Managing Partner | Since 2010 | Immigration and entertainment law; clients include Next Models, Food Network, Pepperdine, etc. |
| American International Holdings Corp. (OTC: AMIH) | Director; Audit Committee Member | Jan 2022–Mar 2023 | Prior public board service |
Board Governance
- Committee assignments: Audit Committee Member; Compensation Committee Member; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined D’Alessio is independent under Nasdaq and Exchange Act Rule 10A-3; all three committees comprise independent directors .
- Audit Committee financial expert: Alex Hamilton designated (not D’Alessio) .
- Board leadership: Combined Chair/CEO structure (Jacob Cohen) .
- Attendance rate: Not disclosed.
- Equity ownership policy: Company has no equity ownership guidelines; plans to implement an anti-hedging policy in the future (short sales discouraged) .
- Clawback policy: Adopted Oct 26, 2023 under Nasdaq Rule 5608; applies to “Covered Officers” (executives) .
Fixed Compensation
| Component | FY 2023 | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash fees disclosed for non-executive directors in 2023 |
| Committee chair/member fees | Not disclosed | No separate fees disclosed |
| Meeting fees | Not disclosed | No meeting fees disclosed |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock (RS) | Oct 14, 2022 | 75,000 | $20,881 total; $0.28/share | 1/3 on Oct 14, 2022; 1/3 Oct 14, 2023; 1/3 Oct 14, 2024 |
| Unvested RS (as of Dec 31, 2023) | — | 25,000 | N/A | Final tranche scheduled Oct 14, 2024 |
Notes:
- Non-employee director annual compensation cap under the 2022 Equity Incentive Plan: $500,000 per director ($1,000,000 in first year or for non-executive chair), measured by grant-date fair value .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Conflict Notes |
|---|---|---|---|
| American International Holdings Corp. (OTC: AMIH) | Director; Audit Committee Member | Jan 2022–Mar 2023 | Jacob Cohen was CEO/President of AMIH until Mar 2023 and is currently a director, indicating prior network overlap |
Expertise & Qualifications
- Legal/governance expertise: CEO/Managing Partner at D’Alessio Law Group; recognized as 2017 Leader in Law (LA Business Journal) and 2018 Enterprising Woman Award .
- Policy and public administration: Government of Ontario experience .
- Education: BA (International Relations), MPP, JD .
- Board qualifications: Board cites her legal expertise and governance/controls knowledge as qualifications .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of May 6, 2024 | As of Feb 13, 2025 |
|---|---|---|---|
| Beneficial Ownership (Common Shares) | 75,000 | 75,000 | 11,667 |
| Unvested Restricted Shares | 25,000 | 25,000 | Not disclosed |
| Shares Outstanding (for % calc) | 22,969,500 | 24,819,500 | 4,888,796 |
| Ownership % | 0.33% (75,000/22,969,500) | 0.30% (75,000/24,819,500) | 0.24% (11,667/4,888,796) |
| Pledged/Hedged Shares | Not disclosed | Not disclosed | Not disclosed |
Notes:
- Company executed a 1-for-15 reverse stock split effective Oct 16, 2024, which impacts share counts and historical awards .
Governance Assessment
- Strengths:
- Independent director with chair role on Nominating & Governance and membership on Audit and Compensation committees—positioned to influence governance standards .
- Compensation appears equity-heavy with no cash fees in 2023, which can align director incentives with shareholder value .
- Concerns/RED FLAGS:
- Absence of director stock ownership guidelines and an implemented anti-hedging policy reduces alignment safeguards; company plans to implement anti-hedging but timing uncertain .
- Significant related-party environment involving the CEO (Epiq Scripts agreements; prior AMIH ties; Mango & Peaches equity control by CEO), increasing oversight demands on independent directors and potential perception of conflicts at the issuer level .
- Combined Chair/CEO structure concentrates power; independent oversight must be robust (no Lead Independent Director disclosed) .
Implications for investor confidence:
- D’Alessio’s governance roles and independence are positives, but overall issuer-related party complexity and concentrated leadership elevate governance risk. Monitoring committee actions (especially Nominating/Governance and Audit) and future disclosures on hedging policies and ownership guidelines would be prudent - -.