David Allen
About David Allen
David Allen is an independent director of MariMed (MRMD), serving on the Board since June 2019 and currently age 70 . He is a licensed CPA with a bachelor’s in accounting and a master’s in taxation from Bentley College, and is an Associate Professor of Accounting at Southern Connecticut State University since 2017 (previously adjunct for 12 years) . Allen brings 28+ years of experience as a director, CEO, and CFO of public companies and is designated the Board’s “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Iconic Brands, Inc. | Chief Financial Officer | Jul 2021 – May 2023 | Named defendant in the Iconic bankruptcy matter (involuntary petition Oct 16, 2023; converted to Chapter 7 Jan 5, 2024) . |
| Charlie’s Holdings, Inc. (formerly True Drinks) | Chief Financial Officer | Apr 2019 – Jun 2021 | Later served as Audit Committee Chair (Jun–Nov 2021) . |
| WPCS International, Inc. | Chief Financial Officer | Dec 2014 – Jan 2018 | Engineering firm focused on communications networks . |
| Bailey’s Express, Inc. | Chief Financial Officer | 2004 – 2017 | Company filed Chapter 11 in Jul 2017; Allen served as Chapter 11 Plan Administrator until Dec 2020 . |
| Converted Organics, Inc. | CFO & EVP of Administration | Jun 2006 – Jun 2013 | Previously Audit Committee Chair of the Board . |
| Southern Connecticut State University | Associate Professor of Accounting | 2017 – present | Academic role; prior 12 years as adjunct at SCSU and Western Connecticut State University . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Connecticut State University | Associate Professor of Accounting | 2017 – present | Academic appointment; complements audit and financial oversight expertise . |
| Various public companies (prior) | Director, CEO, CFO | ~28 years cumulative | Broad public company leadership experience . |
Board Governance
- Independence: The Board determined Allen is independent under Nasdaq rules; all three standing committees are composed entirely of independent directors .
- Committee assignments: Audit Committee Chair and member; also member of Compensation Committee and Nominating & Governance Committee; qualifies as the “audit committee financial expert” .
- Committee composition after Annual Meeting: Audit Committee (Allen—Chair, Gildea), Compensation (Allen, Gildea, Selhub—Chair Gildea), Nominating & Governance (Allen, Gildea, Selhub—Chair Selhub) .
- Attendance: In fiscal 2024, the Board met 6 times; Audit 5; Compensation 3; Nominating & Governance 1; all directors attended at least 75% of Board and applicable committee meetings; all director nominees attended the 2024 annual meeting .
Fixed Compensation
- Structure: Annual cash retainer of $40,000; annual equity grant of 75,000 RSUs vesting one year from grant; Committee Chair stipends: Audit $7,500, Compensation $5,000, Nominating & Governance $5,000; Chairman of the Board stipend $10,000 .
- One-time stipend: In 2023, Allen received a special $25,000 stipend (paid in two $12,500 installments) for additional work performed .
| Year | Fees Earned or Paid in Cash | Stock Awards (ASC 718 FV) | Total |
|---|---|---|---|
| 2023 | $66,875 | $30,375 | $97,250 |
| 2024 | $47,500 | $15,750 | $63,250 |
| Cash Retainer & Stipends (Policy) | Amount |
|---|---|
| Annual Director Retainer | $40,000 |
| Audit Committee Chair | $7,500 |
| Compensation Committee Chair | $5,000 |
| Nominating & Governance Committee Chair | $5,000 |
| Chairman of the Board | $10,000 |
Performance Compensation
-
RSU Grants:
- 75,000 RSUs granted June 8, 2023; vest June 8, 2024; one-for-one into Common Shares; time-based vesting (no performance metrics disclosed) .
- 75,000 RSUs granted June 6, 2024; vest June 6, 2025; one-for-one into Common Shares; time-based vesting (no performance metrics disclosed) .
-
Options:
- Unexercised stock options of 100,000 (as of Dec 31, 2024) expiring July 9, 2026 .
- In 2023 disclosure, 200,000 options outstanding with expirations: 100,000 expiring Sep 27, 2024 and 100,000 expiring Jul 9, 2026 .
- 2021 policy stated annual options of up to 100,000 with five-year term at exercise price equal to fair value on grant date (historical framework; now replaced by RSU grants) .
| Grant Type | Grant Date | Quantity | Vest/Expiration | Performance Metrics |
|---|---|---|---|---|
| RSUs | Jun 8, 2023 | 75,000 | Vest Jun 8, 2024 | None; time-based |
| RSUs | Jun 6, 2024 | 75,000 | Vest Jun 6, 2025 | None; time-based |
| Stock Options | Various (legacy) | 200,000 (2023 disclosure) | 100,000 exp. Sep 27, 2024; 100,000 exp. Jul 9, 2026 | Not performance-based (standard options) |
| Stock Options | As of 12/31/2024 | 100,000 | Exp. Jul 9, 2026 | Not performance-based |
- Clawback: Awards under the 2018 Plan are subject to the Company’s clawback policy in effect at the time of grant .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | No current external public boards disclosed in 2024–2025 proxies . |
| Charlie’s Holdings, Inc. | Audit Committee Chair | Past | Jun–Nov 2021; previously CFO . |
| Converted Organics, Inc. | Audit Committee Chair (past), CFO & EVP | Past | Board committee leadership prior to CFO role . |
Expertise & Qualifications
- Licensed CPA with deep CFO experience across multiple public companies; designated audit committee financial expert .
- Academic expertise in accounting (Associate Professor at SCSU), supporting rigorous oversight of financial reporting and internal controls .
- Significant restructuring exposure (Bailey’s Express Chapter 11; Iconic Brands bankruptcy involvement), indicating experience with distressed situations and creditor processes .
Equity Ownership
| Record Date | Beneficial Ownership (Shares) | % of Outstanding | Components Noted |
|---|---|---|---|
| 2024 | 308,333 | <1% | Includes 200,000 options and 75,000 RSUs subject to vesting . |
| 2025 | 283,333 | <1% | Includes 100,000 options and 75,000 RSUs subject to vesting . |
- Insider trading policy prohibits hedging transactions (short sales, puts, calls) by directors; pre-clearance required for trades; no pledging policy disclosed; no pledges reported for Allen .
Governance Assessment
- Board effectiveness: Allen’s role as Audit Committee Chair and audit committee financial expert strengthens oversight of financial reporting and auditor independence; committees composed entirely of independent directors per Nasdaq rules support governance quality .
- Engagement: Attendance at least 75% across Board and committee meetings, with all nominees attending the annual meeting, indicates baseline engagement standards are met .
- Pay and alignment: Director pay mix combines cash retainer and annual RSUs with one-year vesting; RSUs and legacy options create equity exposure, though beneficial ownership remains <1% of outstanding shares; awards subject to clawback add shareholder protection .
- Conflicts/Red flags:
- Iconic Brands bankruptcy matter—Allen is a named defendant in the Chapter 7 case, which could pose reputational and potential distraction risks; investors should monitor case progression and any financial implications or disclosures .
- Prior involvement with companies that underwent bankruptcy (Bailey’s Express) signals experience in restructuring but may raise questions about historical outcomes; context suggests administrative leadership in plan wind-down .
- No related-party transactions, tax gross-ups, or pledging disclosures specific to Allen identified in the proxies reviewed; hedging prohibited by policy .
RED FLAGS
- Named defendant in Iconic Brands Chapter 7 bankruptcy proceeding (converted Jan 5, 2024) .
- Historical association with Bailey’s Express Chapter 11; served as Plan Administrator through case closure (Dec 2020) .
Positive Signals
- Independent status, audit financial expert designation, and chairing the Audit Committee, with committees comprised solely of independent directors .
- Consistent meeting attendance and annual meeting participation .
- Equity compensation subject to clawback under the 2018 Plan .