Edward Gildea
About Edward Gildea
Edward Gildea is MariMed’s independent non-executive Chairman of the Board (since February 2023), age 73, and a director since the company’s formation. He is a partner at FisherBroyles LLP (since 2014) and previously served as President, CEO, and Chairman of Converted Organics Inc. (2006–2013). He holds a B.A. from The College of the Holy Cross and a J.D. from Suffolk University Law School, and brings expertise in mergers and acquisitions, strategic planning, funding, business development, and executive leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Converted Organics Inc. (public company) | President, CEO, Chairman | 2006–2013 | Executive leadership; contributed expertise in M&A, strategic planning, funding, business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FisherBroyles LLP | Partner (Attorney) | 2014–present | Law firm partner role; corporate/legal expertise |
Board Governance
- Independence: The Board determined Gildea is independent under Nasdaq standards; Board maintains independent majority .
- Board leadership: Non-executive independent chairman structure; separate CEO; committee chairs strengthen oversight .
- Committee memberships:
- 2025 slate: Audit Committee (member), Compensation Committee (member; chair post-Annual Meeting), Nominating & Governance Committee (member) .
- Attendance and engagement:
- 2024 meetings: Board (6), Audit (5), Compensation (3), Nominating & Governance (1); all directors attended at least 75% of aggregate meetings of Board and their committees; directors encouraged to attend Annual Meeting and nominees attended in 2024 .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Board leadership | Non-executive independent Chairman (Gildea) since Feb 2023; CEO separate |
| Committees (2025) | Audit (member); Compensation (member; Chair after AM); Nominating & Governance (member) |
| 2024 Board meetings | 6 (≥75% attendance for all directors) |
| 2024 Audit meetings | 5 (≥75% attendance for all directors) |
| 2024 Compensation meetings | 3 (≥75% attendance for all directors) |
| 2024 Nominating & Governance meetings | 1 (≥75% attendance for all directors) |
Fixed Compensation
- Structure: Annual cash retainer $40,000; equity grant of 75,000 RSUs vesting one year from grant; Chair stipends—Chairman $10,000; Audit Chair $7,500; Compensation Chair $5,000; Nominating & Governance Chair $5,000 .
- 2024 actual for Gildea: Fees earned/ppaid in cash $50,000 (includes $10,000 Chairman stipend); Stock awards fair value $15,750; Total $65,750 .
| Component | Amount / Detail | Source |
|---|---|---|
| Annual cash retainer | $40,000 | |
| Chair stipends | Chairman $10,000; Audit Chair $7,500; Compensation Chair $5,000; Nominating & Governance Chair $5,000 | |
| Annual RSU grant | 75,000 RSUs; vest 1 year from grant | |
| 2024 Cash (Gildea) | $50,000 | |
| 2024 Stock award FV (Gildea) | $15,750 | |
| 2024 Total (Gildea) | $65,750 | |
| 2023 change (structure) | Retainer increased from $25,000 to $40,000; RSUs to 75,000 | |
| 2023 one-time stipends (Board) | $25,000 each to Allen and Tucker for extra work |
Performance Compensation
- Director equity has time-based vesting; no PSUs or performance metrics are disclosed for directors. Awards under the 2018 Plan are subject to the Company’s clawback policy; hedging of Company stock is prohibited by insider trading policy .
| Item | Metric/Term | Detail |
|---|---|---|
| RSU grant (2024) | Shares | 75,000 RSUs to each non-employee director; Gildea received 75,000 |
| RSU grant date | Date | June 6, 2024 |
| RSU vesting | Schedule | Vest in full one year from grant; scheduled June 6, 2025 |
| Grant date fair value (Gildea) | $USD | $15,750 (ASC 718) |
| Options (Gildea) | Quantity/expiry | 100,000 unexercised options; expire July 9, 2026 |
| Performance metrics | — | None disclosed for director awards |
| Clawback policy | Applicability | All awards under 2018 Plan subject to clawback policy |
| Hedging policy | Prohibition | Hedging (short sales, puts/calls) prohibited for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Status | Interlock/Notes |
|---|---|---|---|
| Converted Organics Inc. | President/CEO/Chairman | Prior (2006–2013) | David Allen (current MRMD director) previously CFO and EVP at Converted Organics; prior audit committee chair—historic interlock/working relationship |
| Other current public boards | — | Not disclosed | No other current public company directorships disclosed for Gildea |
Expertise & Qualifications
- Legal and corporate leadership: Partner at FisherBroyles; former public-company CEO/Chairman .
- Strategic and transactional: M&A, strategic planning, funding, business development, executive leadership .
- Education: B.A. The College of the Holy Cross; J.D. Suffolk University Law School .
- Independence: Board determined Gildea is independent .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Components / Notes |
|---|---|---|---|
| Edward Gildea | 512,724 | <1% | Includes 100,000 shares underlying outstanding options and 75,000 shares underlying RSUs subject to vesting |
Governance Assessment
-
Strengths:
- Independent chairman structure with separate CEO enhances oversight; committee chairs identified and independent composition supports governance quality .
- Attendance threshold met (≥75% across Board and committees); engagement noted for Annual Meeting attendance .
- Clawback policy applies to equity; hedging prohibited—alignment and risk mitigation mechanisms in place .
- Director compensation mix balanced—cash retainer plus time-vested RSUs; transparent disclosure of stipends and vesting .
-
Watchpoints:
- Historic interlock: Gildea and David Allen worked together at Converted Organics; while not a current external interlock, prior close working relationship warrants awareness of potential groupthink risk; counterbalanced by independent committee structures (Audit, Compensation, Nominating) .
- Related-party transactions involving CEO/COO (lease, procurement, royalties, guarantees) elevate governance risk generally; Audit Committee (of which Gildea is a member) is responsible for review/approval—oversight rigor is critical. No related-party transactions disclosed involving Gildea personally .
-
Director pay dynamics:
- 2023 increase in director cash retainer (from $25,000 to $40,000) and RSU grant (to 75,000) reflects pay structure changes; ensure alignment with company scale/performance and market benchmarks over time .
RED FLAGS: None directly tied to Gildea were disclosed (no related-party transactions, no pledging, no hedging). Governance watchpoint is the historic interlock with David Allen plus the presence of multiple management-related party transactions elsewhere in the organization—places emphasis on Audit/Comp/Nominating Committee independence and rigor .