Tim Pickett
About Tim Pickett
Tim Pickett (age 48) is Chief Medical Officer and a director at NAKA; he founded the company in 2019, served as CEO until August 2025, and holds a Master’s Degree in Physician Assistant Studies from the University of Utah (2014) . He is a management director (not independent), does not serve on board committees, and attended >90% of board and committee meetings in FY2024 . Performance context: the company reported declining revenue and negative EBITDA in FY2024 vs FY2023; TSR was not disclosed in the proxy .
Revenue and EBITDA (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $3,768,598* | $2,719,840* | N/A* |
| EBITDA ($USD) | ($1,514,583)* | ($3,210,165)* | N/A* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kindly MD, Inc. | Founder; Chief Executive Officer | 2019–Aug 2025 | Took the company public and led the merger with Nakamoto, bringing institutional memory and public company operations experience . |
| Kindly MD, Inc. | Chief Medical Officer | Aug 2025–Present | Clinical leadership post-merger; eligible for performance-based RSUs under amended agreement . |
| Steward Medical Group’s Physician Group of Utah | PA in General Surgery, Trauma, Emergency Medicine | 2014–Oct 2020 | Clinical operations background; advocacy on non-opioid access shaping medical policy perspective . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Government advocacy (policy engagement) | Lobbying for improved legislation on non-opioid medicine access | Not specified | Supports evidence-based alternatives and access, informing healthcare strategy and public positioning . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $127,500 | $214,134 | End-of-year base set at $265,000 as of Dec 31, 2024 . |
| Target Cash Bonus (%) | Not disclosed | Semi-annual bonus equal to 12.5% of base salary | Board discretion applies to amounts |
| Actual Cash Bonus ($) | — | $100,208 | Represents semi-annual cash plus annual equity bonus equivalent per agreement . |
| Perquisites | — | Automobile lease up to $1,000/month | Provided under employment agreement . |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual equity bonus (amended 2024) | RSUs (replaced by options) | 25% of base salary (original); replaced by 2,787 options for 2024 | 2,787 ISOs granted (2024) | Per grant terms (see equity awards table) | Board discretion; amendment dated Nov 11, 2024 . |
| Annual ISOs | Options | ≥10,000 ISOs per year (eligibility) | Multiple 2024 grants; additional 7,479 ISOs on May 12, 2025 | Per grant terms | Subject to Board review annually . |
| Performance-based RSUs (post-merger) | RSUs (PBRSUs) | $50,000 (eligibility) | Subject to Board approval and award agreement | Per award agreement | Added in Aug 13, 2025 amendment; and eligible for equity programs post-merger . |
The proxy does not disclose quantitative performance weights or specific corporate KPIs (e.g., revenue, EBITDA, TSR) linked to payouts for Mr. Pickett; compensation is largely board-determined with stated eligibility thresholds rather than fixed metric weightings .
Equity Ownership & Alignment
- Beneficial ownership (Oct 30, 2025): 3,053,047 shares; comprises 99,025 shares held directly, 45,044 options exercisable within 60 days, and 2,886,744 shares plus 22,234 options exercisable within 60 days held by Wade Rivers, LLC (beneficially owned by The Wade Rivers Trust where Pickett serves as investment trustee). Percent of outstanding indicated as less than 1% (based on 439,850,889 shares outstanding) .
- Insider trading policy prohibits pledging, margin, short sales, options trading on company securities, and hedging—reducing alignment risks from pledging/hedging .
Outstanding Equity Awards (as of FY2024 year-end)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 12/31/2024 | 3,342 | — | 1.36 | 12/31/2029 | Fully vested |
| 09/30/2024 | 1,577 | 3,472 | 3.00 | 09/30/2029 | 3-year monthly time-vest |
| 09/30/2024 | 871 | 1,916 | 3.00 | 09/30/2029 | 3-year monthly time-vest |
| 09/30/2024 | 10,000 | — | 5.50 | 09/30/2029 | Fully vested |
| 07/31/2024 | 10,562 | 15,438 | 1.90 | 07/31/2029 | 2-year monthly time-vest |
| 07/31/2024 | 12,187 | 17,813 | 1.90 | 07/31/2029 | 2-year monthly time-vest |
| 01/02/2024 | 215 | — | 5.50 | 01/02/2029 | 6-month cliff then 100% vest |
2022 Plan change-in-control terms accelerate vesting of options and RSUs and deem performance shares achieved to 100% pro rata by elapsed months—implying potential accelerated equity realization under CoC events .
Employment Terms
| Term | Key Provision | Detail |
|---|---|---|
| Role and Base | CEO (2019–Aug 2025); CMO (Aug 2025–) | Initial base $150,000; escalates to $265,000 upon funding ≥$3,000,000; minimum 4% annual increases; automobile lease up to $1,000/month . |
| Cash/Equity Incentives | Eligibility thresholds | Semi-annual cash bonus ≥12.5% of base; annual RSUs ≥25% of base; annual ISOs ≥10,000; $50,000 PBRSUs eligibility added Aug 13, 2025 . |
| 2024 Amendments | Equity substitution | Nov 11, 2024: 2,787 options in lieu of RSUs . |
| May 12, 2025 Amendment | Additional ISOs; post-termination exercisability | 7,479 ISOs; equity awards remain exercisable for one year post-employment; waiver of any right to future equity interests and “good reason” claim tied to merger (later modified in Aug amendment) . |
| Severance (no cause/good reason) | Cash multiples; equity acceleration | Accrued obligations; 2x current annual salary; prorated incentive for year; sum of five years of incentive compensation/performance payments/options; immediate vesting of all unvested options/warrants; retirement vesting catch-up; lump-sum paid within 45 days (or later per release timing). Death/disability include prorated bonus/incentive, equity benefits, medical/retiree coverage . |
| Other termination | Cause/voluntary resignation | Accrued obligations; lump-sum payout timing; retiree coverage under certain scenarios . |
| Restrictive covenants | Conditions to severance | Non-competition, non-solicitation, non-disparagement, release execution . |
Board Governance (Director Service)
- Board service history: Director since 2019; currently Class II director with term ending at the 2027 annual meeting .
- Committee roles: Does not serve on Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence status: Not listed among independent directors (independents are Blackburn, Boring, Xethalis, Yusko) .
- Attendance: Each director attended >90% of board and committee meetings in FY2024; 8 board meetings and 3 audit committee meetings held; all directors attended the 2024 annual meeting .
- Dual-role implications: He is an employee-director; CEO and Chairman roles are combined in a different individual (David Bailey), which concentrates leadership but is paired with regular executive sessions of the independent directors .
Director Compensation (Reference)
- Pre-merger (FY2024) non-employee director program: Annual cash $12,000; RSUs $12,000; options $12,000; meeting fees not paid; reimbursement for travel/lodging .
- Post-merger program (effective Aug 14, 2025): Cash retainer $100,000; committee chair retainers $25,000; annual RSU grants valued at $150,000 vesting on first anniversary; applies to non-employee directors and expected to be reflected in FY2025 proxy .
- Mr. Pickett is an employee-director; non-employee director compensation terms are not applicable to him .
Related Party Transactions and Alignment Risks
- Wade Rivers, LLC consulting: $10,000/month (amended to $12,000/month); in 2024 received $210,407 (consulting $131,441, stock awards $40,000, options $38,966); in 2023 received $161,013 (interest $34,617; consulting $126,396 incl. $99,912 stock awards); consulting terminated Aug 31, 2025 .
- Wade Rivers promissory note: $332,545 note (amended to +$17,000) at 14.9% interest; fully forgiven on Dec 31, 2023, increasing APIC by $300,000 .
- Section 16 compliance: late Form 4 filings on May 14, 2025 for certain 2024 grants (including Tim Pickett) .
- Insider policy bans pledging, margin, short sales, derivatives, hedging—reducing misalignment risk .
Compensation Structure Analysis
- Shift from equity to options in 2024: RSU annual bonus replaced by option grant (2,787 ISOs), altering risk/reward and potential selling pressure via future monthly vesting .
- Cash/equity mix: Salary increased from $127,500 (2023) to $214,134 (2024); cash bonus introduced/rose to $100,208; options awarded across multiple tranches at varied strikes with time-based vesting .
- Severance design: Very high severance economics (2x salary plus five years of incentives and immediate equity vesting) represents a shareholder risk indicator if triggered, though “good reason” claims were waived for the merger .
Equity Ownership & Vesting Pressure Indicators
- Beneficial ownership via both direct holdings and Wade Rivers, LLC suggests significant exposure to company equity, but percent outstanding remains under 1% .
- Multiple option tranches vesting monthly over 2–3 years likely create ongoing incremental potential supply from insider exercisability; however, insider policy restricts short-term trading and derivatives .
Employment Terms Summary (Change-in-Control and Clawbacks)
- Change-in-control under the 2022 plan accelerates equity; employment “good reason” includes CoC, but waived for merger (May 12, 2025 amendment). Aug 13, 2025 amendment restores eligibility for equity programs post-merger .
- Clawback specifics not disclosed; insider policy addresses trading conduct but does not detail compensation clawbacks in the proxy .
Investment Implications
- Alignment and retention: Significant beneficial ownership (direct and via Wade Rivers, LLC) and ongoing option vesting support alignment, but generous severance (2x salary plus five years of incentives with full equity acceleration) creates downside protection for the executive and potential pay-for-performance concerns if triggered .
- Selling pressure: Multiple 2024 option grants with two- and three-year monthly vesting schedules increase near-term insider exercisability; while pledging/hedging are prohibited, watch Form 4 activity given prior late filings .
- Governance: Employee-director status and the CEO-Chair combination (held by David Bailey) concentrate influence; mitigants include independent director executive sessions and committee leadership by independent directors; Tim’s absence from committees reduces direct influence over audit/compensation decisions .
- Performance linkage: Explicit metric weightings are not disclosed; incentives are board-determined with eligibility thresholds (cash %, RSU %, ISOs). Given FY2024 revenue decline and negative EBITDA, future disclosures on metric rigor and any performance RSU design post-merger will be important for assessing pay-for-performance .
Notes:
- Where performance metrics (weights/targets) are not disclosed in the proxy, they are omitted.
- Financial context table uses values retrieved from S&P Global.*