Adrienne O’Neal
About Adrienne O’Neal
Adrienne O’Neal is 65 and has served as an independent director of Planet 13 since June 2019. She holds a B.S. in Marketing and an M.S. in Marriage and Family Therapy from the University of Nevada; passed the FINRA Series 7 exam; and is owner of Las Vegas Counselor LLC (since 2004) and co-owner of Red Rock Counseling (since December 2018). She has been a part-time instructor in the UNLV School of Medicine’s Marriage and Family Therapy Graduate Program (since January 2017) and previously served on the Nevada State Board of Marriage & Family Therapy and Clinical Professional Counselors (June 2017–February 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R&R Partners (advertising/marketing firm) | Account Manager | 1984–2004 | Created/managed marketing budgets for Del Webb, SNWA, Clark County School District |
| Las Vegas Counselor LLC | Owner | 2004–present | Marriage and family therapy services |
| Red Rock Counseling | Co-owner | Dec 2018–present | Private practice; training for pre-licensed graduate students |
| Nevada State Board of MFT & CPC | Appointed Member | Jun 2017–Feb 2021 | State board service (appointed by Gov. Sandoval) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UNLV School of Medicine – MFT Graduate Program | Part-time Instructor | Jan 2017–present | Academic role |
| (Public company directorships) | — | — | No other public boards disclosed in PLNH filings |
Board Governance
- Independence: O’Neal is one of two directors deemed independent under NI 52‑110 and Nasdaq rules; the Board currently has five directors, three “not independent” (executives or former executive) and two independent (O’Neal, Martin) .
- Committees: Audit Committee member; Compensation Committee Chair; Corporate Governance & Nominating Committee Chair (2024–2025) .
- Audit Committee composition: Kevin Martin (Chair, audit committee financial expert), Adrienne O’Neal (independent), and David Loop (non‑independent; former executive) . In 2024, composition was Martin (Chair), O’Neal (independent), and Lee Fraser (non‑independent; appointed CAO) .
- Attendance: In 2024, Board and committees held 30 meetings; every director attended 100% of meetings. In 2023, 7 meetings; each director attended at least 75%. In 2022, 10 meetings; each director attended at least 75%. In 2021, 4 meetings; each director attended at least 75% .
- Executive sessions: Independent directors may hold meetings without non‑independent directors or management in conjunction with Board meetings .
Committee Assignments (Current/Near‑Term)
| Committee | Membership | Chair? | As-of |
|---|---|---|---|
| Audit | Member | No | 2025 proxy |
| Compensation | Member | Yes | 2025 proxy |
| Corporate Governance & Nominating | Member | Yes | 2025 proxy |
Fixed Compensation
- Director compensation program: non‑employee director annual base fee $100,000, payable quarterly (effective January 1, 2021). 2021 plan included target annual equity compensation of two times the retainer in RSUs; no separate committee/meeting fees disclosed beyond the program .
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Cash Fees | $100,000 | $100,000 | $100,000 | $100,000 |
| Stock Awards (RSUs/stock) | $1,352,250 | — | $38,930 | — |
| Option Awards | — | — | — | — |
| Total | $1,452,250 | $100,000 | $138,930 | $100,000 |
Performance Compensation
- Planet 13 does not disclose performance‑based metrics (e.g., TSR, EBITDA) tied to director compensation; reported non‑employee director pay comprises cash retainers and periodic stock awards (predominantly time‑based). No non‑equity incentive plan compensation is shown for directors across the disclosed years .
| Performance Metrics Tied to Director Pay | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Disclosed metrics (TSR, EBITDA, ESG, etc.) | None disclosed | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
- Compensation Committee interlocks: Filings state no executive officers served on another company’s board or compensation committee that interlocked with PLNH’s Board/Comp Committee during 2022–2024. Current Compensation Committee members: O’Neal (Chair), Kevin Martin (independent), and David Loop (former executive) since Feb 7, 2024 .
- No other public company directorships for O’Neal are disclosed in the proxy biographies .
Expertise & Qualifications
- Education: B.S. Marketing; M.S. Marriage & Family Therapy (University of Nevada) .
- Credentials: FINRA Series 7; financially literate (Audit Committee members are financially literate per charter disclosure) .
- Skills: Securities knowledge and broad business background cited by the Board as qualifications to serve .
Equity Ownership
| Metric | 2022 Proxy Record Date | 2023 Proxy Record Date | 2024 Proxy Record Date | 2025 Proxy Record Date |
|---|---|---|---|---|
| Common Shares Beneficially Owned | 137,216 | 180,544 | 223,873 | 223,873 |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% |
| RSUs Outstanding (as of 12/31/2021) | 138,989 | — | — | — |
| Shares Pledged as Collateral | None disclosed | |||
| Hedging Policy | No formal anti‑hedging policy; company states, to its knowledge, none of the NEOs or directors have purchased such instruments |
Governance Assessment
-
Positives
- Independent director since 2019; chairs both the Compensation and Corporate Governance & Nominating Committees, and serves on Audit—broad governance leverage and oversight .
- 2024 attendance was 100% across 30 Board and committee meetings—strong engagement signal .
- Audit Committee chaired by an audit committee financial expert (Martin); O’Neal meets Nasdaq independence requirements for Audit and Compensation committees .
-
Watch items / potential red flags
- Only two independent directors on a five‑member Board; independence not a majority and an Audit Committee member (Loop) is non‑independent (former executive) .
- No formal anti‑hedging policy for directors/NEOs—common governance gap; although filings state none have engaged in such instruments .
- Large equity grant in 2021 (stock awards ~$1.35M vs. $100k cash retainer) followed by years with minimal/no equity (2022, 2024), suggesting volatility in director equity alignment year‑to‑year .
- Concentration of committee chair roles (Compensation and Nominating) in one independent director—monitor workload and effectiveness .
Related party exposure: Filings report no related person transactions in 2024 beyond compensation arrangements; historical related party transactions principally involved entities tied to co‑CEOs and were exited or sold to third parties prior to 2023. Audit Committee provides oversight of related party transactions per charter .