Elizabeth Stavola
About Elizabeth Stavola
Elizabeth (Beth) Stavola, age 54, is a director nominee to the Board of Chicago Atlantic Real Estate Finance, Inc. for a one-year term expiring in 2026; she has been determined to be independent under Nasdaq and SEC rules. She is a leading cannabis industry entrepreneur, founder of CBD for Life (2015), former COO/President of U.S. Operations and Board Member of MPX Bioceutical Corporation (sold in 2019), and previously spent 10 years on Wall Street at Jefferies & Co.; she holds a Finance degree from Monmouth University. As of the April 4, 2025 record date, she beneficially owned 0 shares (0.0% of outstanding) of REFI.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBD for Life | Founder | Founded 2015 | Built CBD-infused pain management and beauty products brand |
| MPX Bioceutical Corporation | COO; President of U.S. Operations; Board Member | Sold in 2019 | Led operations at diversified cannabis company; executed sale in 2019 |
| Jefferies & Co. | Institutional Equity Salesperson | Last 10 years on Wall Street (specific dates not disclosed) | Institutional equity sales background |
External Roles
| Category | Organization/Role | Status |
|---|---|---|
| Current public company boards | None disclosed | Not disclosed in proxy |
| Prior public company boards | Not disclosed | Not disclosed in proxy |
| Private/non-profit/academic boards | Not disclosed | Not disclosed in proxy |
Board Governance
- Independence: The Board has affirmatively determined that Ms. Stavola is independent under Nasdaq and SEC rules.
- Committee assignments: Post-Annual Meeting, she is slated to serve on the Audit Committee and Compensation Committee; she is not listed on Nominating & Corporate Governance.
- Chair roles: She is not designated as a chair; Audit Chair will be Brandon Konigsberg and Compensation Chair will be Brandon Konigsberg.
- Audit expertise: The Board identified Konigsberg and Papastavrou as “audit committee financial experts”; Ms. Stavola is deemed financially literate but not designated a financial expert.
- Lead Independent Director: Jason Papastavrou serves as Lead Independent Director.
- Attendance baseline: In 2024, the Board met six times; all incumbent directors attended at least 75% of Board and committee meetings. (Ms. Stavola was not an incumbent in 2024.)
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $72,500 | Paid quarterly in $18,125 installments; no per-meeting fees |
| Lead Independent Director retainer | $15,000 | Paid quarterly in $3,750 installments |
| Audit Committee Chair retainer | $25,000 | Paid quarterly in $6,250 installments |
| Compensation Committee Chair retainer | $10,000 | Paid quarterly in $2,500 installments |
| Nominating & Corporate Governance Chair retainer | $5,000 | Paid quarterly in $1,250 installments |
| Expense reimbursement | Reasonable expenses reimbursed | Standard policy for attending Board meetings |
Reference compensation actually paid in 2024 to incumbents: e.g., Papastavrou $92,500 cash and $75,000 stock; Konigsberg $82,500 cash and $75,000 stock; Steiner $72,500 cash and $75,000 stock. (Ms. Stavola had no 2024 director compensation as she was a 2025 nominee.)
Performance Compensation
| Item | Detail |
|---|---|
| Annual equity grant for directors | $75,000 stock award value in 2024 for each independent director |
| Plan framework | 2021 Omnibus Incentive Plan; 670,588 shares available for future issuance as of 12/31/2024 |
| Vesting precedent (independent directors) | Time-based vesting structures (one-year or three-year) used for director restricted stock grants in prior years (e.g., Papastavrou, Herbst, Konigsberg, Steiner); not performance-conditioned |
| Performance metrics tied to director pay | None disclosed for director equity grants; awards are time-based under the Omnibus Plan |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks/related parties involving Ms. Stavola | None disclosed in proxy (no related-party transactions identified specific to Ms. Stavola) |
| Broader Board conflicts landscape | Audit Committee approves related-party transactions; multiple transactions with affiliates under common control with the Manager (e.g., loan sales, assignments), and loans to Vireo (where Executive Chairman Mazarakis became CEO/co-Executive Chairman in Dec 2024) — governance oversight resides with Audit Committee (which will include Ms. Stavola) |
Expertise & Qualifications
- Cannabis industry operating expertise (founder/operator; ranked #1 on Cannabis Business Executive Women in Cannabis list in 2019) and capital markets experience (institutional equity sales).
- Considered financially literate for Audit Committee service per Board determination.
- Academic credential: Finance degree from Monmouth University.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Elizabeth Stavola | 0 | 0.0% | Director nominee; no disclosed restricted stock holdings |
| Shares pledged/hedging | Prohibited by policy (no pledging except limited, pre-approved exceptions; hedging/derivative transactions prohibited) | Policy-level disclosure | Applies to directors and officers |
Governance Assessment
- Strengths: Independent status; committee placements on Audit and Compensation enhance oversight over financial reporting, related-party transactions, and pay practices; financially literate for Audit service; relevant domain expertise in cannabis, aligned with REFI’s lending focus.
- Alignment considerations: As of the record date, beneficial ownership is 0 shares (0.0%), indicating limited initial “skin-in-the-game”; Board’s director compensation mix includes material equity grants, which can build alignment over time.
- Conflict monitoring: Material related-party transactions exist at the company level (affiliates/Manager; Vireo connections via Executive Chair); Audit Committee is explicitly charged with approving, monitoring, and overseeing such related-party transactions and Manager fees — Ms. Stavola’s Audit Committee membership will be central to investor confidence in conflict oversight.
- Attendance baseline: Board and committees met regularly in 2024, with incumbents meeting attendance thresholds; Ms. Stavola’s engagement will be assessed prospectively post-election.
RED FLAGS:
- 0% beneficial ownership at nomination (near-term alignment risk until equity grants accrue/vest).
- Company’s ongoing related-party transactions with affiliates and Vireo require robust, demonstrable Audit Committee oversight to mitigate perceived conflicts; transparency and approvals are disclosed, but continued scrutiny is warranted.
Signals to monitor:
- Initial and subsequent director equity grants/vesting for Ms. Stavola, and any adoption of director stock ownership guidelines (not disclosed).
- Any related-party transactions linked to Ms. Stavola’s external business interests (none disclosed), and her voting/recusal patterns on Audit/Compensation matters.
- Committee attendance/engagement post-2025 election and contributions to governance (e.g., chair rotations, evaluations).