Richard Carleton
About Richard Carleton
Richard Carleton (age 65) is a Class II independent director at SHF Holdings, Inc. (SHFS), appointed on September 28, 2022; his term expires at the 2026 annual meeting. He is CEO and Board Member of the Canadian Securities Exchange (since July 2011), Chair of Tetra Trust (since June 2021), and Director of Blue Ocean ATS (since April 2021). He holds a B.A. in History (University of Ottawa, 1981), an LLB (University of Toronto, 1985), and completed the Executive Development Program at Wharton.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SHF Holdings, Inc. | Independent Director (Class II) | Appointed Sep 28, 2022; term expires 2026 | Member: Audit, Nominating & Corporate Governance; Chair: Compensation Committee |
| North American capital markets (various) | Senior executive/advisor | >35 years (prior experience) | Recognized cannabis public markets advocate; capital markets leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Canadian Securities Exchange | Chief Executive Officer & Board Member | Jul 2011 | Exchange leadership; industry visibility |
| Tetra Trust (Canada) | Chair | Jun 2021 | Digital asset custody leadership |
| Blue Ocean ATS (U.S.) | Director | Apr 2021 | Alternative trading system governance |
Board Governance
- Independence: Board determined Richard Carleton is independent under Nasdaq rules and Exchange Act Rule 10A‑3.
- Committee assignments:
- Audit Committee: member (with Summers, Niehaus); Summers as chair; 7 meetings in 2024.
- Compensation Committee: member and chair (with Niehaus, Summers).
- Nominating & Corporate Governance Committee: member (with Summers, Niehaus, Braun); Braun as chair.
- Board leadership and attendance: Lead Independent Director is Jonathon F. Niehaus; each director attended ≥75% of Board and committee meetings in 2024; Board held 5 meetings and took 11 actions by unanimous written consent in 2024.
- Governance policies: Audit Committee pre‑approves related‑party transactions under Item 404; Code of Ethics and insider trading/hedging policy in place (hedging or monetization transactions prohibited without prior written consent).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer (directors) | $12,500 per quarter | Applies to non‑employee directors; 2024 schedule |
| Meeting fees – Board | $2,000 per meeting | 2024 schedule |
| Meeting fees – Committee | $1,500 per committee meeting | 2024 schedule |
| Chair retainer – Audit | $20,000 annually | 2024 schedule |
| Chair retainer – Compensation | $15,000 annually | 2024 schedule |
| Chair retainer – Nominating & Corp Gov | $10,000 annually | 2024 schedule |
| Additional retainer – Board Chair | $60,000 annually | 2024 schedule |
| Richard Carleton – total cash fees (2024) | $95,500 | Reported in director compensation table |
No stock awards/RSUs/PSUs for directors were disclosed for 2024; compensation presentation reflects cash-only fees.
Performance Compensation
| Element | Metrics | Outcome |
|---|---|---|
| Director equity or performance‑based awards | Not disclosed for 2024 | Proxy presents cash fee schedule; no performance metrics tied to director pay were provided |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Canadian Securities Exchange | Private exchange | CEO & Director | Market infrastructure exposure; no SHFS RPT disclosed |
| Tetra Trust | Private trust company | Chair | Digital assets custody; no SHFS RPT disclosed |
| Blue Ocean ATS | Private ATS | Director | Trading system governance; no SHFS RPT disclosed |
The Audit Committee is tasked to review/approve related‑party transactions; proxies do not disclose any related‑party transactions involving Carleton.
Expertise & Qualifications
- Capital markets leadership and regulatory experience in North America; recognized thought leader in cannabis public markets in Canada/US.
- Legal and business credentials (LLB; executive education at Wharton).
Equity Ownership
| Metric | Mar 2025 (Record Date: Feb 11, 2025) | Oct 2025 (Record Date: Oct 14, 2025) |
|---|---|---|
| Beneficial ownership – common shares | 180,128 | 15,635 |
| Ownership % of outstanding | <1% (“*” indicates less than 1%) | <1% (“*” indicates less than 1%) |
| Options (Carleton) | Quantity | Vesting Status | Exercise Price | Expiration |
|---|---|---|---|---|
| Incentive stock options | 11,628 | Vested or vest within 60 days | $9.68 per share | Ten years from grant date |
The company’s hedging policy restricts hedging/monetization transactions without prior consent; no pledging of SHFS shares is disclosed.
Governance Assessment
-
Strengths
- Independent director with significant capital markets and exchange/ATS governance expertise; chairs Compensation Committee and serves on Audit and Nominating & Governance, supporting board effectiveness.
- Attendance threshold met (≥75%); Board/committee cadence documented; presence of Lead Independent Director structure.
- Formal RPT oversight via Audit Committee; Code of Ethics and insider trading/hedging policy in place.
-
Potential risks and monitoring items
- Management Participation Proposal sought approval for officers/director(s) to participate in discounted financing (Series B Preferred and SPA warrants); while identities of “Management Participants” were not specified, such insider participation requires close monitoring for conflicts and dilution governance. Up to 54,869 shares could be issued to management participants upon conversion/exercise if approved; no disclosure ties this to Carleton.
- Capital actions (reverse splits, authorization increases) and significant potential dilution through preferred/warrants and equity purchase agreements heighten governance scrutiny even if not director‑specific; Compensation Committee chair should oversee alignment of incentives amid capital structure changes.
-
RED FLAGS (watchlist)
- Insider participation in discounted securities offerings (requires shareholder approval under Nasdaq Rule 5635(c)); identities undisclosed in proxy—confirm Carleton’s non‑participation to rule out conflicts.
- Multiple reverse stock split authorizations and large authorized share increase proposals (potential dilution/anti‑takeover effects), demanding robust shareholder engagement and transparent rationale.
Overall: Carleton’s independence, committee leadership, and capital markets background support board effectiveness. Continued monitoring of insider participation in financings and dilution‑related proposals is warranted to safeguard investor alignment and confidence.