Kaitlyn Arsenault
About Kaitlyn Arsenault
Kaitlyn Arsenault, CPA, age 38, has served as Skye Bioscience’s Chief Financial Officer since October 2021. She previously led KA Consulting, provided technical accounting leadership to Skye from 2016–2021, and spent seven years in SEC audit practice at Friedman LLP (now CBIZ) (BS Accounting, Ramapo College; CPA in CA active, NJ inactive) . Company performance context for pay alignment: cumulative TSR (value of $100 initial investment) was $31.15 (2022), $20.92 (2023), and $21.77 (2024), with reported net losses of $(19,481,602), $(37,644,784), and $(26,567,123), respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KA Consulting, Inc. | President | 2014–2021 | Guided public/private companies through audit/IPO prep; complex equity financing, derivatives, debt, stock comp, revenue recognition, M&A |
| Skye Bioscience (pre-CFO) | Head of Financial Reporting & Technical Accounting (consultant) | Sep 2016–Oct 2021 | Led capital restructuring, multiple financings, two back-to-back acquisitions, and direct listing from OTC to Nasdaq |
| Friedman LLP (now CBIZ) | Auditor, SEC practice | ~7 years (prior to 2014) | SEC reporting and multi-industry audit expertise; foundation for CFO technical competency |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KA Consulting, Inc. | President | 2014–2021 | Registered public accounting firm in San Francisco; technical accounting and reporting advisory across pharma, life sciences, tech, AI, FinTech |
| Friedman LLP (now CBIZ) | Auditor | ~7 years (pre-2014) | SEC practice, public/private company audit experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $365,000 |
| Target Annual Cash Incentive (% of base) | 40% (C-level standard) | 40% (C-level standard) |
| Non-Equity Incentive Plan Compensation ($) | $136,000 | $138,361 |
- Current base salary increased to $450,000 effective January 1, 2025 .
Performance Compensation
Annual Cash Incentive (Design and 2024 Outcomes)
| Year | Metric | Weighting | Target | Actual Achievement | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | Corporate objectives (product development, corporate development) | 75% | 40% of base (CFO) | 93% corporate achievement | $138,361 | Individual performance (25% weight) assessed at 100% for Ms. Arsenault |
RSUs (Key Grants, Terms, and Modifications)
| Grant Date | Shares | Grant Date Fair Value Reference | Vesting/Performance Conditions | Acceleration | Notes |
|---|---|---|---|---|---|
| Feb 29, 2024 | 25,000 | Max grant-date fair value at 2024 award cycle for Ms. Arsenault would be $364,000 | Market-based: 25% tranches upon achieving market cap and stock price pairs: $750M & $20, $1.0B & $25, $1.25B & $30, $1.5B+ & $35 (continued service required) | Vest upon earlier of Change in Control or death/disability | Granted alongside options; market-based approach emphasizes shareholder value creation |
| Aug 25 & Sep 29, 2023 (modified Aug 22, 2024) | Prior RSUs outstanding; unvested tranches | Incremental fair value from modification included in 2024 Stock Awards: $53,080 for Ms. Arsenault | Modified from performance-based to market-based vesting on Aug 22, 2024 due to original performance being improbable | Unchanged acceleration per plan | Modification adds fair value; governance lens requires scrutiny |
Options (Key Grants and Terms)
| Grant Date | Options (#) | Exercise Price ($/sh) | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Feb 29, 2024 | 75,000 | $14.56 | Standard four-year monthly vesting | 3/1/2034 (per award table) | Granted at fair market value on date of grant |
| Oct 28, 2024 | 125,000 | $5.15 | Standard four-year monthly vesting | 10/28/2034 | Granted after market assessment of peer practices |
- Equity grant timing and Item 402(x) analysis: Options were granted proximate to 8-K disclosures; stock price changes were +6.10% after Mar 4, 2024 8-K, and −1.17% after Oct 29, 2024 8-K; grant-date fair values calculated per ASC 718 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 18, 2025)
| Holder | Beneficial Shares | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Kaitlyn Arsenault (CFO) | 181,121 | <1% (“*%” per table; 30,974,558 shares outstanding) | 97,087 shares held directly; 84,034 options exercisable or becoming exercisable within 60 days |
Outstanding Equity Awards (as of December 31, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Sep 15, 2021 | 1,240 | 360 | 30.00 | 9/15/2031 |
| Oct 4, 2021 | 4,960 | 1,440 | 22.50 | 10/4/2031 |
| Dec 14, 2021 | 5,310 | 1,770 | 14.50 | 12/14/2031 |
| Aug 25, 2023 | 4,461 | 8,922 | 3.50 | 8/25/2033 |
| Sep 29, 2023 | 10,684 | 21,369 | 3.50 | 9/29/2033 |
| Feb 29, 2024 | 15,625 | 59,375 | 14.56 | 3/1/2034 |
| Oct 28, 2024 | 5,208 | 119,792 | 5.15 | 10/28/2034 |
| RSUs Unvested (#) | Market Value ($) | Notes |
|---|---|---|
| 13,382 (grant 8/25/2023) | $37,871 (at 12/31/2024 close) | Market-based vesting post 8/22/2024 modification |
| 32,053 (grant 9/29/2023) | $90,710 | Market-based vesting post 8/22/2024 modification |
| 25,000 (grant 2/29/2024) | $70,750 | Market-cap/price milestones; market-based RSUs |
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Vesting mechanics (historical awards): 2021 options generally vest 10% at grant then semi-annual/monthly installments; 2023 options vest monthly over four years; RSUs from 2023 initially performance-based (market cap milestones), modified to market-based in 2024; 2024 RSUs are market-based with specific market cap/price hurdles .
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Anti-hedging policy: Derivative/hedging transactions prohibited for employees/officers/directors (reduces misalignment risk). No explicit disclosure of pledging or executive stock ownership multiple/guidelines .
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Option exercise activity: No option exercises by named executive officers during 2023 .
Employment Terms
| Term | Provision | Trigger/Timing |
|---|---|---|
| Employment | At-will employment | Ongoing |
| Base Salary Progression | $300,000 initial (Oct 2020 agreement); $340,000 effective Jun 1, 2022; $370,000 effective Feb 29, 2024; $450,000 effective Jan 1, 2025 | |
| Annual Bonus Eligibility | Discretionary/Performance-based; CFO target 40% of base (75% corporate, 25% individual) | |
| Severance (current) | 12 months of then-current base salary if terminated by the Company (except for Cause/Death/Disability) | |
| Legacy Pre-CoC Severance (prior schedule) | If terminated prior to a Change of Control: 6 months before Apr 4, 2023; 9 months from Apr 4, 2023 to Oct 4, 2024; 12 months on/after Oct 4, 2024 | |
| Change-of-Control | All equity awards vest upon earlier of Change in Control or death/disability (single-trigger acceleration) | |
| Exclusions | No severance for termination for Cause/Death/Disability or resignation |
Performance & Pay Alignment (Pay Versus Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company TSR (Value of $100) | 31.15 | 20.92 | 21.77 |
| Net Income (Loss) ($) | (19,481,602) | (37,644,784) | (26,567,123) |
| Avg Compensation Actually Paid (Non-PEO NEOs) ($) | 314,576 | 874,797 | 1,141,803 |
2024 annual cash incentive corporate goal achievement was assessed at 93%, with Ms. Arsenault’s individual goals at 100%, producing a payout of $138,361; RSUs/options valuations follow ASC 718 (Monte Carlo for market-based RSUs; Black-Scholes for options) .
Investment Implications
- Pay-for-performance cash design: CFO target at 40% of base with 75% corporate weighting; 2024 payout of $138,361 reflects corporate achievement of 93% and individual at 100%, indicating disciplined linkage to operational milestones .
- Equity leverage and alignment: 2024 RSUs require substantial market-cap/stock-price hurdles ($750M–$1.5B caps with $20–$35/share thresholds), creating long-dated alignment to shareholder value; however, all equity accelerates on Change in Control (single-trigger), potentially increasing sale incentives .
- Award modifications: The Board’s Aug 22, 2024 change of 2023 RSUs from performance- to market-based added incremental fair value ($53,080 for Ms. Arsenault), a governance flag for investors to monitor award design discipline and potential pay inflation .
- Ownership and selling pressure: Beneficial ownership is <1% (181,121 shares), with meaningful unexercisable options vesting monthly across multiple grants, which can create steady supply over time; anti-hedging policy mitigates misalignment, but no pledging/guideline disclosure was found .
- Execution record: Biography highlights successful capital restructuring, financings, acquisitions, and Nasdaq uplisting—positive signals for CFO execution in corporate development and capital markets contexts .
- Historical exercises: No option exercises by NEOs during 2023 reduce near-term selling signals historically; monitor Form 4s prospectively given large unexercisable tranches .