Matthew Szot
About Matthew K. Szot
Independent director since December 2015; age 50; currently chairs the Audit Committee and the Nominating & Corporate Governance Committee and serves on the Compensation Committee. Designated the board’s “audit committee financial expert” with Nasdaq “financial sophistication”; Certified Public Accountant (California) with a B.S. in Agricultural Economics/Accountancy from University of Illinois. Served as SNES Vice Chairman (June 2022–June 2023) before the role was eliminated; currently CFO of Cadrenal Therapeutics (Nasdaq: CVKD). Attendance met threshold (>75%) in 2024 and independence affirmed by the board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&W Seed Company (Nasdaq) | Chief Financial Officer | Mar 2010–Nov 2021 | Led finance for ag-biotech; public company CFO experience |
| Cardiff Partners, LLC | Chief Financial Officer | Feb 2007–Oct 2011 | Strategic consulting CFO for public/private companies |
| Rip Curl, Inc. | Chief Financial Officer & Secretary | 2003–Dec 2006 | Finance leadership at consumer products company |
| KPMG | CPA; Audit Manager | 1996–2003 | Audited public companies; core financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadrenal Therapeutics (Nasdaq: CVKD) | Chief Financial Officer | Since May 2022 | Operating CFO at late-stage biopharma |
| INVO Fertility (Nasdaq) | Director; Chair Audit & Chair Compensation | Since Sept 2020 | Dual committee chair roles (audit and comp) |
| Eastside Distilling (Nasdaq) | Director; Chair Audit | Jun 2018–Aug 2019 | Audit oversight at craft spirits company |
Board Governance
- Committee assignments: Audit (Chair; designated audit committee financial expert), Nominating & Corporate Governance (Chair), Compensation (Member); all standing committees are fully independent .
- Independence: Board determined Szot is independent under Nasdaq rules; majority of board is independent .
- Attendance and engagement: Board met 4 times in 2024; all directors attended >75% of board/committee meetings; committees met Audit (4), Compensation (9), Nominating (5) .
- Board structure: Classified board; Szot is a Class III director nominated for re‑election to a term expiring at 2028; director since 2015 .
- Audit Committee Report: Audit Committee (chaired by Szot) recommended inclusion of 2024 audited financials; affirmed auditor independence (M&K CPAS PLLC) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | 59,500 | Actual cash paid during FY2024 (spans halves of two board service years; includes ad hoc committee cash if any) |
| Director Cash Program – Board Retainer | 27,000 | Annual cash retainer |
| Director Cash Program – Chair of Board (not applicable to Szot) | 40,000 | Paid to board chair only |
| Director Cash Program – Committee Chair (Audit) | 15,000 | Incremental annual retainer for audit chair |
| Director Cash Program – Committee Chair (Nominating) | 15,000 | Incremental annual retainer for nom/gov chair |
| Director Cash Program – Committee Member (Compensation) | 5,000 | Incremental annual retainer for committee membership |
Performance Compensation
| Equity Award Detail | Value/Terms | Notes |
|---|---|---|
| Option Awards – 2024 Grant Date | Aug 27, 2024 | Annual director grant equal to 0.75% of fully diluted shares at grant; each director could elect equity in lieu of cash |
| Grant-date Fair Value (2024) | 32,776 | ASC 718 fair value reported for Szot |
| Exercise Price | Closing price on grant date | Program term: exercise price equals market close on grant date |
| Vesting | Equal quarterly installments over ~1 year | Time-based vesting; aligns with director service year |
| Expiration | 5 years from grant | Options expire on fifth anniversary of grant |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; vesting is service-based .
Other Directorships & Interlocks
| Company | Nature of Link to SNES | Potential Conflict Assessment |
|---|---|---|
| Cadrenal Therapeutics (CFO) | No disclosed transactions with SNES | Board reports no related‑party transactions requiring Item 404 disclosure for 2023–2024 . |
| INVO Fertility (Director; Chair Audit/Comp) | No disclosed transactions with SNES | Independent status affirmed; no related‑party issues disclosed . |
Expertise & Qualifications
- CPA; audit manager background; designated “audit committee financial expert” with Nasdaq “financial sophistication” .
- Deep CFO experience across public companies (ag‑biotech, biopharma) and consumer goods; M&A, corporate finance, governance expertise cited .
Equity Ownership
| As of April 10, 2025 | Shares | % Ownership | Options/Warrants Exercisable or Vesting ≤60 days | Total Beneficial |
|---|---|---|---|---|
| Matthew K. Szot | 2 | <1% | 12,545 | 12,547 |
- Outstanding director options (12,545) at 12/31/2024; aligns with annual program usage .
- Pledging/hedging: Company discourages hedging; no formal hedging policy; no pledging disclosures identified for directors in proxy .
Governance Assessment
- Strengths: Independent status; dual committee chair roles (Audit; Nominating) and audit financial expert designation; strong attendance; robust audit oversight evidenced by formal audit committee report; compensation committee governance includes clawback administration and independent advisor authority .
- Alignment: Director compensation mix includes meaningful equity via options with one‑year service‑based vesting; ability to elect equity in lieu of cash increases alignment; beneficial ownership includes vested/near‑vested options; direct share ownership remains de minimis (<1%) .
- Conflicts/Related‑party: No Item 404 related‑party transactions in 2023–2024; independence affirmed despite multiple external roles; ongoing indemnification and D&O coverage in place .
- Risk indicators and watch items:
- Time‑commitment risk: Simultaneous CFO role at CVKD and committee chairs at other public companies may pressure capacity; mitigated by >75% attendance disclosure .
- Equity dilution context: Board (including compensation oversight) proposed 900,000 additional shares to 2018 Plan; potential dilution ~17% of fully diluted shares—investors should monitor burn rate and usage; not a director‑specific red flag but a capital allocation signal .
- Policy gaps: Anti‑hedging only “discouraged” (no formal prohibition); monitor for pledging/hedging activity, though none disclosed in proxy .
RED FLAGS to monitor: Low direct share ownership (<1%) relative to role; anti‑hedging policy not formal; capacity considerations from external CFO and committee chair commitments—balanced by disclosed attendance and independence .
