Bakari Sellers
cbdMDAbout Bakari Sellers
Bakari Sellers, age 40, has served on cbdMD, Inc.’s board since March 2017 and is an independent director under NYSE American rules. He is an attorney at Strom Law Firm (Columbia, SC) since 2007, holds a B.A. from Morehouse College and a J.D. from the University of South Carolina, is a former South Carolina state legislator (began service in 2006), and is a CNN political commentator; the board cites his leadership experience, public policy engagement, and legal background as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strom Law Firm, LLC | Attorney | Since 2007 | Legal practitioner; background supports board service |
| South Carolina House of Representatives (District 90) | Member (former) | Began in 2006 (end date not disclosed) | Youngest SC legislator; public policy leadership |
| U.S. Congressman James Clyburn (office) | Staff role (prior work) | Not disclosed | Public sector experience |
| Former Atlanta Mayor Shirley Franklin (office) | Staff role (prior work) | Not disclosed | Public sector experience |
| Democratic nominee for Lt. Governor (SC) | Candidate | 2014 | N/A |
| CNN | Political commentator | Not disclosed | Public communications and media engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in 2025 Proxy | — | — | No current public company directorships were disclosed for Mr. Sellers in the proxy biography section . |
Board Governance
- Independence: The board determined Messrs. Sellers, Raines, and Stephen are independent under NYSE American Rule 803; there is no Lead Independent Director .
- Board and Committee Structure: Two standing committees composed entirely of independent directors—Audit; and Compensation, Corporate Governance & Nominating (CCGN) .
- Committee Assignments: Audit Committee member; Chair of the CCGN Committee .
- Meeting Cadence and Attendance: Board held 16 meetings in fiscal 2024; each director attended at least 80% of board and applicable committee meetings; independent directors met in executive session at each regularly scheduled board meeting .
- Auditor Oversight: Sellers is signatory to the Audit Committee Report recommending inclusion of audited FY2024 financials and ratification of Cherry Bekaert LLP .
| Attribute | Detail |
|---|---|
| Independence status | Independent (NYSE American Rule 803) |
| Committees | Audit (member); CCGN (Chair) |
| Board meetings (FY2024) | 16 meetings; ≥80% attendance for all directors |
| Committee meetings (FY2024) | Audit: 4; CCGN: 1 |
| Lead Independent Director | None |
| Executive sessions | Held at each regularly scheduled board meeting |
Fixed Compensation
- Director pay program (adopted Mar-2021, applied to 2024 board term starting March 2024): annual cash retainer, time-based stock grant, small option grant; incremental retainers for committee chairs and members; no meeting fees .
| Component | Amount/Structure |
|---|---|
| Annual cash retainer | $35,000 |
| Equity – stock award | 4,000 shares; vests quarterly on Jun 30, 2024; Sep 30, 2024; Dec 31, 2024; Mar 31, 2025 |
| Equity – stock option | 2,000 shares; 5-year term; strike price at grant-date FMV; vests immediately |
| Additional retainer – Chair of Board | $22,500 |
| Additional retainer – Audit Chair | $17,000 |
| Additional retainer – CCGN Chair | $7,000 |
| Additional retainer – Audit member | $8,500 |
| Additional retainer – CCGN member | $4,000 |
| Meeting fees | None |
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Bakari Sellers (FY2024) | 50,500 | 3,440 | 1,074 | 55,014 |
Notes: Equity award values reflect grant-date fair value under ASC 718 .
Performance Compensation
- Performance metrics: None disclosed for director compensation; equity appears time-based (RSUs) and an immediately vested option grant; no TSR/EBITDA/ESG performance components for directors .
| Award Type | Grant Mechanics | Vesting | Performance Metrics |
|---|---|---|---|
| Stock award | 4,000 common shares | Quarterly on 6/30/24, 9/30/24, 12/31/24, 3/31/25 | Not applicable (time-based) |
| Stock option | 2,000 options; 5-year term; strike at grant-date FMV | Immediate vesting | Not applicable |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Sellers in the proxy bio |
| Committee roles at other companies | Not disclosed |
| Interlocks (compensation/other) | Not disclosed |
Expertise & Qualifications
- Legal and public policy expertise; leadership experience from legislative service and public communications; selected for leadership, public policy commitment, and legal background .
Equity Ownership
- As of Feb 21, 2025, Mr. Sellers beneficially owned 9,438 shares (<1% of class). Footnote indicates this includes 3,391 common shares, 5,047 vested options (exercise prices ~$0.93–$243.45), and 1,000 shares underlying unvested restricted stock awards .
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown/Notes |
|---|---|---|---|
| Bakari Sellers | 9,438 | <1% | Includes 3,391 common; 5,047 vested options; and 1,000 shares underlying unvested restricted stock awards |
| Policy on hedging/pledging | — | — | Company prohibits hedging, pledging, and shorting by officers, directors, and employees |
| Ownership guidelines | — | — | Not disclosed for directors in the proxy; no guideline details found |
Governance Assessment
-
Positives
- Independence and committee leadership: Sellers is independent and chairs the CCGN Committee; he also serves on the Audit Committee, supporting oversight of pay, governance, nominations, and audit .
- Independent-only committees and regular executive sessions: Both Audit and CCGN committees are fully independent; independent directors meet in executive session at each regular board meeting—supports board oversight quality .
- Auditor oversight and compliance: Audit Committee (including Sellers) recommended inclusion of FY2024 audited financials and auditor ratification .
- Anti-hedging/pledging policy: Prohibits hedging and pledging by directors, aligning with good-practice governance standards .
-
Watch items
- CCGN Committee activity: Only 1 CCGN meeting in FY2024, which could indicate limited formal engagement on compensation/governance/nominations relative to oversight workload .
- Board leadership structure: Company has no Lead Independent Director while CEO also serves as CFO; concentration of roles can increase reliance on committee chairs (including Sellers) for counterbalance .
-
Ownership alignment
- Sellers’ beneficial ownership is modest (<1%); while equity is part of director compensation, the absolute stake is limited, which may temper alignment incentives at very small market caps .
-
Related-party transactions
- No related-party transactions involving Mr. Sellers were disclosed; the “Certain Relationships and Related Transactions” section highlighted matters relating to another director (Swift) but none for Sellers .
RED FLAGS
- Low CCGN meeting frequency (1 in FY2024) may signal limited cadence on pay/governance processes; consider requesting enhanced disclosure on CCGN activities and calendar .
- No Lead Independent Director and combined CEO/CFO roles increase the importance of independence and engagement by committee chairs (including Sellers) .
Overall, Bakari Sellers brings legal/public policy expertise and has longstanding service (since 2017) with independence and key committee leadership. Monitoring of CCGN activity cadence and continued emphasis on equity alignment (within small-cap constraints) would strengthen investor confidence .