Dr. Sibyl Swift
cbdMDAbout Dr. Sibyl Swift
Dr. Sibyl Swift, age 44, has served on cbdMD’s board since August 2022. She previously served as Chief Science Officer & VP Regulatory Affairs and co-chair of cbdMD Therapeutics from March 2021 to August 2024, and is a scientist with deep FDA dietary supplement experience (Associate Director for Research & Strategy in the FDA’s Office of Dietary Supplement Programs). She holds a Ph.D. in Nutrition and an M.S. in Kinesiology from Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| cbdMD, Inc. | Chief Science Officer & VP Regulatory Affairs; Co-chair, cbdMD Therapeutics | Mar 2021 – Aug 2024 | Led science/regulatory; aligned science with compliance/enforcement/policy initiatives |
| Natural Products Association | SVP, Scientific & Regulatory Affairs | Jan 2020 – Dec 2020 | Trade association regulatory leadership |
| U.S. FDA, Office of Dietary Supplement Programs | Multiple roles; last as Associate Director for Research & Strategy | 5 years (prior to 2020) | Directed office’s research portfolio and ensured alignment with compliance/enforcement/policy |
External Roles
| Organization | Role/Capacity | Notes |
|---|---|---|
| American Society for Nutrition | Member | Professional society membership |
| Global Retailer & Manufacturer Alliance (GRMA) | Member | Standards and quality focus |
| NPA ComPLI Committee | Member | Compliance-oriented committee |
| Council for Federal Cannabis Regulation (CFCR) SRAC | Member | Scientific/Regulatory Advisory Council |
| Botanical Safety Consortium | Former Co-chair | Cross-sector safety science initiative |
Board Governance
- Independence status: The board deemed Dr. Swift not independent as a result of her employment at the company from March 2021 to August 2024 .
- Committee assignments: Current committee membership lists include only Raines (Chair), Sellers, and Stephen on Audit; and Sellers (Chair), Raines, and Stephen on Compensation/Corporate Governance/Nominating; Dr. Swift is not listed on either committee .
- Attendance: In fiscal 2024, the board held 16 meetings; each director attended at least 80% of board and committee meetings during their period of service .
- Board leadership/structure: No lead independent director; independent directors meet in executive session at each regularly scheduled board meeting .
Fixed Compensation
Board program (FY2024 board term):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (independent directors) | $35,000 |
| Stock award (independent directors) | 4,000 shares of common stock, vesting quarterly on 6/30/24, 9/30/24, 12/31/24, 3/31/25 |
| Option grant (independent directors) | 2,000 options, 5-year term, strike at FMV on grant date, vesting immediately |
| Committee chair fees | Chairman of the Board $22,500; Audit $17,000; Comp/CG/Nom $7,000 |
| Committee member fees (non-chair) | Audit $8,500; Comp/CG/Nom $4,000 |
| Meeting fees | None |
Director compensation actually paid to Dr. Swift (board role only):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $0 | $0 |
| Stock Awards ($) | $1,415 | $3,440 |
| Option Awards ($) | $5,280 | $1,074 |
| Total ($) | $6,695 | $4,514 |
Notes: In FY2024, as a non-executive employee director, Dr. Swift received the stock award and option grant for board service but no cash fees .
Performance Compensation
- No performance-based compensation for directors is disclosed; director equity grants are time-based under the board program .
Other Directorships & Interlocks
- Current public company boards: None disclosed in cbdMD’s proxy biography for Dr. Swift .
- Committee roles at other companies: Not disclosed .
- Interlocks with competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Education: Ph.D. in Nutrition; M.S. in Kinesiology, both from Texas A&M University .
- Technical/regulatory: Senior FDA dietary supplement program experience; oversight of research alignment with compliance/enforcement/policy; significant dietary supplement industry regulatory expertise .
- Stated board rationale: Selected for board service due to significant dietary supplement industry experience and FDA leadership aligning science with policy/compliance .
Equity Ownership
As of February 21, 2025 (Record Date):
- Shares outstanding: 6,262,833 common shares .
- Beneficial ownership (pre-Proposal 3 conversion): Dr. Swift beneficially owned 8,008 shares; less than 1% of class .
- Composition: Includes 3,340 common shares; 3,668 stock options (exercise prices $0.93–$45.00); and 1,000 unvested restricted stock awards .
Pro forma after Series A automatic conversion (if approved):
- Dr. Swift beneficial ownership: 8,008 shares; less than 1% of class (out of 71,262,833 pro forma shares) .
Policy and pledging:
- Anti-hedging/pledging: Company policy prohibits officers, directors, and employees from engaging in hedging, pledging or shorting transactions .
| Metric | Pre-Conversion | Post-Conversion (Pro Forma) |
|---|---|---|
| Beneficial ownership (shares) | 8,008 | 8,008 |
| % of class | <1% | <1% |
| Breakdown | 3,340 common; 3,668 options; 1,000 unvested RSUs | Same as pre-conversion |
Governance Assessment
- Independence and potential conflicts: Dr. Swift was deemed not independent due to employment through August 2024, and she remains a related party via an ongoing month-to-month consulting retainer of $8,000, which can raise perceptions of reduced independence and potential conflicts absent robust oversight .
- Committee influence: She is not on Audit or Compensation/Corporate Governance/Nominating committees, limiting her direct influence on financial reporting and pay governance—this can mitigate conflict concerns but also reduces governance leverage .
- Attendance/engagement: Board met 16 times in FY2024 and each director attended at least 80% of applicable meetings, signaling baseline engagement .
- Ownership alignment: Small personal stake (<1%); anti-hedging/pledging policy supports alignment, but low ownership may limit economic exposure; no pledging is permitted .
- Compensation structure: Director equity grants are time-based (no performance linkage), with no meeting fees; Dr. Swift received only equity for board service in FY2024, consistent with a modest, equity-leaning director pay mix .
Related-Party and Compensation Details (Context)
- Related-party: In addition to board compensation, Dr. Swift received $240,000 salary in FY2024 for her employee role and remains a consultant at $8,000 per month after September 3, 2024 (month-to-month), which the company discloses under related-party transactions .
- Anti-hedging policy: Prohibits hedging, pledging, or shorting by insiders—a shareholder-friendly practice .