Scott G. Stephen
cbdMDAbout Scott G. Stephen
Independent Chairman of the Board of cbdMD, Inc. (YCBD); age 59; director since April 2019 and Chairman since June 2022. Background includes Chief Growth Officer at Guaranteed Rate Inc. since February 2012 and President of Guaranteed Rate Insurance and Ravenswood Title; prior senior operating roles at Playboy Enterprises (COO; EVP roles, 2003–2012) and Yesmail (COO; 1999–2003). Education: BBA in Finance from the University of Notre Dame and Master of Management (Kellogg School of Management, Northwestern University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Playboy Enterprises, Inc. | Chief Operations Officer; EVP Playboy Print/Digital Group; EVP & GM Playboy Digital Media | 2003–2012 | Led operations and digital media; selected for board due to executive leadership experience |
| Yesmail, Inc. | Chief Operating Officer; VP Client Services & Operations | 1999–2003 | Operated online relationship marketing; operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guaranteed Rate Inc. | Chief Growth Officer | Feb 2012–present | U.S. residential mortgage company headquartered in Chicago, IL |
| Guaranteed Rate Insurance; Ravenswood Title | President | Concurrent | Affiliates of Guaranteed Rate Inc. |
Board Governance
- Independence: Board determined Stephen is independent under NYSE American Rule 803; he serves as Independent Chairman .
- Attendance: Board held 16 meetings in fiscal 2024; each director attended at least 80% of board and committee meetings during their service .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting; no lead independent director .
- Committee memberships:
- Audit Committee member; committee met 4 times in fiscal 2024; chair is William F. Raines III; Stephen is listed as a member .
- Compensation, Corporate Governance & Nominating Committee member; committee met 1 time in fiscal 2024; chair is Bakari Sellers; Stephen is listed as a member .
| Committee | Stephen's Role | Chair | Members (incl. Stephen) | FY2024 Meetings |
|---|---|---|---|---|
| Audit Committee | Member | William F. Raines III | Raines; Sellers; Stephen | 4 |
| Compensation, Corporate Governance & Nominating | Member | Bakari Sellers | Sellers; Raines; Stephen | 1 |
Fixed Compensation
| Component | Description | Amount |
|---|---|---|
| Annual cash retainer | Independent director annual retainer | $35,000 |
| Chair of Board fee | Additional annual compensation for Chairman of the Board | $22,500 |
| Committee membership fees | Audit Committee member fee | $8,500 |
| Committee membership fees | Compensation Committee member fee | $4,000 |
| Meeting fees | None | No additional compensation for meeting attendance |
| Scott G. Stephen – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $70,000 |
| Stock awards (grant date value) | $3,440 |
| Option awards (grant date value) | $1,074 |
| Total | $74,514 |
Performance Compensation
| Award Type | Shares/Units | Grant/Terms | Vesting |
|---|---|---|---|
| Annual stock award | 4,000 common shares | FY2024 director program | Vests quarterly on 6/30/2024, 9/30/2024, 12/31/2024, 3/31/2025 |
| Stock options (director program) | 2,000 options | 5-year term; strike at FMV on grant date | Vests immediately |
No performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; vesting is time-based per the director program .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | Not disclosed in proxy biography |
| Potential interlocks | None disclosed; current executive roles at Guaranteed Rate and affiliates noted; no related-party transactions identified for Stephen |
Expertise & Qualifications
- Core credentials: Executive leadership in growth, operations, and digital media; financial and marketing management .
- Education: BBA, Finance (Notre Dame); Master of Management, Marketing & Organizational Behavior (Kellogg/Northwestern) .
- Industry exposure: Mortgage/financial services; media; digital marketing .
Equity Ownership
| Holder | Pre-Conversion Beneficial Ownership (Shares) | % of Class | Post-Conversion Beneficial Ownership (Shares) | % of Class |
|---|---|---|---|---|
| Scott G. Stephen | 10,138 | <1% | 10,138 | <1% |
Breakdown (as disclosed):
- Common shares owned directly: 4,247
- Vested options: 4,891 (exercise prices $0.93 to $243.45)
- Unvested restricted stock awards: 1,000
Anti-hedging/pledging: Company policy prohibits hedging, pledging, or shorting by officers and directors, supporting alignment with shareholders .
Governance Assessment
- Strengths
- Independent Chairman with dual committee membership (Audit and Compensation/Nominating), enhancing oversight of financial reporting and pay/governance policies .
- Consistent engagement: each director attended ≥80% of board and committee meetings in FY2024; independent directors hold executive sessions at each regular meeting .
- Anti-hedging/anti-pledging policy reduces misalignment risks from derivatives or collateralization of company stock .
- Potential Risks and RED FLAGS
- Low personal ownership (<1%); while options and RSUs exist, absolute ownership is modest, which may limit economic alignment versus cash-heavy compensation structure (cash fees of $70,000 in FY2024) .
- Company-level governance risk: due to suspended preferred dividends, Series A Preferred holders are entitled to appoint two additional directors until dividends are paid, potentially affecting board composition and dynamics; board is pursuing an automatic preferred conversion and reverse split to regain listing compliance—material capital structure decisions that require vigilant independent oversight .
- No lead independent director designation; though Stephen is independent Chairman, formal lead role is not established, which may matter if the Chair’s independence status changes in future .
Related Party and Conflicts
- Related-party transactions policy: Audit Committee reviews transactions exceeding the lesser of $120,000 or 1% of average total assets; management screens for review; no Stephen-specific related-party transactions disclosed .
- Notable related party context: Director Dr. Sibyl Swift previously served as an employee (Chief Science Officer/VP Regulatory) and remains a consultant; compensation disclosed separately, not linked to Stephen .
Compensation Committee Analysis
- Composition: Sellers (Chair), Raines, Stephen; met once in FY2024; has authority to retain independent advisors; previously engaged Willis Towers Watson (2020–2021) for executive pay review .
- Policy: Committee emphasizes competitive, performance-oriented pay and alignment; administers equity plans; anti-timing of grants relative to MNPI retained by practice (no grants within restricted windows disclosed for 2024) .
Notes on Capital Structure Actions (Board Signals)
- Board is unanimously recommending automatic conversion of Series A Preferred into common shares (13:1) to increase equity and address NYSE American listing compliance; post-conversion, preferred would cease trading and common shares outstanding would materially increase (pro forma ~71.26 million) .
- Board is seeking authority for a reverse split (1:3 to 1:10) to support minimum bid price compliance; immediate price impact is uncertain; dilution and liquidity considerations disclosed .