T. Ronan Kennedy
cbdMDAbout T. Ronan Kennedy
T. Ronan Kennedy is the Chief Executive Officer and Chief Financial Officer of cbdMD, Inc. (YCBD), and has served as CFO since October 2020 and as CEO since March 2023; he joined the Board on December 18, 2024 and is not independent . He is 46 years old, holds a B.S. in Mechanical Engineering (Virginia Tech) and an MBA from Duke’s Fuqua School of Business . During his tenure, the company’s pay-versus-performance disclosure shows continued net losses but material improvement year-over-year, and a depressed TSR; compensation actually paid to the PEO in 2024 was $275,014, with TSR indicating significant drawdown versus a $100 baseline and net loss improving from 2022 to 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| cbdMD (YCBD) | Chief Financial Officer | Oct 2020–present | Led cost structure optimization and cash flow improvement efforts as part of turnaround . |
| cbdMD (YCBD) | Chief Operating Officer | Mar 2021–Mar 2023 | Operational oversight prior to elevation to CEO . |
| cbdMD (YCBD) | Interim CEO → CEO | Mar 2023–present | Stabilization, profitability focus; biographical summary cites turnaround progress . |
| AMV Holdings, LLC | Chief Financial Officer | 2015–Oct 2020 | Scaled chain from 9 stores to 100+; expanded into CBD post-2018 Farm Bill . |
| Meriturn Partners, LLC | Principal (PE) | ~2005–2014 (9 years) | Led diligence, financial analysis, capital raising; executed PE transactions including AMV predecessor deal . |
| Visteon Corporation | Engineering/Manufacturing roles | 2001–2004 | Early career operations/engineering experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| cbdMD Board of Directors | Director (not independent) | Dec 18, 2024–present | No committee roles; employee-director . |
| Nexus Capital Real Estate Inc. | Director (prior) | n/a (prior service) | Prior public biography disclosure . |
Board Service & Governance
- Board service history: Appointed to cbdMD Board effective December 18, 2024; term through 2025 annual meeting; not independent and receives no director fees as an employee-director .
- Committees: Does not serve on any Board committees .
- Independence and structure: Three of five directors were independent at appointment; the company does not have a Lead Independent Director; independent directors meet in executive session at each regular meeting; FY2024 director attendance ≥80% .
- Committees overall: Audit (Chair: Raines; “financial expert”), and Compensation, Corporate Governance & Nominating (Chair: Sellers) – both fully independent .
Dual-role implications: Kennedy concurrently serves as CEO, CFO, and director, concentrating authority with no Lead Independent Director, increasing reliance on independent committee chairs and executive sessions for oversight .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 275,000 | 275,000 |
| Bonus ($) | 0 | 0 |
| Stock Awards ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| Other/All Other Comp ($) | 0 | 0 |
| Total ($) | 275,000 | 275,000 |
Notes:
- Kennedy’s 2024 pay is salary-only; no bonus or equity grants were recorded .
- He is currently an at-will officer; the 2021 executive employment agreement expired in 2023 .
Performance Compensation
- Pay philosophy and metrics: The company states executive compensation seeks to attract/retain talent, with incentives tied to revenue and EBITDA outcomes; however, no 2024 bonus was paid to Kennedy .
- Clawback: Incentive-based compensation is subject to clawback under applicable law/stock exchange rules per the (expired) agreement; current at-will status implies clawback would follow company policy and applicable rules .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (eligible) | Revenue, EBITDA (board-set) | Not disclosed | Not disclosed | No bonus paid in FY2024 | n/a |
| Equity (options/RSUs) | n/a in FY2024 | n/a | n/a | No awards in FY2024 | n/a |
Pay-versus-performance context (Company-level):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 1,948,472 | 384,637 | 275,014 |
| Value of $100 Investment (TSR) ($) | (76) | (46) | (88) |
| Net Income (Loss) ($000s) | (70,083,693) | (22,938,209) | (3,700,126) |
Equity Ownership & Alignment
- Beneficial ownership: 17,623 common shares currently; pro forma 559,023 if Series A Preferred conversion (13:1) approved (reflects 41,765 preferred shares converting to 542,945 common); options covering 9,446 shares .
- Ownership percentage: <1% both currently and pro forma .
- Anti-hedging/pledging: Officers and directors are prohibited from hedging, pledging, or shorting company stock (reduces misalignment/pledging risk) .
- Vested vs. unvested/options: All listed options are shown without unvested balances; tranche details and expirations below .
Options outstanding (exercise prices reflect pre-split levels):
| Grant/Tranche | Status | Strike ($) | Expiration | Shares |
|---|---|---|---|---|
| 10/1/2015 tranche (legacy) | Exercisable | 157.50 | 10/1/2025 | 2,223 |
| 10/1/2015 tranche (legacy) | Exercisable | 225.00 | 10/1/2025 | 2,778 |
| 10/1/2015 tranche (legacy) | Exercisable | 292.50 | 10/1/2025 | 2,778 |
| 10/1/2021 grant | Exercisable | 88.65 | 10/1/2026 | 1,667 |
Insider selling/pressure indicators:
- All option strikes ($88.65–$292.50) were far above the company’s pre-split trading reference in the proxy ($0.45 on 2/21/2025), implying deep out-of-the-money status and minimal near-term exercise/sale pressure from options; expirations cluster in 2025–2026 .
- If the Series A Preferred automatically converts (13:1), Kennedy would receive 542,945 new common shares, increasing tradable float; this may create incremental overhang risk depending on lock-up or personal disposition, but no pledging/hedging is permitted by policy .
Employment Terms
| Term | Current Status / Key Terms |
|---|---|
| Employment status | At-will; 2021 Executive Employment Agreement expired in 2023 . |
| Base salary | $275,000 (FY2023–FY2024 reported) . |
| Bonus eligibility | Eligible for annual performance bonus set by Board; no FY2024 bonus paid . |
| Equity | No FY2024 grants; legacy options outstanding (see table) . |
| Severance (expired agreement) | If terminated by company other than for cause (outside change-in-control), base salary and benefits through remaining term; unvested awards would vest; exercisable for 12 months (agreement expired) . |
| Change-of-control (expired agreement) | If terminated not for cause within 2 years post-CoC (or 90 days prior), lump sum 1.5× base salary or remaining term pay (greater) (agreement expired) . |
| Non-compete/confidentiality | 1-year non-compete post-termination; confidentiality; indemnification (per expired agreement) . |
| Clawback | Incentive pay subject to clawback per law/listing rules (agreement language; ongoing policy expected under listing rules) . |
Retention risk assessment:
- With no current fixed-term agreement, modest cash compensation, no recent equity grants, and deep OTM legacy options, retention relies on at-will terms and future incentive opportunities; however, Kennedy holds meaningful economic exposure via Series A Preferred that could convert into common, partially aligning incentives .
Performance & Track Record
- Company commentary emphasizes cost optimization and progress toward profitability under Kennedy’s leadership; Board Chair cited “stronger cash position and exciting growth opportunities” upon his appointment to the Board .
- Financial outcomes (per PVP table) show net losses improving from FY2022 to FY2024; TSR remained weak over the period disclosed .
Compensation Structure Analysis
- Mix shift: 2024 compensation was 100% fixed cash salary with no equity or bonus; at-risk pay is minimal vs. stated performance-based philosophy, diluting pay-for-performance alignment in the latest year .
- Equity economics: Outstanding options are far OTM relative to the proxy’s trading reference, limiting motivational value; no evidence of repricing or modifications (a positive from a governance risk standpoint) .
- Governance controls: Anti-hedging/pledging policy reduces alignment risk; clawback provisions referenced .
Related-Party Transactions and Red Flags
- The company discloses no related-party transactions involving Kennedy in his 2024 Board appointment 8-K; and notes none beyond prior 10-K/A compensation disclosures .
- Anti-hedging/pledging policy in place; no option repricings disclosed; no tax gross-ups disclosed; the company highlighted ongoing listing compliance challenges and capital structure remedies (Series A automatic conversion, reverse split), which are macro governance/market risks rather than executive-specific red flags .
Director Compensation (as director)
- As an employee-director, Kennedy does not receive independent director compensation .
- For context, independent director program in FY2024 included $35,000 cash retainer, equity (4,000 shares vesting quarterly), options (2,000 shares), and committee chair/member fees; not applicable to Kennedy .
Equity Capital Structure Changes (context for alignment and trading dynamics)
- Proposed/approved actions included: automatic conversion of 5,000,000 shares of 8% Series A Preferred into 13 common shares each (65,000,000 common) and reverse split authorization (1:3 to 1:10) to address listing compliance and equity structure; pro forma ownership shows substantial dilution to existing common holders .
- Kennedy beneficially owns 41,765 Series A Preferred; would receive 542,945 common upon 13:1 conversion .
Investment Implications
- Alignment: Kennedy’s direct/preferred holdings provide “skin in the game,” and the anti-pledging policy mitigates hedging/pledging risks; however, the lack of fresh, performance-vested equity and cash-only 2024 pay weakens near-term incentive alignment .
- Retention: At-will status, no active severance/CoC agreement, and out-of-the-money legacy options may elevate retention risk unless the Board refreshes a robust, performance-based equity program post capital-structure actions .
- Trading overhang: If the Series A Preferred converts, Kennedy’s 542,945 new common shares would increase float; while policy blocks pledging, potential disposition after conversion could add supply; options appear non-pressuring given deep OTM status .
- Governance: Dual role (CEO+CFO+Director) with no Lead Independent Director concentrates authority and increases reliance on independent committee oversight; investors may prefer separation of CEO and CFO roles or addition of a Lead Independent Director to strengthen checks and balances .
- Execution risk: Despite improving losses, TSR remains weak in disclosures; capital structure fixes (preferred conversion/reverse split) may alleviate listing risk and improve strategic flexibility, but fundamental revenue/EBITDA progress must follow to support incentive payouts and shareholder returns .