William F. Raines, III
cbdMDAbout William F. Raines, III
Independent director of cbdMD, Inc. (YCBD) since 2019; age 65. Raines is Chair of the Audit Committee and is designated the board’s “financial expert” under SEC/NYSE rules, with 35+ years in accounting/finance, including CEO of DataTech Global (2012–present), CFO at DataTech (2008–2012), senior finance/operations roles at Speedway Motorsports (1991–2006), and CEO/CFO of Intermark Brands (Blu e‑cigarette) through its 2012 sale to Lorillard; B.S. in Accounting, University of Maryland (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DataTech Global, LLC | CEO (since 2012); CFO (2008–2012) | 2008–present | Tech, online sales/marketing; finance leadership |
| Intermark Brands, LLC (Blu e‑cigarette) | CEO & CFO | 2009–2012 | Led through sale to Lorillard (2012) |
| Speedway Motorsports, Inc. (NYSE:TRK) / SMI Properties | Corporate Controller; GM (SMI Properties) | 1991–2006 | Financial control and operations |
External Roles
- No current public company directorships disclosed in the proxy biography; prior roles are operating/finance positions (not board seats) .
Board Governance
- Independence: Board determined Raines is independent under NYSE American rules .
- Committees and roles:
- Audit Committee Chair; committee met 4 times in FY2024; Raines signed the Audit Committee Report; designated “financial expert” .
- Compensation, Corporate Governance & Nominating (CCGN) Committee member (Chair: Bakari Sellers); committee met 1 time in FY2024 .
- Attendance: In FY2024, the board held 16 meetings and each director attended at least 80% of board and committee meetings during their service period .
- Leadership structure: Chairman is Scott Stephen; no Lead Independent Director; independent directors meet in executive session at each regularly scheduled board meeting .
- Capital structure/listing context impacting governance: Company disclosed NYSE American listing deficiencies (stockholders’ equity tests) and reliance on preferred conversion/reverse split proposals; as Audit Chair, Raines oversees financial reporting amid these pressures .
Committee Membership Snapshot (FY2024)
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Raines; Sellers; Stephen | Raines | 4 |
| Compensation, Corporate Governance & Nominating | Sellers; Raines; Stephen | Sellers | 1 |
Fixed Compensation
- Director fee framework for 2024 board term: $35,000 annual retainer; equity grant of 4,000 common shares vesting quarterly; option grant of 2,000 shares (5-year term, FMV strike, immediate vesting); additional chair/membership retainers: Chair of Board $22,500; Audit Chair $17,000; CCGN Chair $7,000; Audit member $8,500; CCGN member $4,000; no meeting fees .
| Director Compensation (Raines) | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 56,000 | 56,000 |
| Stock awards ($) | 1,415 | 3,440 |
| Option awards ($) | 5,280 | 1,074 |
| Total ($) | 62,695 | 60,514 |
Notes:
- 2024 director equity program specifics reflected in the framework table above .
- Anti‑hedging/pledging/shorting is prohibited by policy .
Performance Compensation
- Structure: Director equity awards are time-based (quarterly vesting for stock awards; options vest immediately at grant FMV) with no disclosed performance metrics or TSR link for director pay .
| Award Type | FY2024 Design | Grant Size | Vesting/Terms |
|---|---|---|---|
| Stock award (common shares) | Annual director grant | 4,000 shares | Vests quarterly on 6/30/24, 9/30/24, 12/31/24, 3/31/25 |
| Stock options | Annual director grant | 2,000 shares | 5-year term; strike = FMV on grant; vests immediately |
Other Directorships & Interlocks
- None disclosed for Raines; committee interlocks not identified; CCGN committee can use independent advisors; Willis Towers Watson engaged in 2020–2021 for executive pay review (historical context) .
Expertise & Qualifications
- Designated “financial expert” for Audit Committee .
- Deep CFO/CEO experience; M&A execution; technology/online marketing domain exposure; formal accounting training (B.S. Accounting, University of Maryland, 1981) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (pre‑Proposal 3) | 86,314 shares (1.4% of class) | Includes positions described below |
| Beneficial ownership (pro forma if 65M shares issued) | 86,314 (<1%) | Reflects dilution from preferred conversion scenario |
| Direct shares | 3,365 | |
| Vested stock options | 4,891 (strike range $0.93–$243.45) | Exercisable within 60 days counted as beneficial |
| Unvested restricted stock | 1,000 shares | Included in footnote; not part of 60‑day exercisable options |
| Board Investor Group II, LLC | 2,058 shares (voting control) | Raines controls voting; disclaims beneficial ownership except pecuniary interest |
| Majik Medicine | 75,000 shares (voting control through Aug 2025) | Controls voting through Aug 2025 |
| Pledging/Hedging | Prohibited by policy | No pledging disclosed |
Recent Insider Activity (Form 4)
| Date | Type | Security | Shares | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑05‑16 | Acquisition (non‑open market; RSUs) | Common | 1,572 | $0.00 | 25,135 | Nasdaq insider page; Form 4 indicates RSUs ; |
The 2025 Form 4 notes “represents restricted stock units,” each RSU for one share upon vesting .
Governance Assessment
-
Positives
- Independent Audit Chair with “financial expert” designation; signed Audit Committee Report, evidencing active oversight of 2024 audit and auditor independence reviews .
- Attendance commitment met (≥80%); independent directors hold executive sessions each regular meeting .
- Anti‑hedging/pledging policy strengthens alignment; incremental RSU receipt in 2025 further aligns incentives .
-
Watch items / RED FLAGS
- No Lead Independent Director despite CEO/CFO dual role in one individual (Kennedy), increasing the load on committee chairs for independent oversight .
- Company-level listing/noncompliance remediation (preferred conversion, reverse split) and capital structure overhang signal elevated governance/financial risk during Raines’s audit oversight tenure .
- Voting control relationships: Raines controls voting for shares held by Board Investor Group II, LLC and temporarily for Majik Medicine through Aug 2025; not a related‑party transaction but relevant to shareholder vote dynamics and potential perceived influence (disclaimed beneficial ownership except pecuniary interest) .
-
Related‑party transactions
- No related‑party transactions involving Raines are disclosed; related‑party section references Dr. Swift’s compensation; Audit Committee oversees related‑party reviews .
-
Compensation structure
- Director pay is primarily fixed cash (retainer + chair/membership fees) with modest time‑vested equity; no performance metrics or discretionary bonuses for directors. YoY, cash stable ($56k), equity values modestly fluctuated with share price and grant calibrations .
Appendix: Board/Committee Program Details (FY2024)
| Component | Amount/Design |
|---|---|
| Annual cash retainer | $35,000 |
| Equity: common stock | 4,000 shares; quarterly vesting over board term |
| Equity: stock options | 2,000 options; 5‑yr term; strike = FMV; immediate vesting |
| Chair retainers | Board Chair $22,500; Audit $17,000; CCGN $7,000 |
| Committee member retainers | Audit $8,500; CCGN $4,000 |
| Meeting fees | None |
Sources
- 2025 DEF 14A (YCBD) filed Feb 25, 2025: director bios, independence, committees, attendance, director compensation, beneficial ownership, audit committee report .
- Capital structure/listing and proposals: preferred conversion/reverse split .
- 2024 DEF 14A (YCBD) filed Feb 14, 2024: prior year director comp and committee activity .
- Insider trades: Nasdaq insider activity page (Raines) and 2025 Form 4 (RSUs) .