Alison A. Cornell

About Alison A. Cornell

Alison A. Cornell (age 63) has served as an independent director of Zivo Bioscience since February 2021 and is currently retired; she is Chair of the Audit Committee, Chair of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, and has been designated the Board’s “audit committee financial expert.” The Board has determined she is independent under Nasdaq standards; the Board held 7 meetings in 2024 and each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .

Past Roles

External Roles

• Current public company directorships: None disclosed in ZIVO proxy materials .

Board Governance

Fixed Compensation

• Non-employee director stipend policy amended May 31, 2024: Board member annual cash retainer increased from $40,000 to $50,000 starting with next service year; committee stipends remain Audit ($4,000 chair/$2,000 member), Compensation ($4,000 chair/$2,000 member), Nominating & Corporate Governance ($4,000 chair/$2,000 member) .
• Fees earned for Cornell (cash): 2024 fees earned $61,827 (unpaid as of Dec 31, 2024 due to company financial constraints); 2023 fees earned $62,789 .

Performance Compensation

Significant 2024 director equity actions (Cornell):

• Director Stock Option Replacement Program (June 5, 2024): Replaced outstanding director options with fully vested restricted stock; Cornell received 60,724 shares under the program .
• Special Stock Award (May 31, 2024): 37,688 shares valued at $300,000 (based on $7.96 close) for “special or extraordinary services” tied to initiatives in the nutrition business unit; exempt from annual award limits .
• Stock in Lieu of Unpaid 2023 Director Fees (approved May 31, 2024; accepted June 5, 2024): Cornell received 95,134 restricted shares; fee amounts ($62,789) were grossed up for taxes at assumed 45% and share count based on $1.20 close on Dec 29, 2024; exempt from annual limits .
• Annual Meeting equity grant (June 12, 2024): 3,626 shares granted to each re-elected non-employee director pursuant to policy .

Non-employee director total compensation (FY 2024):

Policy shift context (governance signal):

• In 2024 the Board moved from options to restricted stock/RSUs for directors and executed a one-time, fully vested option-to-stock replacement, plus granted additional special stock and shares for unpaid fees; these actions increased director equity and reduced option overhang but functionally constitute equity modification akin to repricing—often viewed as a red flag without strong shareholder justification .

Other Directorships & Interlocks

• Interlock/relationships: Cornell served as EVP & CFO at Compassion-First Pet Hospitals (2017–2021), while ZIVO’s CEO/Chair John B. Payne led Compassion-First (2014–2020), indicating a prior professional relationship that may bear on independence perceptions .
• Current public company boards: None disclosed in proxy .

Expertise & Qualifications

• Audit Committee Financial Expert (SEC definition) .
• Deep CFO experience at IFF and Covance; extensive financial and operational leadership across life sciences and services sectors .

Equity Ownership

Notes:

• 2024–2025 ownership step-up reflects 2024 stock issuances to directors, including option replacement, special award, and shares in lieu of fees .
• Company completed a 1-for-6 reverse split in Oct 2023; reported beneficial ownership table reflects split-adjusted amounts in 2024 proxy .

Governance Assessment

• Positives

  • Independent director with substantial finance expertise; designated Audit Committee Financial Expert; chairs both Audit and Compensation Committees; consistent Board/committee attendance; hedging prohibited by policy .
  • Material personal equity ownership (7.2%) suggests strong alignment with shareholders, though primarily driven by 2024 equity actions .

• Risks / RED FLAGS

  • Equity modification and special awards: 2024 director option-to-stock replacement (fully vested), large special stock grant ($300,000) to Cornell, and shares in lieu of unpaid fees with a 45% “gross-up” mechanic for share calculation; such actions can be perceived as repricing/award inflation for directors and may raise independence concerns—especially with Cornell as Compensation Committee Chair approving director pay structures .
  • Prior working relationship with CEO John B. Payne at Compassion-First Pet Hospitals (potential influence or perceived interlock) .
  • Board lacks a Lead Independent Director while CEO also serves as Chair, concentrating power and reducing independent counterbalance .
  • Liquidity constraints signaled by unpaid director cash fees at year-end 2024, later settled with equity; reliance on related-party capital raises (including Cornell’s $150,000 participation) can create optics issues despite providing support .

Related-Party and Other Signals

• Related-party capital raises in 2024 included Cornell purchasing 53,656 shares and 1,199 warrants for $150,000, alongside other insiders and major holders .
• Section 16 compliance: Company reports timely insider filings in 2024 .

Director Compensation Structure Notes

• Amended Non-Employee Director Compensation Policy (May 31, 2024) raised the annual Board cash retainer to $50,000 and allowed restricted stock/RSUs as equity component (~$50,000 target value; vesting quarterly) .
• 2024 one-time programs and special awards were explicitly exempted from annual director award limits under the plan .

Potential Follow-Ups for Investors

• Clarify approval mechanics and recusals around the 2024 special equity award to Cornell and the director option replacement (e.g., independent committee without recipients voting) .
• Assess whether a Lead Independent Director role will be established to strengthen independent oversight .
• Monitor any future director equity modifications or use of tax “gross-up”-like mechanics tied to fee settlements .