Laith Yaldoo

About Laith Yaldoo

Laith Yaldoo, 56, has served as an independent director of ZIVO since July 11, 2024. He is managing member of HEP Investments LLC (since August 2011), with prior leadership across electronic payments, telecom, retail, biotech and healthcare; he previously practiced law for nine years. He holds a J.D., cum laude, from Wayne State University Law School (1993) and a BBA in Professional Accounting from the University of Michigan–Dearborn (1990) .

Past Roles

External Roles

Board Governance

• Classification and tenure: Listed as a continuing Class II director as of April 25, 2025; Board expanded from 4 to 5 and appointed Yaldoo on July 11, 2024 . The July 17, 2024 8-K indicated he would stand for election as Class I in 2026 .
• Independence: Board determined Yaldoo (and Maggiore, Cornell, Masterson) are independent under Nasdaq standards .
• Attendance: Board held 7 meetings in FY2024; each director attended at least 75% of scheduled Board and applicable committee meetings; all then-sitting directors attended the 2024 annual meeting .
• Committee assignments: Current committee rosters list Cornell (Chair), Masterson, Maggiore on Audit; Cornell (Chair), Masterson, Maggiore on Compensation; Masterson (Chair), Cornell on Nominating & Governance; Yaldoo is not listed on these committees as of FY2024 .
• Board leadership: Combined Chair/CEO (John B. Payne); company does not have a Lead Independent Director .

Fixed Compensation

Performance Compensation

Structure signals: Company amended director compensation to permit RS/RSUs in lieu of options and converted unpaid/ongoing cash fees to RSAs to preserve cash; awards vested quickly, reducing unrecognized expense by Q3 2025 .

Other Directorships & Interlocks

• Entities controlled by Yaldoo had historical revenue-share agreements with ZIVO and related warrants; in January 2025, these rights were exchanged for common stock:
  • HEP/MKY forfeited revenue share and buy-out rights in exchange for 13,320 shares (buy-out option collectively $333,000) .
  • Strome-related entities executed a similar exchange for 34,000 shares (buy-out option $850,000) .
• 2024 stock/warrant sales to related parties included HEP Investments (98,256 shares; 1,011 warrants; $762,782 proceeds), plus sales to other directors and Strome affiliates .

Expertise & Qualifications

• Investment, operations and growth expertise across payments, telecom, retail, biotech, and healthcare; board chair and executive experience at TCC Wireless .
• Capital markets exposure via CardConnect IPO and subsequent acquisitions by First Data and Fiserv; strategic partnerships and dispositions .
• Legal training (J.D., cum laude) and accounting foundation (BBA in Professional Accounting), supporting oversight of governance, contracts and financial discipline .

Equity Ownership

Governance Assessment

• Alignment: Significant personal equity stake (14.8%) aligns incentives with shareholders .
• Independence and attendance: Board determined independence under Nasdaq standards; attended at least 75% of FY2024 board/committee meetings; attended 2024 annual meeting .
• Committee engagement: Not listed on Audit, Compensation, or Nominating & Governance committees as of FY2024; reduced committee exposure limits direct oversight influence .
• Compensation design: Shift from cash to equity (RSAs) for NEDs indicates cash conservation and equity-based alignment; rapid vesting reduces potential long-term retention tether .
• Board leadership risk: Combined Chair/CEO with no Lead Independent Director may constrain independent oversight .
• Related-party exposure: Historical revenue-share agreements and capital raises involving entities controlled by Yaldoo were later exchanged into equity; robust related-party policy requires Audit Committee approval for material transactions .

RED FLAGS

• Related-party transactions: HEP/MKY revenue-share rights tied to cash buy-outs subsequently exchanged for ZIVO stock; ongoing capital raises included related parties (potential conflicts warrant continued Audit Committee scrutiny) .
• Governance structure: Combined Chair/CEO and absence of a Lead Independent Director .
• Cash constraints: Unpaid 2024 director fees and conversion of accrued/future cash fees into RSAs highlight liquidity pressures, potentially affecting board independence optics .

Say-on-Pay & Shareholder Feedback (context)

Notes on Related Party Transactions

• Policy: Audit Committee/independent directors must pre-approve transactions exceeding the lesser of $120,000 or 1% of average total assets; evaluate arms-length terms and party interest .
• 2024 stock/warrant sales to related parties (Cornell, Maggiore, Payne, HEP Investments, and Strome affiliates) totaled 520,435 shares and 21,185 warrants, with $3,786,475 proceeds .

Director Compensation Structure (NED Policy)

• Equity: Automatic annual grant of restricted stock with target value ~$50,000 at each annual meeting; vests in four equal quarterly installments .
• Cash: Annual board term service fee increased from $40,000 to $50,000 starting with the service year beginning at the next annual meeting; committee stipends as noted above .
• 2024 Special actions: Director Stock Option Replacement Program awarded restricted stock to three NEDs (Cornell 60,724; Maggiore 36,630; Masterson 30,010), and a special 37,688-share grant to Cornell for nutrition unit initiatives; stock awarded in lieu of unpaid 2023 fees (Cornell 95,134; Maggiore 81,544; Masterson 84,941) .

Compliance & Policies

• Insider trading/hedging: Company prohibits hedging transactions (prepaid forwards, swaps, collars, exchange funds) for directors, officers and employees .
• Independence standards: Company implements Nasdaq independence standards despite OTC listing .