cbdMD, Inc.
For the period ended Apr 10, 2025. Filed Feb 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2025 · Filed Feb 25, 2025
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Contents
Pay Versus Performance Table
We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the Compensation Committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies, we are including three years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K.
The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and net loss results for the years ended September 30 2024, 2023 and 2022:
| Year (a) · Summary Compensation Table Total for PEOs($)(1) · Summary Compensation Table Total for PEOs($)(1) · Summary Compensation Table Total for PEOs($)(1) · Compensation Actually Paid to PEOs($)(2) · Average Summary Compensation Table Total for Non-PEO NEOs($)(3) · Average Compensation Actually Paid to Non-PEO NEOs($)(3) · Value of Initial Fixed $100 Investment Based on Total Shareholder Return($)(4) · Net Income (in 000’s) ($)(5) | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 275,000 | 275,014 | 275,014 | 181,375 | 181,375 | (88) | (3,700,126) |
| 2023 | 384,615 | 384,637 | 384,637 | 191,435 | 191,435 | (46) | (22,938,209) |
| 2022 | 1,914,067 | 1,948,472 | 1,948,472 | 174,693 | 173,793 | (76) | (70,083,693) |
(1) Represents the total compensation of our PEO, Ronan Kennedy for 2024 and 2023, Kevin MacDermott for 2023 and 2022 and Marty Sumichrast and Scott Coffman for 2022, as reported in the Summary Compensation Table for each year indicated.
(2) The following table details the applicable adjustments that were made to determine “compensation actually paid” to our PEO and Non-PEO NEO as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year.
| Year | Name | Summary Compensation Table Total ($) | Deduct "Stock Awards" and "Option Awards" reported in Summary Compensation Table ($) | Add Year- End Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Add (Deduct) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add (Deduct) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years which Vested in the Year ($) | Compensation Actually Paid ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | PEO | 275,000 | - | - | - | - | 14 | 275,014 |
| Other NEOs | 181,375 | - | - | - | - | - | 181,375 | |
| 2023 | PEOs | 384,615 | - | - | - | - | 22 | 384,637 |
| Other NEOs | 191,435 | (5,685) | - | - | 5,685 | - | 191,435 | |
| 2022 | PEOs | 1,914,067 | (311,000) | 45,000 | (9,620) | 230,000 | (17,945) | 1,850,502 |
| Other NEOs | 174,693 | (15,825) | 4,875 | 10,050 | 173,793 | |||
(3) Represents the total compensation of our other NEOs, Bradley Whitford for 2024, 2023 and 2022, as reported in the Summary Compensation Table for each year indicated.
(4) Represents the cumulative three-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on September 30, 2021. The Company did not issue any common stock dividends during the fiscal years ended September 30, 2024, 2023 or 2022. The stock price performance included in this column is not necessarily indicative of future stock price performance.
(5) Represents our reported net income (loss) for each year indicated.
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