I never intended to discuss the details of a private business separation publicly.

Business relationships are complicated. Their endings can be even more so. And while I recognize that two people can experience the same events very differently, I have always believed that these matters are best resolved privately.

However, recent public statements concerning the departure of a former non-managing member of Gaidama have raised serious questions about my integrity, my business practices, and the values of the company I've spent years building.

Among those statements are allegations of financial exploitation and suggestions that I deliberately structured a business agreement to deprive someone of compensation.

Those are serious accusations, and I believe they warrant additional context.

I have no interest in discrediting anyone or persuading the public to take sides. But I do believe that when selected details of a private business matter are shared publicly, the surrounding facts deserve consideration.

What follows is my perspective on the circumstances of this separation, the decisions I made, and the process through which those decisions were evaluated.

Understanding the Ownership Structure

Gaidama was founded independently by me through Nova Brand LLC, approximately a year before I met the individual who would later become a minority owner. She was not a founder or co-founder of the company.

At the time of the events described here, I held an 80% ownership interest and served as the company's founder, CEO, and sole managing member. The remaining 20% was held by a non-managing member.

This distinction matters.

Ownership and management authority are not the same thing. While we both held equity in the company, responsibility for its executive decisions, financial management, operations, and strategic direction rested with me.

Our respective rights and responsibilities were established in legally binding operating agreements signed years before this dispute arose.

Those agreements also contained provisions governing how an ownership interest would be valued in the event of a member's departure.

When those documents were drafted, neither of us was contemplating a separation. I retained an attorney I had worked with previously to prepare the agreements, and we were focused on building the business, not anticipating how our professional relationship might eventually end.

I did not design those provisions to prevent anyone from receiving compensation. Nor were they created or modified in anticipation of this separation.

How the Separation Began

In early 2026, a disagreement arose concerning the distinction between ownership and executive decision-making authority.

An incident involving a proposed third-party use of Gaidama's branding prompted me to request a conversation about our respective roles and responsibilities, including how those roles were represented publicly.

During that conversation, the former member expressed concerns about her compensation and the responsibilities associated with her position.

Rather than dismissing those concerns, I proposed that we review her existing responsibilities, assess the time required to perform them, and determine what workload she felt was appropriate for her compensation.

I was open to redistributing responsibilities or bringing in additional support if necessary.

What I was not willing to do was relinquish responsibility for deciding which functions the business needed or how those responsibilities should be assigned. Those were management decisions that fell within my role as the company's CEO and managing member.

We were ultimately unable to reach an understanding about her position.

In subsequent written correspondence, she raised the possibility of a buyout of her ownership interest.

I retained legal counsel to review the operating agreement and advise me on the appropriate next steps.

As the professional relationship continued to deteriorate, I ultimately determined that continuing our ownership relationship was no longer in the company's best interests and exercised my authority to initiate her removal under the operating agreement.

That decision was mine, and I stand behind the business reasons for making it.

The Operating Agreement and Buyout Valuation

One of the most troubling implications of the public discussion is that I deliberately structured our operating agreement to ensure the departing member would receive little or nothing upon leaving the company.

That is not what happened.

Our operating agreement contained two different valuation provisions applicable to different circumstances of departure.

Both relied on the company's prior-year net earnings, although one provided a more favorable calculation than the other.

We proceeded using the more favorable valuation provision.

The formula was not designed to guarantee a zero-dollar payout. Had Gaidama generated positive net earnings during the relevant period, the same provision could have resulted in a meaningful payment.

But Gaidama experienced a net loss in 2025.

My CPA prepared the company's financial information, and the applicable contractual calculation resulted in a zero-dollar buyout valuation.

I did not invent that formula in response to the separation. I did not alter it to produce a particular outcome. And I did not arbitrarily decide that another member's ownership interest was worth nothing.

The calculation produced the result it did because of the company's net financial performance.

Despite that result, I proposed an additional payment as part of a separation agreement in an effort to reach a resolution.

I understand that a zero-dollar valuation can be deeply disappointing, particularly to someone who has invested time and effort into a business.

But disappointment with the outcome of a contractual agreement is not, by itself, evidence that the agreement was designed to exploit someone.

Compensation and Missing Context

Compensation has also been a subject of the public discussion.

Some figures presented publicly as wages were actually net take-home pay after deductions, rather than the gross wages paid by the company.

In at least one instance, actual gross compensation was more than 50% higher than the amount presented.

That is a meaningful distinction.

The figures also did not provide a complete picture of the compensation and benefits associated with the role, or the financial circumstances of the business at different stages of its growth.

I don't believe it would be appropriate or productive to publish a detailed history of another person's compensation.

But I do believe that when financial figures are used to support an allegation of exploitation, it is important to distinguish between what an employer pays and what an employee receives after deductions.

Those are not interchangeable numbers.

The Financial Review and Negotiations

Following the proposed separation, the former member retained legal counsel.

What followed was an extended period of attorney-led correspondence and negotiations involving the company's financial records, accounting practices, and the circumstances surrounding the separation.

Her counsel raised concerns about several transactions in the company's records and alleged that I had improperly used business funds for personal benefit.

We responded through counsel with explanations of the transactions and their accounting treatment.

Some questioned expenditures were legitimate business expenses. Others were personal expenditures recorded against my owner account rather than treated as deductible business expenses.

Additional questions were raised and addressed through the same process.

I worked with my attorney and CPA to review the relevant financial information and respond to the concerns presented.

I strongly reject the allegation that I intentionally mismanaged Gaidama's finances, created debt, or diminished the company's profitability for the purpose of reducing another member's ownership value.

Gaidama's financial losses were real, and the challenges of operating a growing business have affected me personally and financially as well.

The correspondence and negotiations continued over several months. Ultimately, we did not reach a mutually acceptable buyout agreement, and the dispute did not proceed to litigation.

I had hoped that would be the end of a difficult private business matter.

Instead, allegations of financial exploitation and unethical business practices were subsequently brought to social media.

A Final Perspective

I recognize that the former member may have a very different perspective on these events.

I also recognize that she may feel that her contributions to Gaidama warranted compensation beyond what the operating agreement provided.

She is entitled to those feelings and opinions.

But I am equally entitled to explain the decisions I made, the responsibilities I held, and the circumstances in which those decisions occurred.

I have spent years building Gaidama, making difficult decisions, accepting financial risks, and doing my best to act responsibly toward the business, its employees, its customers, and the community it serves.

That does not mean every decision I've made has been perfect. It does mean that I take my responsibilities seriously.

I believe there is an important difference between an unfavorable financial outcome and financial exploitation. Between a difficult business decision and a malicious one. Between someone's disappointment in how a relationship ended and evidence that they were deliberately wronged.

My intention in sharing this account is not to invalidate anyone else's experience or invite further public debate.

It is simply to provide context that I believe has been missing.

I don't expect everyone to agree with my decisions, and I don't need them to.

But I do believe people deserve the opportunity to evaluate those decisions with a fuller understanding of the circumstances.

— Kendall Vernon