Eduardo Rene Salas
About Eduardo Rene Salas
Eduardo Rene Salas, age 63, joined ADMA’s Board on December 30, 2024 as a Class I director (term expiring at the 2026 annual meeting). He serves on ADMA’s Audit Committee and is deemed independent under Nasdaq rules. His background includes senior audit partner at Ernst & Young LLP (2002–2019), CFO of Wellstat Therapeutics (2020–2022), and audit/board roles at life sciences companies. Education: B.A. in business administration (University of Texas at San Antonio); completed Strategic Leadership programs at Harvard Business School and Northwestern Kellogg.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior client-serving audit partner | 2002–2019 | Led audit engagements for public and private companies; deep financial reporting and controls expertise |
| Wellstat Therapeutics, LLC | Chief Financial Officer | 2020–2022 | Pharmaceutical CFO; operational finance oversight |
| Embody, Inc. (private; acquired by Zimmer Biomet) | Lead Independent Director; Audit Committee Chair | 2021–2023 | Chaired audit committee; board leadership through acquisition |
| ADMA Biologics, Inc. | Director (Class I) | Appointed Dec 30, 2024 | Member, Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intra-Cellular Therapies, Inc. | Audit Committee member | Since 2022 | Public company board/audit experience |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Dr. Young T. Kwon; members Kwon, Lawrence P. Guiheen, and Salas. Audit Committee held six meetings in 2024 and oversees financial reporting, internal controls, auditor independence, and risk.
- Independence: Board determined Salas is independent under Nasdaq standards; all standing committees comprise only independent directors.
- Attendance: Board held five meetings in 2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings during their service periods.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | — | Salas joined at year-end; no 2024 cash fees recorded for him in Director Compensation table |
| Annual cash retainer (non-employee directors; policy) | $50,000 | Board-approved program, effective Jan 1, 2023 |
| Chairman/Vice-Chairman additional fee | $40,000 | Effective Jan 1, 2023–Dec 31, 2024 |
| Committee Chair retainers | Audit $22,250; Compensation $16,500; Governance & Nominations $11,000 | Effective Jan 1, 2023–Dec 31, 2024 |
| Committee member retainers | Audit $11,125; Compensation $8,250; Governance & Nominations $5,500 | Effective Jan 1, 2023–Dec 31, 2024 |
| Fee payment cadence | 25% of Board/Committee fees paid quarterly | Since Oct 2020 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Exercise Price | Vesting | Expiration/Termination |
|---|---|---|---|---|---|---|
| Stock Options (initial appointment grant) | Dec 30, 2024 | 20,011 options | $214,537 | $17.49 | 12 equal monthly installments; fully vested by first anniversary, subject to continued service | Not specified in footnote; standard director option termination applies upon ceasing service per plan; appointment grant disclosed without explicit expiry |
| RSUs (annual program on Feb 26, 2024) | Feb 26, 2024 | N/A for Salas (—) | N/A (—) | N/A | 6- and 12-month tranches; one-year full vest (for then non-employee directors) | N/A |
| Standard director awards (Feb 26, 2024 for other directors) | Feb 26, 2024 | 37,541 options; 24,040 RSUs | Options: included in table totals | $5.40 | Options monthly over 12 months; RSUs at 6 and 12 months | Options terminate earlier of Feb 26, 2034 or 1 year after ceasing service |
Performance metrics: Director equity awards are time-based (no performance conditions); ADMA’s broader compensation governance features clawback/recoupment policy (executive program), independent consultant engagement, and no tax gross-ups historically in NEO arrangements.
Other Directorships & Interlocks
| Company | Role | Committee/Function | Potential Interlock/Conflict |
|---|---|---|---|
| Intra-Cellular Therapies, Inc. | Audit Committee member | Audit oversight | None disclosed with ADMA; no related-party transactions for Salas under Item 404(a) |
| Embody, Inc. (private) | Lead Independent Director; Audit Chair | Audit oversight | Private company acquired by Zimmer Biomet; no ADMA linkage disclosed |
Expertise & Qualifications
- Former EY audit partner with extensive PCAOB/GAAP experience; CFO experience in pharmaceuticals; current public company audit committee service.
- Board determined ADMA’s Audit Committee chair (Dr. Kwon) qualifies as “audit committee financial expert”; Salas brings complementary audit depth and industry CFO perspective.
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Outstanding | Detail (60-day vesting; unvested) |
|---|---|---|---|
| Eduardo Rene Salas | 12,406 | * (less than 1%) | Includes options to purchase 12,406 shares; excludes options to purchase 23,884 shares and 10,889 RSUs not vesting within 60 days of March 31, 2025. Shares outstanding: 238,532,252 as of Mar 31, 2025. |
Governance Assessment
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Strengths
- Independence and clean related-party profile: Salas was appointed without arrangements/understandings and is not party to related transactions under Item 404(a); Board confirms independence.
- Audit oversight: Immediate placement on Audit Committee; robust committee remit and 2024 activity (six meetings); SOX 404A advisory retained (BDO USA).
- Attendance culture: Board reported no incumbent director under 75% attendance and emphasizes engagement at annual meetings.
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Alignment and incentives
- Initial option award is time-based and vests monthly over 12 months; strike set at contemporaneous market ($17.49), supporting retention and market-based alignment; no 2024 cash or RSU recorded given year-end appointment.
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Watch items / RED FLAGS (board-level context, not specific to Salas)
- Related-party transactions: Ongoing shared services with Areth ($120,000 in 2024) and purchases from GenesisBPS (~$0.2 million)—entities controlled by ADMA co-founders/insiders. Monitor for pricing/terms and oversight rigor.
- Nominating rights: Aisling Capital and Hariden retain director designation rights, potentially concentrating influence; Salas is not a designee.
- Pledging: CEO Adam S. Grossman pledged 712,326 shares as collateral in January 2025, a governance risk signal (not involving Salas).
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Overall view: Salas adds experienced audit/CFO capacity and public company audit committee experience, with clean independence and no related-party ties. His ownership is modest (<1%), but the option grant and ongoing committee role create service-based alignment; broader board-level related-party arrangements warrant continued investor scrutiny.