Rick Sterling
AQUABOUNTY TECHNOLOGIESAbout Rick Sterling
Rick Sterling (age 61) has served as an independent director of AquaBounty Technologies since September 2013. He is a CPA with a BS in Accounting from Virginia Tech and previously served as CFO of Precigen Inc. (NASDAQ:PGEN) from 2007 to March 2021 after 17 years in KPMG’s audit practice, with experience spanning capital markets, M&A integration, SEC reporting, and oversight of HR/IT functions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precigen Inc. (NASDAQ:PGEN) | Chief Financial Officer | 2007–Mar 2021 | Led IPO (2013), raised equity/debt, executed and integrated >12 acquisitions, managed SEC reporting/compliance, divestitures, budgeting, facilities; oversaw HR and IT |
| KPMG | Audit practice (client base: healthcare, technology, manufacturing) | 17 years | Public company audit experience; audit/reporting rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed in AQB proxy bio | — | — |
Board Governance
- Independence: Board determined Sterling is independent under Nasdaq Rule 5605(a)(2) (2024 and 2025 annual reviews) .
- Committee memberships and chair roles:
- Audit Committee (member; chair is Christine St.Clare) .
- Compensation and Human Capital Committee (member; chair is Gail Sharps Myers) .
- Nominating & Corporate Governance Committee: not a member .
- Attendance and engagement:
- Board met 19 times in 2024; each director attended ≥75% of Board and applicable committee meetings. Non‑management directors held periodic executive sessions (2024) .
- Board met 11 times in 2023; each director attended ≥75% of meetings; periodic executive sessions (2023) .
- Board leadership structure:
- 2024: Combined CEO/Chair with a Lead Independent Director to balance oversight ; lead independent director was Ricardo J. Alvarez .
- 2025: Roles separated—Board Chair (Sylvia Wulf), CEO distinct; Board cites checks and balances and fit for current context .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Audit Committee role | Member | Member |
| Compensation Committee role | Member | Member |
| Nominating & Governance Committee role | Not a member | Not listed; NCGC to add member/choose chair after Alvarez/Stern exit |
| Independence | Independent | Independent |
| Board meetings (count) | 11; ≥75% attendance per director | 19; ≥75% attendance per director |
| Executive sessions | Periodic | Periodic |
Fixed Compensation
- Structure trends:
- 2024: Board reduced fees and deferred cash to preserve liquidity; annual equity grants waived .
- 2023: Standard cash retainer plus committee fees; annual RSU ($20k) and option grants (125 shares) .
| Item | 2023 | 2024 |
|---|---|---|
| Cash fees (Sterling) | $50,000 | $22,500 (Q1 paid; Q2–Q4 delayed to 2025) |
| Committee chair fees | Not a chair | Not a chair |
| Committee member fees | Included in total (member AC + CHCC) | Included in total (member AC + CHCC) |
| Meeting fees | Not disclosed | Not disclosed |
| Notes | Equity grants standard across directors; see Performance Compensation below | Equity grants waived in 2024; strategic alternatives committee existed (chair $10k; members $5k); participation not specifically disclosed for Sterling |
Performance Compensation
- 2023 director equity grants (non‑employee directors, including Sterling):
- RSUs: $20,000 grant value; vest at next annual meeting .
- Options: 125 shares; exercise price at grant FMV; vest daily through next annual meeting .
- 2024: All director equity grants waived to support Company liquidity .
- No performance metrics tied to director equity (time‑based vesting only) .
| Metric | 2023 | 2024 |
|---|---|---|
| RSU grant (value; vesting) | $20,000; vest at next annual meeting | Waived |
| Option grant (shares; vesting; strike) | 125 shares; vest daily to next annual; strike = FMV at grant | Waived |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Sterling in AQB proxy |
| Prior public company boards | Not disclosed in AQB proxy (bio focuses on CFO and KPMG roles) |
| Interlocks with AQB customers/suppliers/competitors | Not disclosed |
Expertise & Qualifications
- CPA; BS in Accounting (Virginia Tech). Deep audit and finance expertise from KPMG and Precigen (capital raising, IPO execution, acquisitions/integration, SEC reporting) .
- Not designated AC “financial expert” (that role is held by Christine St.Clare), but serves on AC and CHCC reflecting finance/human capital oversight experience .
Equity Ownership
- Insider trading/pledging policy: Company prohibits hedging, short sales, and pledging by directors; Company states directors complied in 2024 and 2023 .
- No pledging: Directors/officers’ shares not pledged as of March 31, 2025 .
| Ownership Metric | 2024 (as of Mar 31) | 2025 (as of Mar 31) |
|---|---|---|
| Shares beneficially owned (Sterling) | 1,929 | 3,318 |
| % of shares outstanding | <1% | <1% |
| Included RSUs within 60 days | 1,389 | 1,389 |
| Options reflected (context) | Directors as group: 1,534 options within 60 days; individual counts not itemized in footnote | Directors/officers as group: 705 options within 60 days; individual counts not itemized in footnote |
| Unvested stock awards (as of Dec 31 prior year) | 2,778 (unvested RSUs outstanding, Sterling) | 1,389 (unvested RSUs outstanding, Sterling) |
| Unexercised options (as of Dec 31 prior year) | 475 (Sterling) | 475 (Sterling) |
Governance Assessment
- Strengths
- Independent director with deep audit/finance background; serves on AC and CHCC, boosting board financial oversight capacity .
- Board adopted strict anti‑hedging/anti‑pledging insider policy; directors complied; no pledging of shares reported—positive alignment signal .
- Liquidity‑preservation governance: Board deferred director cash pay for Q2–Q4 2024 and waived 2024 equity grants, indicating sensitivity to shareholder cash constraints and going‑concern priorities .
- Attendance: ≥75% participation threshold met by all directors; frequent Board sessions (19 in 2024) and committee work (AC 4; CHCC 5) demonstrate active oversight .
- Leadership evolution: Separation of Chair/CEO roles in 2025 strengthens independent oversight compared to 2024’s combined CEO/Chair model with Lead Independent Director .
- Watch items
- Ownership alignment appears modest: <1% beneficial ownership and relatively small RSU/option holdings; could limit “skin‑in‑the‑game” signaling, though anti‑hedging/pledging helps alignment .
- No disclosed use of independent compensation consultants for CHCC; monitor committee practices for pay rigor and benchmarking transparency .
- NCGC composition changes required after Alvarez/Stern were not re‑nominated; Board plans to appoint an additional member/chair—execution will affect governance continuity .
- RED FLAGS
- None disclosed specific to Sterling: no related‑party transactions, legal proceedings, hedging/pledging, or option repricing reported .
Overall, Sterling’s independent status, audit/finance expertise, and active committee roles support board effectiveness at AQB. The Board’s 2024 compensation concessions and 2025 leadership separation are positive governance signals. Ownership alignment is modest, so continued monitoring of equity grants and director stock ownership guidelines (none disclosed) is warranted .