Gregory Brown
About Gregory B. Brown, M.D.
Independent director and Chair of Aquestive’s Board since April 2024; director since March 2007. Age 71. Background spans medicine (thoracic/vascular surgeon and HMO founder), life sciences investing (co‑founder, HealthCare Royalty Partners), investment banking (co‑head at Adams, Harkness & Hill) and biotech research analysis (Vector Securities). Education: B.A. Yale; M.D. SUNY Upstate Medical Center; M.B.A. Harvard Business School .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Memgen, Inc. (private) | Chief Executive Officer and Director | Current | Development-stage biotech leadership |
| HealthCare Royalty Partners | Co‑founder; Senior Advisor Board member | Current | Royalty investments experience |
| Paul Capital Partners | Partner; co‑managed royalty investments | Prior | Royalty management committee |
| Adams, Harkness & Hill (now Canaccord Genuity) | Co‑Head of Investment Banking; Head of Healthcare | Prior | Capital markets leadership |
| Vector Securities International | Ranked Biotechnology Research Analyst | Prior | Equity research credentials |
| Thoracic/Vascular Surgery (community setting) | Surgeon; HMO founder/leader | Prior | Clinical and operational healthcare experience |
External Roles
| Company | Listing | Role | Notes |
|---|---|---|---|
| Lisata Therapeutics, Inc. | Nasdaq: LSTA | Director | Current public board |
| Adimab, LLC | Private | Director | Antibody discovery technology |
| Faron Pharmaceuticals, Oy | LON: FARN | Director | Previously served |
| Cambrex Corporation | formerly NYSE: CBM | Director | Previously served |
| FAST BioMedical | Private | Director | Previously served |
Board Governance
- Board Chair (separate from CEO), reinforcing independent oversight and objective management evaluation .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; Brown classified as independent .
- Committee memberships: Audit (member, financial expert), Compensation (member), Nominating & Corporate Governance (member), Science & Technology (member); not a committee chair .
- Audit Committee financial expert designation based on financial experience and business background .
- Attendance/engagement: Board held 7 meetings in 2024; all directors then serving attended at least 75% of Board and their committee meetings; independents meet in periodic executive sessions .
- Classified Board with staggered three‑year terms; promotes continuity but can reduce annual accountability .
Committee meeting cadence (FY2024):
| Committee | Meetings Held |
|---|---|
| Audit | 8 |
| Compensation | 5 |
| Nominating & Corporate Governance | 4 |
| Science & Technology | 4 |
Fixed Compensation (Director)
Program structure (non‑employee directors):
| Component | Annual Amount | Notes |
|---|---|---|
| Board Cash Retainer | $50,000 | Paid quarterly; prorated as applicable |
| Board Chair Additional Retainer | $50,000 | Paid to Chair |
| Audit Committee Member | $10,000 | Additional retainer |
| Audit Committee Chair | $20,000 | Additional retainer |
| Compensation Committee Member | $8,750 | Additional retainer |
| Compensation Committee Chair | $17,500 | Additional retainer |
| Nominating & Corporate Governance Member | $5,000 | Additional retainer |
| Nominating & Corporate Governance Chair | $10,000 | Additional retainer |
| Science & Technology Member | $8,750 | Additional retainer |
| Science & Technology Chair | $17,500 | Additional retainer |
Brown’s FY2024 actuals:
| Item | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $113,915 |
| All Other Compensation (Travel reimbursement) | $7,654 |
| Total Fixed Cash/Other | $121,569 |
Performance Compensation (Director)
Annual equity for directors is stock options, granted on Annual Meeting date, vesting fully after one year; FY2024 grant size was 38,000 options per non‑employee director (Jenkins received 57,000 upon appointment with 3‑year ratable vesting) .
Brown’s FY2024 equity:
| Equity Element | Grant Date | Quantity | Fair Value Basis | Reported Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| Annual Stock Options | June 20, 2024 | Company-wide policy (38,000 per director) | Black‑Scholes | $76,931 (Brown’s option award value) | 100% after 1 year |
Outstanding director options (as of 12/31/2024):
| Holder | Options Outstanding (#) |
|---|---|
| Gregory B. Brown, M.D. | 162,050 |
Equity grant policy: Directors receive annual equity on Annual Meeting date; off‑cycle grants for new directors follow trading window constraints; compensation not timed around MNPI .
Other Directorships & Interlocks
- Current public company board: Lisata Therapeutics (no disclosed interlocks with AQST suppliers/customers) .
- Other roles: Adimab (private), prior boards at Faron, Cambrex, FAST BioMedical .
Expertise & Qualifications
- Financial oversight: Audit Committee financial expert designation; extensive investing and royalty finance experience .
- Scientific/clinical: Medical/scientific background; surgical practice; member of Science & Technology Committee .
- Capital markets and governance: Former co‑head of investment banking; prior biotech equity research; board leadership as independent Chair .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership (common shares) | 199,135 (<1% of outstanding) |
| Rights to acquire within 60 days (e.g., options) | 124,050 |
| Ownership Pledged as Collateral | None (proxy table notes none pledged) |
| Hedging/Pledging Policy | Directors prohibited from hedging/short sales; pledging/margin accounts prohibited |
Signals from Shareholder Voting
| Item | 2025 Vote Outcome | 2024 Vote Outcome |
|---|---|---|
| Director Elections | Class I directors elected (Barber: 36,060,882 for; Morris: 35,562,599 for) | Class III directors elected (Costa: 24,888,723 for; Krop: 21,612,732 for; Taglietti: 24,940,348 for) |
| Say‑on‑Pay | Approved (32,454,278 for; 6,694,084 against; 459,188 abstain; broker non‑votes 29,848,112) | Approved (23,574,514 for; 1,566,897 against; 427,232 abstain) |
| Say‑on‑Pay Frequency | One year cadence (affirmed) | One year cadence (approved) |
| Auditor Ratification (KPMG) | Ratified (66,530,646 for; 1,166,766 against; 1,758,250 abstain) | Ratified (50,666,378 for; 895,258 against; 251,616 abstain) |
Potential Conflicts or Related‑Party Exposure
- Registration rights: Brown and other directors have piggyback registration rights (ability to include shares in company registrations), common for pre‑IPO shareholders but can raise alignment questions if used; prior S‑3 resale registrations cited .
- Related party transactions review: Audit Committee pre‑approves/ratifies any such transactions >$120,000; process described; no Brown‑specific related transactions disclosed in the latest proxy .
- Independence determinations: Annual review includes questionnaires and internal records; Board concluded no relationships impacting independence for independent directors .
Director Compensation Mix and Trends
- Mix: Cash retainers (board/chair/committee) plus annual stock options; no meeting fees reported .
- FY2024 shift in grant size: Annual director options at 38,000 vs. 25,000 in 2023, increasing equity component; Jensen’s appointment grant (57,000 options) had 3‑year ratable vesting versus 1‑year vesting for annual director grants .
- Vesting risk profile: Options vesting after one year align director upside with shareholder returns; no performance‑conditioned equity disclosed for directors .
Governance Assessment
- Strengths: Independent Chair; Brown is designated audit financial expert; broad committee participation (including Science & Technology) enhances oversight; hedging/pledging prohibitions strengthen alignment; consistent shareholder support for governance items (say‑on‑pay, auditor) .
- Watch‑items/RED FLAGS: Classified board may reduce annual accountability; concentration of committee membership (Brown serves on all major committees) can centralize influence—ensure robust lead/chair dynamics and independent processes; director registration rights present potential optics issues if exercised during sensitive periods .
- Attendance/engagement: Directors met attendance thresholds; independent executive sessions held; continue monitoring for 100% attendance to signal full engagement .
Overall, Brown’s combination of scientific, financial, and capital markets expertise, independence status, and audit financial expert designation supports board effectiveness; the company’s policy environment (hedging/pledging bans; related‑party review) mitigates conflict risk, while the classified board and registration rights warrant continued monitoring for investor alignment .
