Michael Sherman
About Michael Sherman
Michael Sherman, age 66, is an independent director of BioVie Inc. and has served on the Board since 2017. He retired in 2018 as a Managing Director at Barclays Plc, following a 30-year investment banking career that included a prior Managing Director role at Lehman Brothers. He holds a BA from the University of Pennsylvania and a JD, cum laude, from Harvard Law School; his background emphasizes healthcare finance, including assisting a $450 million convertible transaction for Neurocrine Biosciences and work with Teva, Amgen, Cubist, Merck, and Cardinal Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Plc | Managing Director | 2008–2018 | Retired 2018; led healthcare finance; assisted $450M Neurocrine convertible |
| Lehman Brothers, Inc. | Managing Director | Prior to 2008 | Senior investment banking role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy states none of the Company’s other directors or officers (beyond those listed) have held directorships at other U.S. reporting companies; Sherman is listed as independent and no other public company directorship is disclosed for him . |
Board Governance
- Independence: The Board determined Sherman is independent under Nasdaq listing standards in 2023, 2024, and 2025 .
- Committees and chair roles:
- Compensation Committee: Chairman since October 2020; members in 2025 were James Lang, Sigmund Rogich, and Michael Sherman . In 2024, Compensation members were Richard Berman and Michael Sherman . In 2023, Compensation members were Richard Berman, Michael Sherman, and Steve Gorlin .
- Audit Committee: Member; in 2025 the Audit Committee comprised Kameel D. Farag, James Lang (Chair), and Michael Sherman . In 2024, members were Richard Berman (Chair), Michael Sherman, Jim Lang, and Sigmund Rogich . In 2023, members were Richard Berman (Chair), Michael Sherman, Jim Lang, and Sigmund Rogich .
- Nominating & Corporate Governance: Member (listed in slates and roles) .
- Attendance and engagement:
- FY2023: Board met 5 times; Audit 4; Compensation 5; Nominating & Corporate Governance 1; all directors attended at least 75% of aggregate meetings .
- FY2024: Board met 5 times; Audit 4; Compensation 2; Nominating & Corporate Governance 1; all directors attended at least 75% of aggregate meetings .
- Codes and oversight: The Company maintains a code of ethics and Board committee charters; Audit Committee pre-approves auditor services and reviews related party transactions per charter .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fees earned or paid in cash ($) | — | — | 11,250 |
- FY2025 proxy notes “There are no arrangements pursuant to which our directors are or will be compensated in the future for any services provided to the Company,” but then provides the director compensation table; cash fees were recorded for Sherman in FY2025 .
- FY2024 committee equity grant structure (directors could elect RSUs or options; chair vs member awards): For FY2024, total annual grants to the Board were 18,271 RSUs ($549,957 grant-date market value) or 18,325 options ($335,348 grant-date fair value); committee chair vs member incremental grants were 547 RSUs vs 274 RSUs (for RSU choosers) and 900 options vs 450 options (for option choosers), with additional awards for multi-committee service and chair roles as disclosed .
Performance Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Option awards ($) | 304,500 | 164,243 | 148,055 |
| Stock awards ($) | — | — | — |
| Non‑equity incentive ($) | — | — | — |
| Other compensation ($) | — | — | — |
- Vesting mechanics (directors, time-based):
- Options granted on 12/18/2020 and 4/5/2022: 25% vest on grant date; remaining vest in three equal annual installments beginning first anniversary .
- Options granted after 11/23/2022: vest in four equal quarterly installments beginning 2/9/2023 .
- RSUs granted after 11/23/2022: vest in four equal quarterly installments beginning 2/9/2023 .
- Change-in-control: The 2019 Omnibus Equity Incentive Plan does not automatically accelerate awards upon change in control; treatment is per award agreement or Compensation Committee discretion .
- Performance metrics: No performance-based long-term incentive plans beyond options/RSUs; awards are time-vested (no disclosed revenue/EBITDA/TSR performance metrics for directors) .
Outstanding Equity Awards (Sherman, as of June 30, 2024)
| Grant Date | Unexercised Options (Exercisable) | Unexercised Options (Unexercisable) | Unearned Options (Equity Incentive) | Strike Price ($) | Expiration |
|---|---|---|---|---|---|
| 10/13/2019 | 80 | — | — | 71.30 | 10/13/2024 |
| 10/13/2020 | 80 | — | — | 99.00 | 10/13/2025 |
| 12/18/2020 | 10,310 | — | — | 139.10 | 12/18/2025 |
| 04/05/2022 | 9,761 | — | 3,254 | 50.40 | 04/05/2027 |
| 11/23/2022 | 7,500 | — | — | 61.20 | 11/23/2027 |
| 11/23/2023 | 4,488 | 4,487 | — | 30.10 | 11/23/2028 |
As of June 30, 2024, directors held 276,851 stock options outstanding with aggregate grant-date fair value of ~$8.2 million; RSUs outstanding were 9,135 with an aggregate market value of ~$36,500 .
Other Directorships & Interlocks
- Other U.S. reporting company boards: None disclosed for Sherman .
- Transaction exposure/interlocks:
- BioVie’s July 2022 private placement with Acuitas Group Holdings (Terren Peizer) for common stock and warrants ($6 million) is disclosed under related party transactions in the FY2024 proxy .
- Sherman signed Amendment No. 1 to the NeurMedix asset purchase agreement on behalf of BioVie on May 9, 2021; Acuitas Group Holdings was a party (guarantor), and Terren Peizer signed for NeurMedix and Acuitas .
Expertise & Qualifications
- Legal and finance credentials: JD (Harvard Law School, cum laude), BA (University of Pennsylvania) .
- Deep healthcare finance and capital markets experience; notable transactions include Neurocrine’s $450 million convertible and transactions with Teva, Amgen, Cubist, Merck, and Cardinal Health .
- Board leadership: Chair of Compensation Committee since October 2020; member, Audit and Nominating & Corporate Governance Committees .
Equity Ownership
| Metric | Aug 9, 2023 | Jun 13, 2024 | Sep 30, 2024 | Sep 22, 2025 |
|---|---|---|---|---|
| Shares beneficially owned | 202,525 | 377,838 | 38,695 | 10,665 |
| Options exercisable within 60 days | 168,513 | 343,826 | 34,482 | 10,457 |
| Warrants exercisable within 60 days | 13,333 | 13,333 | — | — |
| RSUs within 60 days | — | — | — | — |
| Indirect holdings | Children’s Trust (shares of record) | Children’s Trust (shares of record) | Children’s Trust (shares of record) | 134 shares held by Sherman Children’s Trust |
No pledging of company stock is disclosed for Sherman in the proxies reviewed .
Insider Trades (recent filing)
| Date | Filing Type | Summary | Source |
|---|---|---|---|
| Jan 7, 2025 | Form 4 | Insider transaction filed by Michael Edward Sherman (details in SEC PDF) |
Governance Assessment
- Strengths
- Independence verified across multiple years; committee service spans Audit, Compensation (Chair), and Nominating & Corporate Governance .
- Consistent engagement: all directors, including Sherman, attended at least 75% of Board and committee meetings in FY2023 and FY2024; Board and committee activity levels are appropriately frequent for a small-cap biotech .
- Relevant expertise: 30 years in healthcare investment banking with complex financing experience; legal training enhances governance oversight .
- Compensation and alignment
- Equity-heavy compensation historically (options), with cash fees appearing in FY2025; YOY decline in option grant fair value (FY2023 $304,500 → FY2024 $164,243 → FY2025 $148,055) suggests moderation amid equity structure changes .
- Awards are time-vested; absence of performance-based metrics (e.g., revenue, EBITDA, TSR) for director equity is typical but provides limited pay-for-performance linkage .
- 2019 plan lacks automatic acceleration on change-of-control; treatment requires award-level terms or Compensation Committee discretion—generally investor-friendly relative to single-trigger acceleration .
- Conflicts and related-party oversight
- FY2025 proxy states no related-party transactions since July 1, 2024; prior disclosure notes 2022 financing with Acuitas (a major holder) .
- Audit Committee charter requires pre-approval of related-party transactions and continuous oversight of auditor independence and legal/compliance matters, mitigating conflict risk .
- Red flags and watch items
- Concentrated shareholder (Acuitas Group Holdings) remains a significant holder; continued vigilance on related-party approvals is warranted, though FY2025 reports none >$120k .
- Director equity awards are time-based, not performance-based; investors focused on pay-for-performance may prefer clearer alignment metrics for directors .
Overall, Sherman’s governance profile reflects independence, stable committee leadership (Compensation Chair since 2020), and adequate attendance, with equity-heavy compensation trending down in grant value. While historical related-party transactions involved a major holder, current disclosures show no such transactions in FY2025, and committee charters describe appropriate pre-approval and oversight mechanisms .