David Musket

About David B. Musket

David B. Musket (age 67) has served on Capricor Therapeutics’ Board since November 2013 and previously on the Capricor, Inc. Board since 2012; he is the Chair of both the Audit Committee and the Compensation Committee. He began his investment career as a pharmaceutical equities research analyst at Goldman Sachs, later serving as President of Musket Research Associates (1991–2016) and as General Partner of ProMed Management (1996–2022). He previously served on the board of Conor MedSystems (1999–2007), and holds a B.A. in Biology and Psychology from Boston College .

Past Roles

External Roles

No current other public company directorships are disclosed for Mr. Musket; the proxy notes service on “several private and public companies” historically .

Board Governance

• Committee leadership and independence:
  • Audit Committee: Chair (members: Musket, Dunbar, Es Sabar); Board determined he qualifies as an “audit committee financial expert” and that committee members meet heightened independence standards .
  • Compensation Committee: Chair (members include Musket); committee members meet heightened independence standards .
  • Nominating & Corporate Governance Committee: Not listed as a member in 2024 .
• Engagement and attendance:
  • Board met 8 times (plus 5 unanimous written consents) in 2024; all directors except Ms. Es Sabar attended at least 75% of applicable meetings, indicating Mr. Musket met or exceeded the 75% attendance threshold .
• Audit Committee report was submitted by Musket (Chair), Es Sabar, and Dunbar, evidencing active oversight of audit matters .

Fixed Compensation

Performance Compensation

Equity plan context: The 2025 Equity Incentive Plan authorized 3,500,000 shares and includes an evergreen provision adding 5% of outstanding shares each January 1 from 2026–2035, subject to adjustment .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation per SEC rules .
• 30+ years tracking pharma/medical device sectors; venture banking and investment management background .
• Experience in financing, growing early-stage biopharma, building stockholder value, and public company process .

Equity Ownership

• Hedging/pledging policy: Officers and directors are prohibited from short sales and hedging; pledging requires pre-clearance by compliance officer .
• Pledged shares: No pledging by Mr. Musket is disclosed .

Governance Assessment

• Independence and oversight: Board determined independence for Audit and Compensation Committee members; Musket chairs both, concentrating oversight of financial reporting and executive pay. The “financial expert” designation supports audit effectiveness .
• Engagement: ≥75% attendance threshold met; Audit Committee report signed by Musket indicates active participation and oversight .
• Compensation alignment: No cash compensation for non-employee directors; equity-based pay aligns interests with shareholders. Musket received $248,501 in option award fair value for 2024; 387,296 options outstanding, highlighting equity-heavy compensation mix .
• Shareholder support: 2025 director election vote for Musket received 17,409,421 “For” vs. 658,863 “Withheld,” indicating strong shareholder backing; say‑on‑pay passed with 16,442,845 “For” vs. 1,467,438 “Against” .
• Related‑party/conflict review: Company maintains Code of Ethics and Board oversight of related‑party transactions; no Musket‑specific related‑party transactions disclosed. Hedging prohibited; pledging restricted .
• Dilution considerations: The 2025 plan’s evergreen feature (automatic 5% annual share increase) is a governance consideration for dilution over time; directors, including non‑employees, can receive awards under the plan .

RED FLAGS to monitor

• Dual committee chair roles (Audit and Compensation) concentrate oversight authority in a single director—monitor for effective checks and balances and committee workload management .
• Evergreen equity plan (5% annual increase) may contribute to dilution—track grant practices and burn rate, including director equity awards .

Appendix: 2025 Annual Meeting Voting (for context)