Frank Litvack
CAPRICOR THERAPEUTICSAbout Frank Litvack
Frank Litvack, M.D., FACC (age 69 as of April 1, 2025) serves as Executive Chairman and Director at Capricor Therapeutics; he joined the Capricor, Inc. board in 2012 and has been Executive Chairman since November 2013 . He trained at McGill University (medical school and residency) and completed a Cardiovascular Fellowship at Cedars-Sinai, later becoming co-director of the Cardiovascular Intervention Center and Professor of Medicine at UCLA; he is board-certified in Internal Medicine, Cardiovascular Diseases, and Interventional Cardiology . He has extensive entrepreneurial and operating experience in healthcare, having founded and led medical device companies and served in leadership roles at investment firms; the board highlights his business-building and scientific leadership as core credentials supporting his role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedars-Sinai Cardiovascular Intervention Center | Co-Director | Not disclosed | Led prominent clinical/research program; Translational Medicine focus |
| UCLA School of Medicine | Professor of Medicine | Not disclosed | Research and leadership in cardiovascular innovation |
| Progressive Angioplasty Systems Inc. | Founder/Chair/CEO (implied leadership) | Acquired 1998 | Founded and operated; acquired by U.S. Surgical Corp. |
| Savacor, Inc. | Founder/Chair/CEO (implied leadership) | Acquired 2005 | Founded and operated; acquired by St. Jude Medical |
| Conor Medsystems, Inc. (public) | Leadership/Board (prior experience) | Acquired 2007 | Public medical device company; sold to Johnson & Johnson |
| V-Wave Ltd. | Founder/Leader | Sold 2024 | Company sold to Johnson & Johnson |
| Pura Vida Investments, LLC (healthcare hedge fund) | Member of the Management Company | Exited 2023 | Investment management role |
| Wilhareka Partners LLC | Managing Member | Since 2023 | Private investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credence MedSystems | Director | Not disclosed | Drug delivery company board service |
| Levation Pharma | Board member/co-founder | Not disclosed | Specialty pharma (facial aesthetics) |
| Cardiovascular Research Foundation | Director | Not disclosed | Non-profit research/education board service |
| Tannenbaum Open Science Institute at McGill University | Advisory Board Member | Not disclosed | Academic advisory role |
Board Governance
- Independence: The Board affirmatively determined Dr. Frank Litvack is independent under Nasdaq standards; all standing committees are composed entirely of independent directors .
- Leadership structure: Capricor separates CEO and Executive Chairman; duties of the Executive Chairman include agenda approval, presiding at meetings, coordinating committee communication, oversight of board information flow, and stockholder engagement .
- Committee assignments: In 2024, Dr. Litvack did not serve on the Audit, Compensation, or Nominating & Corporate Governance Committees; chairs were David Musket (Audit; Compensation) and Earl Collier (Nominating & Corporate Governance) .
- Attendance: In 2024, the Board met 8 times with 5 unanimous written consents; all directors except Ms. Es Sabar attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session periodically .
| Committee | Members (2024) | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Musket, Dunbar, Es Sabar | Musket | 4 |
| Compensation | Musket, Collier, Dunbar | Musket | 3 |
| Nominating & Corporate Governance | Collier, Dunbar, Es Sabar | Collier | 1 |
| Executive Chairman (role) | Not a committee | N/A | Duties as described |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Consulting ($/yr) | Notes |
|---|---|---|---|
| 2024 | — | 120,000 | Consulting agreement dated March 24, 2014; $10,000 per month; remains in effect |
Performance Compensation
- Executive Chairman equity grants: For 2023 service, option for 200,000 shares granted Jan 2024; monthly vesting over 4 years; for 2024 service, option for 50,000 shares granted Jan 2025; monthly vesting over 1 year .
- 2024 Director Option Award grant-date fair value for Dr. Litvack: $862,400 (ASC 718) .
| Grant Year (Service Year) | Grant Date | Instrument | Shares | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| 2023 | Jan 2024 | Stock Option | 200,000 | Monthly over 4 years | Not individually disclosed (included in 2024 total) |
| 2024 | Jan 2025 | Stock Option | 50,000 | Monthly over 1 year | Not individually disclosed |
| 2024 (director comp table) | 2024 | Stock Option | Outstanding as of 12/31/2024: 1,190,532 | Various schedules | 862,400 |
Non-employee director program (excluding Executive Chairman): annual cash retainer of $70,000 and committee retainers ($7,500–$20,000) are converted into options; plus annual retention option grant valued at $150,000, vesting monthly over one year; program unchanged from 2023 .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Credence MedSystems | Private | Director | None disclosed with CAPR |
| Levation Pharma | Private | Co-founder; Director | None disclosed with CAPR |
| Cardiovascular Research Foundation | Non-profit | Director | None disclosed |
| Tannenbaum Open Science Institute (McGill) | Academic | Advisory Board Member | None disclosed |
Expertise & Qualifications
- Medical and scientific credentials: Board-certified in Internal Medicine, Cardiovascular Diseases, Interventional Cardiology; extensive publications (>100 articles/chapters) and awards including AHA Young Investigator Award, Leon Goldman Medical Excellence Award, U.S. Space Technology/Space Foundation Hall of Fame (excimer laser) .
- Industry experience: Founded, operated, financed, and exited multiple medical technology ventures; investment management and private investment leadership roles .
- Governance qualifications: Board highlights his business-building experience and scientific grounding as enhancing board effectiveness .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Frank Litvack, M.D. | 1,105,855 | 2.4% of 45,676,887 shares | 129,839 direct; 46,278 Litvack Curtis Family Trust; 929,738 options exercisable within 60 days |
- Options outstanding (as of 12/31/2024): 1,190,532 shares (aggregate outstanding options) .
- Early exercise feature applies to options under 2012, 2020, 2021 Plans; Dr. Litvack had not indicated intent to early exercise as of March 31, 2025; early-exercised shares would be subject to company repurchase if service terminates pre-vesting .
- Hedging and pledging: Directors are prohibited from hedging; pledging is prohibited unless pre-cleared by the compliance officer under the Insider Trading Policy .
Governance Assessment
- Independence vs. consulting relationship: The Board deems Dr. Litvack independent under Nasdaq rules despite a continuing consulting agreement ($10,000/month); while disclosed and approved, this dual role warrants monitoring for potential influence over management and board agenda setting (Executive Chairman duties include agenda approval and presiding) .
- Committee participation: Dr. Litvack does not sit on key committees (Audit, Compensation, Nominating), which mitigates direct influence over pay-setting and financial oversight; independent committee chairs lead these areas .
- Attendance and engagement: At least 75% attendance threshold met; Executive sessions held by independent directors support oversight quality .
- Shareholder support signals: 2025 election results show strong support for Dr. Litvack’s directorship (FOR 17,272,827; WITHHELD 795,457; broker non-votes 12,481,913), and a majority supported say‑on‑pay (FOR 16,442,845; AGAINST 1,467,438) .
- Director pay alignment: Heavy use of stock options for directors aligns incentives with shareholder value; Executive Chairman receives substantial option grants and modest cash consulting, but option valuation volatility can inflate reported grant values relative to share counts .
RED FLAGS
- Related-party exposure: Ongoing consulting agreement with the Executive Chairman is a potential conflict and should be evaluated for scope, oversight, and renewal terms .
- Independence assertion: The Board’s independence determination for an Executive Chairman with a paid consulting role could draw investor scrutiny; clear guardrails and disclosure are important .
Say‑on‑Pay & Shareholder Feedback
| Matter | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election – Frank Litvack, M.D. | 17,272,827 | 795,457 | — | 12,481,913 |
| Advisory vote on NEO compensation | 16,442,845 | 1,467,438 | 158,001 | 12,481,913 |
Compensation Structure Details (Non‑Employee Directors, Program Overview)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $70,000 (converted to options) | Excludes Executive Chairman; conversion to options |
| Committee retainer | $7,500–$20,000 (converted to options) | By committee; conversion to options |
| Annual retention grant | Options valued at $150,000 | Vests monthly over one year |
| New director grant (2021–2024) | 115,000 options | 25% vest at 1‑year; remainder monthly over 3 years |
Director Compensation (2024)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Frank Litvack, M.D. | — | 862,400 | 120,000 | 982,400 |
Potential Conflicts & Related‑Party Transactions
- Consulting Agreement: Capricor, Inc. entered into a consulting agreement with Dr. Litvack on March 24, 2014 for $10,000 per month ($120,000 per year); remains in effect; services include strategic, finance, and business development .
- Related‑party screening governance: The Board reviews and approves/ratifies related‑party transactions to prevent conflicts, guided by the Code of Business Conduct and Ethics .
Equity Compensation Plans (Context)
- Plans: 2012 Restated (expired Nov 2022), 2020 Plan, 2021 Plan; aggregate outstanding awards as of 12/31/2024 total 10,731,183 options/warrants/rights; 59,850 shares available for future issuance; 2021 Plan includes annual evergreen increase (5% of prior year’s outstanding shares) .
Notes on Hedging/Pledging and Ownership Guidelines
- Hedging prohibited for officers, directors, and employees; pledging prohibited unless pre‑cleared by compliance .
- Director stock ownership guidelines: Not explicitly disclosed in the DEF 14A; hedging/pledging policy provides alignment guardrails .
Summary Implications for Investors
- Strong sector expertise and entrepreneurial track record support board effectiveness; independence determinations and non‑committee status mitigate direct oversight conflicts, but consulting ties require continued scrutiny and clear governance controls .
- Option‑heavy director compensation aligns with shareholder outcomes; Executive Chairman’s significant option grants and modest cash consulting provide equity alignment but can introduce optics risk regarding independence and pay magnitude; shareholder support in 2025 was solid, indicating current acceptance .