Fredric J. Feldman, Ph.D.
About Fredric J. Feldman, Ph.D.
Fredric J. Feldman, Ph.D., age 85, is an independent director of Capstone Holding Corp. (CAPS), currently serving as a Class I director with service stated as since March 2025 and with prior service disclosed since 1991; he holds a Ph.D. in analytical chemistry from the University of Maryland and brings over 40 years of operating, scientific, and business experience in medical diagnostics and healthcare technology . He serves on multiple board committees and is the chair of the Compensation Committee, reflecting a governance leadership role focused on executive and director pay .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instrumentation Laboratory | Vice President; then President | 1984–1988 | Led medium-sized international medical diagnostic instrumentation company |
| Microgenics Corporation | President & CEO | 1988–1992 | Medical diagnostics company leadership |
| Oncogenetics, Inc. | CEO | 1992–1995 | Cancer genetics research company leadership |
| Biex, Inc. | CEO | Sept 1995–June 1996 | Women’s healthcare company leadership |
| FJF Associates | President | Feb 1992–present | Consulting to venture capital and emerging companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private companies | Director | Prior (not specified) | Has served on a number of public and private company boards historically |
| Other reporting companies (current) | — | Current | Directors are not directors in any other reporting companies (current state) |
Board Governance
- Board class and term: Class I director; term expiring at the 2025 Annual Meeting; nominated for re-election to serve a one-year term through the 2026 Annual Meeting if elected .
- Committee assignments: Audit Committee member (chair: John M. Holliman III); Compensation Committee chair; Nominating & Corporate Governance (NCG) Committee member (chair: Charles Dana) .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); committee independence standards satisfied (SEC/Nasdaq) .
- Lead Independent Director: Charles “Chuck” Dana .
- Code of Ethics: Board adopted a Code of Business Conduct and Ethics applicable to officers, directors, and employees .
- Attendance: Specific director meeting attendance rates are not disclosed in the proxy. The bylaws outline notice, quorum, and meeting procedures; attendance constitutes waiver of notice, but no quantitative attendance metrics are provided .
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Annual cash retainer ($) | $20,000 | Paid quarterly in arrears; director compensation plan adopted upon completion of public offering on March 7, 2025 |
| Committee membership fees | Not disclosed | Bylaws allow fixed sums for committee/meeting attendance subject to Board/Compensation Committee determination, but no specific amounts disclosed |
| Committee chair fees | Not disclosed | No chair premium disclosed in proxy |
Performance Compensation
- No performance-based director compensation (e.g., RSUs/PSUs/options, performance metrics) is disclosed for directors in the 2025 proxy. The 2025 Stock Incentive Plan is proposed for approval but director-specific equity grants, vesting schedules, or performance metrics tied to director compensation are not presented .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (directors are not directors in other reporting companies) |
| Interlocks/Related parties | Nectarine Management LLC (owned by CAPS directors Michael Toporek, Matthew E. Lipman, Gordon Strout, and John M. Holliman III) holds all Series B Preferred Stock and consent rights over key corporate actions; NCG Committee (disinterested directors) approved a letter agreement for possible consent fees; Feldman is on NCG Committee but is not listed as a Nectarine owner |
Expertise & Qualifications
- Education: Ph.D. in analytical chemistry, University of Maryland .
- Industry experience: Senior operating roles in medical diagnostics and healthcare (Instrumentation Laboratory, Microgenics, Oncogenetics, Biex) and long-standing consulting leadership via FJF Associates .
- Board qualifications: Over 40 years of operating, scientific, and business experience; deemed qualified for board service by the Board .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Options/RSUs | Pledged/Hedging |
|---|---|---|---|---|
| Sep 24, 2025 | 0 (— in table) | 0.00% of 6,306,205 outstanding | None disclosed | No pledging/hedging disclosed; 10b5-1 plans: None |
Compensation Committee Analysis
- Composition: Feldman (Chair), Charles Dana, John M. Holliman III; all determined independent .
- Process: Reviews compensation paid by similar public companies; determines and approves any non-cash compensation for employees; does not engage compensation consultants—potentially limiting independent benchmarking rigor .
- Say-on-pay cadence: Board recommends triennial (every three years) say-on-pay, aligning with longer-term evaluation common in small/mid-cap contexts .
Related Party Transactions (Conflict Risk)
- Series B Preferred Stock consent rights: Nectarine, owned by four CAPS directors, holds all Series B and can block or require consent on major corporate actions (mergers, asset sales, equity issuance, JV, indebtedness, governance changes) until <20% of Series B remains outstanding .
- Nectarine Letter Agreement: Company seeks approval to pay Nectarine a Consent Fee of 0.25%–2% of transaction value/net proceeds for certain actions requiring Nectarine’s consent; Nectarine may waive fees; reimbursement of up to $50,000 legal expenses per transaction; fees may be paid in cash or registered stock; subject to approval by disinterested NCG Committee; Nectarine can request shareholder vote every 90 days until approval .
- Governance mitigation: Because Nectarine owners are on the Board, approval authority was delegated to the NCG Committee of disinterested directors (which includes Feldman); independence standards for NCG Committee are stated as satisfied .
Risk Indicators & RED FLAGS
- Related-party exposure: Proposed Nectarine consent fees tied to transactions (0.25%–2%) and reimbursement arrangements pose alignment and conflict-of-interest risk despite disinterested committee oversight; concentration of consent rights in Series B holder is a structural governance risk .
- Ownership alignment: Feldman reports no beneficial ownership as of the record date, implying limited “skin-in-the-game” alignment at the director level unless future equity grants occur .
- Consultant independence: Compensation Committee does not use external compensation consultants, which may reduce market-aligned rigor in pay decisions .
- Positive signals: Independent status across committees; clear committee structure; adoption of a formal Code of Ethics; recommendation for longer-term say-on-pay assessment .
Governance Assessment
- Strengths: Independent director; Compensation Committee chair provides accountability on pay; committee independence affirmed; NCG Committee oversight of related-party arrangements; clear board classification and re-election cadence .
- Concerns: No disclosed share ownership; potential misalignment risk; significant related-party dynamics via Nectarine’s consent rights and proposed fees; absence of compensation consultants; limited disclosure on director equity grants and attendance .
- Net view: Feldman’s extensive industry and leadership experience and independent status support board effectiveness; however, investor confidence will hinge on how disinterested committees, including those Feldman serves on, manage Nectarine-related approvals and whether director ownership and compensation practices evolve to strengthen alignment .