Richard J. Nigon
About Richard J. Nigon
Richard J. Nigon (age 77) is an independent director of Celcuity Inc. (CELC) and has served on the Board since 2017. He is Audit Committee Chair and an SEC-designated “audit committee financial expert,” with a career background that includes partner at Ernst & Young (1981–2000), CFO roles, and private placements leadership; he is currently Senior Vice President at Cedar Point Capital, LLC (since 2007) . The Board has affirmatively determined he is independent under Nasdaq rules, considering his historical relationship with Cedar Point; the Board concluded this does not impair independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Director, Twin Cities Entrepreneurial Services Group | 1970–2000 (Partner 1981–2000) | Coordinating partner for several public companies; deep audit/controls background |
| Dantis Inc. (web hosting) | Chief Financial Officer | 2000–2001 | Financial leadership in technology company |
| Miller Johnson Steichen Kinnard (acq. by Stifel) | Director of Equity Corporate Finance | 2001–2006 | Private placements/investment banking experience |
| Stifel Nicolaus | Managing Director, Private Placements | 2006–2007 | Capital markets execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Technologies International Corporation (NTIC) | Non-executive Chairman; Director | Director since Feb 2010; Chairman since Nov 2012 | Independent director; member of Audit, Compensation, and Nominating & Gov. Committees; attendance in FY2024 was 73% due to illness; Board determined him independent . Signed latest 10-K as Chairman |
| Cedar Point Capital, LLC (private) | Senior Vice President | Since 2007 | Early-stage capital raising |
| Prior public directorships | Director | Vascular Solutions (2000–2017, acquired by Teleflex); Virtual Radiologic (2007–2010, acquired); Tactile Systems Technology (2012–2022) | Multiple exits and industry governance experience |
Board Governance
- Independence: Board deems Nigon independent under Nasdaq rules; considered his role at Cedar Point (a pre-IPO placement agent) and concluded no impairment; also notes potential consulting fees for another director; none paid in 2024 .
- Committee assignments: Audit Committee Chair (and financial expert); member of Nominating & Corporate Governance Committee. Not on Compensation Committee .
- Attendance: All directors, including Nigon, attended at least 75% of Board/committee meetings in 2024; Board met 5x, Audit 5x, Compensation 4x, Nominating 1x; all seven directors attended the 2024 annual meeting .
- Leadership structure: Combined CEO/Chair; no Lead Independent Director (Board periodically reviews structure) .
- Executive sessions: Audit Committee met in executive session once in 2024; independents meet periodically .
Fixed Compensation (Director)
| Component | Policy/Detail | FY2024 Actual (Nigon) | Notes |
|---|---|---|---|
| Cash retainer | Policy: $30,000/year (approved May 2024; through Apr 2025) | $27,500 | Paid $6,250 per quarter for two quarters and $7,500 per quarter for two quarters |
| Committee/Chair fees | Not disclosed | — | No separate fees disclosed in proxy |
| Meeting fees | Not disclosed | — | — |
| Expense reimbursement | Standard | Reimbursed reasonable out-of-pocket |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Exercise/Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Jun 4, 2024 | Stock option | 8,153 | $14.83 | 100% vests on Apr 30, 2025; 10-year term | $80,000 |
- Aggregate outstanding director options (12/31/2024): Nigon held options to purchase 90,629 shares; he held no restricted stock at year-end .
- Director equity is time-based (no performance/TSR metrics disclosed for directors). Change-in-control: all awards for non-employee directors accelerate and become exercisable in full upon consummation of a corporate transaction; on Feb 13, 2024 the committee approved full acceleration of all then-outstanding awards upon any subsequent Change in Control (potential investor alignment risk) .
Other Directorships & Interlocks
| Company | Role | Interlock/Considerations |
|---|---|---|
| NTIC (NASDAQ: NTIC) | Chairman, Director | Demonstrates governance leadership; FY2024 committee membership across all three committees; attendance 73% due to illness (contextualizes capacity/health-related absence) |
| Historical public boards | Director | Service at Tactile Systems Technology (2012–2022), Vascular Solutions (2000–2017, acquired), Virtual Radiologic (2007–2010, acquired) |
Expertise & Qualifications
- Audit/financial: SEC-defined audit committee financial expert; extensive public accounting, financial controls/reporting, SEC reporting, M&A, and capital markets expertise .
- Strategic: Venture/private placements background; CFO and investment banking roles support oversight of financing strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard J. Nigon | 209,529 | <1% | Includes 108,436 shares exercisable within 60 days via options/warrants (as of Mar 17, 2025); shares outstanding 37,839,392 |
- Pledging/hedging: Company policy prohibits directors from pledging Celcuity securities and engaging in hedging transactions—positive alignment feature .
Insider Trades and Warrants (proxy-reported)
| Date/Status | Security | Quantity | Terms/Notes |
|---|---|---|---|
| Jun 10, 2024 | Investor Warrants (pre-IPO series) | 5,061 | Exercised by Nigon prior to expiration Sep 22, 2024 |
| Outstanding | Agent Warrants (Cedar Point-related) | 17,807 | Held by Nigon; amended Feb 13, 2024 to permit cashless exercise at holder option |
| Family | Investor Warrants | 553 and 6,553 | Exercised by son-in-law and two adult children on Jul 17, 2024 and Sep 18, 2024; 79 warrants expired Sep 22, 2024 |
Board amended certain warrants on Feb 13, 2024 to allow cashless exercise. If Nigon cashlessly exercised all Agent Warrants, the company would forego ~$143,156 in cash; the Board weighed dilution vs. cash considerations (potential related-party optics) .
Governance Assessment
-
Strengths:
- Audit Committee Chair and “financial expert” designation; robust audit oversight documented; independent status affirmed despite historical placement-agent ties .
- Shareholder support: Re-elected with 26,033,518 votes “For” vs. 138,118 “Withheld”; say-on-pay advisory passed (25,374,197 For; 795,476 Against) indicating strong investor confidence broadly .
- Alignment policies: Prohibitions on pledging/hedging; standard indemnification; clawback policy adopted and administered by Compensation Committee that applies to CEO, other executives and directors .
-
Watch items / RED FLAGS:
- Warrant amendment benefiting warrant holders including a sitting director and family (cashless exercise flexibility); while disclosed and considered by the Board, presents related-party optics; the Board still considers him independent (monitor for future transactions) .
- No Lead Independent Director; combined CEO/Chair structure (governance best practice often favors separated roles or a strong lead independent) .
- Director equity acceleration on Change in Control (single-trigger acceleration for non-employee directors) may weaken long-term retention incentives in a sale scenario .
- Capacity/attendance: While Celcuity attendance met thresholds in 2024, NTIC reported 73% attendance in FY2024 due to illness—contextual but worth monitoring across commitments .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting results:
- Nigon re-election: For 26,033,518; Withheld 138,118; Broker non-votes 6,900,184 .
- Say-on-pay: For 25,374,197; Against 795,476; Abstain 1,963; Broker non-votes 6,900,184 .
Director Compensation Summary (FY2024)
| Metric | Amount | Detail |
|---|---|---|
| Cash fees | $27,500 | Quarterly mix: two at $6,250, two at $7,500 |
| Equity grant FV | $80,000 | Option, 8,153 shares @ $14.83, vests Apr 30, 2025 |
| Total | $107,500 | Cash + equity fair value |
| Outstanding director options (12/31/24) | 90,629 | Options to purchase shares outstanding at year-end |
Related-Party Exposure
- Cedar Point Capital historical role as Celcuity placement agent (pre-IPO); Nigon is SVP at Cedar Point. The Board considered this in affirming independence .
- Feb 13, 2024 amendment enabling cashless exercise of certain legacy warrants (including those held by Nigon and by his family via prior transfers from Cedar Point) introduces perceived conflict risk despite transparent disclosure and Board review .
Employment & Contracts
- As a non-employee director, Nigon receives no base salary/bonus from Celcuity and is covered by standard director indemnification agreements . Director compensation and equity awards fall under the company’s director compensation program and 2017 Stock Incentive Plan .
Performance & Track Record
- Not applicable for director-level pay-performance linkage; director equity awards are time-based, not performance-conditioned .
Compensation Committee Analysis
- Nigon is not a member of the Compensation Committee; the committee is fully independent and uses a clawback policy compliant with Nasdaq Rule 5608 for executives and directors .
Equity Ownership & Alignment
- Beneficial ownership: 209,529 shares (<1%); includes 108,436 shares exercisable within 60 days via options/warrants (as of March 17, 2025); shares outstanding: 37,839,392 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Signals for Investors
- Positive: Strong audit leadership and independence determination; robust shareholder support; anti-hedging/pledging policy; clear disclosure of related-person contexts .
- Caution: Governance structure lacks a Lead Independent Director; warrant amendment optics involving a director and family; single-trigger director equity acceleration on change in control .