Jeff Ervin
About Jeff S. Ervin
Independent Class II director of Cingulate since February 12, 2024; age 47 as of April 25, 2025. Background includes CEO roles and finance leadership in healthcare; MBA from Vanderbilt University (Owen) and B.S. in Finance from Miami University. Core credentials cited by Cingulate: healthcare, finance, capital raising, and corporate management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMAC Holdings (NASDAQ: BACK) | Co-founder; Chairman & CEO | Mar 2015 – May 2024 | Public-company CEO experience; capital raising and operations . |
| DDC Enterprises (NYSE: DDC) | Co-Chief Financial Officer | Jun 2024 – Jan 2025 | Finance leadership at public company . |
| Medicare.com / Medx Publishing | Senior financial officer | Oct 2011 – Jan 2015 | Built administrative functions during rapid growth . |
| Baptist Hospital System of Nashville | Senior Financial Analyst; VP Finance | Jun 2005 – Oct 2011 | Managed direct investments for pension obligations . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sanaregen Vision Therapeutics, Inc. | Chief Executive Officer | Feb 2025 | Biotech company focused on unmet needs in vision loss . |
No related-party transactions disclosed for Ervin at appointment (Item 404(a)) and no arrangements/understandings for his board appointment. Company entered into standard director indemnification agreements .
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Board determined Ervin is independent under Nasdaq rules; Audit/Comp/Nominating committees comprised entirely of independent directors .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board/committee meetings during their service period .
- Years of service: Director since 2024; appointed February 12, 2024 .
- Executive sessions: Independent directors meet regularly, minimum two times per year .
- Lead Independent Director: None currently; Board may consider appointing in future .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $49,164 | Actual 2024 cash fees for Ervin . |
| Director retainer (program) | $35,000 | Standard annual cash retainer for non-employee directors . |
| Committee chair retainers (program) | Audit $15,000; Comp $10,000; Nominating $8,000 | Program structure; Ervin chairs Nominating . |
| Committee member retainers (program) | Audit $7,500; Comp $5,000; Nominating $4,000 | Program structure . |
| Meeting fees | Not standard; may be used if meetings exceed typical count | Program note . |
Performance Compensation
| Equity Element | 2024 Grant/Value | Vesting/Terms | Holdings/Other |
|---|---|---|---|
| Stock options (director) | $23,710 FV | Annual director awards: 10,000 options vest in a single installment on the first anniversary; new directors receive 15,000 options . | Ervin held 2,825 stock options outstanding at 12/31/2024 . |
Clawbacks and restrictions: Company adopted a Compensation Recovery (clawback) Policy in 2023; equity plan permits reduction/forfeiture/recoupment upon specified events. Anti-hedging policy prohibits hedging for directors; insider trading policy imposes trading windows, pre-clearance, and restricts pledging absent pre-approval .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ervin (apart from Cingulate). No compensation committee interlocks disclosed; Board deemed Ervin independent and disclosed no Item 404(a) related-person transactions at appointment .
Expertise & Qualifications
- Expertise: Healthcare, finance, capital raising, corporate management (Board skills matrix) .
- Education: MBA, Vanderbilt University; B.S. Finance, Miami University .
- Governance credentials: Chair, Nominating & Corporate Governance Committee; member, Audit and Compensation Committees .
Equity Ownership
| Metric | Apr 14, 2025 | Aug 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,825 | 2,825 |
| Of which: options exercisable within 60 days | 2,825 | 2,825 |
| Additional options not exercisable within 60 days | — | 15,000 |
| Percent of class | <1% | <1% |
| Source |
No pledging disclosures noted in beneficial ownership tables. Company policy prohibits hedging and restricts pledging without CFO pre-approval .
Governance Assessment
-
Strengths
- Independent director with finance/healthcare/operator background; serves on all three key committees and chairs Nominating & Corporate Governance—enhancing board oversight bandwidth .
- Board/committee independence structure is robust; directors met frequently in 2024 and held regular executive sessions; attendance hurdle met by all directors in 2024 .
- Director pay mix includes equity via options, aligning incentives with shareholders; cash program is modest relative to micro-cap peers .
-
Watch items / potential red flags
- No Lead Independent Director; governance best practices often favor this role when the CEO is also Chair (currently the case) .
- Company capital structure pressures: reliance on reverse splits and equity facilities (e.g., Lincoln Park $25M facility) can raise dilution/oversight questions—board approved shareholder authorizations; stockholders approved Nasdaq 20% rule issuance on Sept 25, 2025 .
- Time commitments: Ervin holds an external CEO role (Sanaregen) and previously served as co-CFO of DDC; boards should monitor director bandwidth and committee workload .
Related-party/Conflicts: None disclosed for Ervin at appointment (Item 404(a)); indemnification agreements in place, consistent with market practice .