Eugene Durenard
Co-DiagnosticsAbout Eugene Durenard
Independent director since June 2019; age 55 (as of April 2025), PhD in Mathematics from Harvard University. Founder/CEO of Hyperbolic Holdings (healthcare-focused advisory), with prior quantitative investment and trading roles; designated the Board’s audit committee financial expert. Board tenure includes service as Audit Committee Chair and membership on Compensation, Governance, and Nominating Committees; the Board has determined he is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salomon Brothers; Credit Suisse (London) | Proprietary research and trading | Not disclosed | Early career quantitative markets experience |
| Orion Investment Management (Bermuda) | Co-founder; specialized in quantitative ALM | Not disclosed | Sold to Capital G Bank; later co-headed asset management |
| Capital G Bank | Co-head, asset management | Not disclosed | Leadership in asset management post-acquisition |
| Publications | Author, “Professional Automated Trading — Theory and Practice” (Wiley, 2013) | 2013 | Technical credentials relevant to audit/compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hyperbolic Holdings (Switzerland) | Founder & CEO | Not disclosed | Healthcare-focused holding/strategy advisory; family offices, direct investments, philanthropy; advisory boards of private biotech/MedTech companies |
| Advisory Boards (private companies) | Advisor | Not disclosed | Private biotech/MedTech advisory roles (non-public) |
Board Governance
- Independence: Board classifies Durenard, Nelson, Murphy, Serbin as independent directors per Nasdaq Rule 5605(a)(2) .
- Committee roles: Audit (Chair), Compensation (member), Governance (member), Nominating (member); Audit met 4x in 2024, Compensation 2x; Governance and Nominating addressed matters at Board meetings without separate sessions .
- Financial expert: Board determined Durenard meets SEC “audit committee financial expert” requirements .
- Attendance: Board met 7 times in 2024; all directors attended >75% of Board and committee meetings .
- Auditor oversight: Audit Committee delegated pre-approval authority for services >$15,000 to Chair (Durenard), subject to committee ratification; all fees were pre-approved .
- Leadership: CEO also serves as Chair; Board reviews leadership structure periodically (no designated Lead Independent Director) .
- Shareholder votes (May 28, 2025): Director slate elected; Say-on-Pay passed; 2025 Equity Incentive Plan approved; Auditor ratified (vote counts in table below) .
| 2025 Annual Meeting Item | For | Against | Abstain | Broker Non-votes |
|---|---|---|---|---|
| Elect Eugene Durenard | 11,013,209 | 2,486,458 | 0 | 4,172,055 |
| Say-on-Pay (NEOs) | 11,042,215 | 2,296,490 | 160,962 | 4,172,055 |
| 2025 Equity Incentive Plan | 10,676,931 | 2,761,398 | 61,338 | 4,172,055 |
| Auditor ratification | 16,724,962 | 803,028 | 143,732 | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer | $100,000 | $100,000 |
| Committee chair fees | $0 (none) | $0 (none) |
| Meeting fees | $0 (none) | $0 (none) |
| Total cash | $100,000 | $100,000 |
Notes: Company discloses no additional fees for serving as chair or for meeting attendance; employee directors receive no extra pay for board service .
Performance Compensation
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| RSU grant-date fair value (per director) | $198,000 | $122,100 |
| RSU sizes and schedules (program-level) | 40,000 RSUs (vest 1/6 each Nov 2022, 2023, 2024; May 2023, 2024, 2025) and 70,000 RSUs (vest 1/6 each Nov 2023, 2024, 2025; May 2024, 2025, 2026) | 110,000 RSUs (vest 1/6 each Nov 2024, 2025, 2026; May 2025, 2026, 2027) |
| Vesting treatment (footnote) | RSUs vested immediately upon grant (company footnote) | RSUs vested immediately upon grant (company footnote) |
Notes:
- The proxy footnotes state immediate vesting for director RSUs in 2023 and 2024, while program descriptions list semiannual 1/6 vesting schedules; investors should note this inconsistency and seek clarification from IR .
- Equity plan governance guardrails: no repricing/reloads without shareholder approval; no discounted options/SARs; no dividends/equivalents on unvested awards; performance objectives allowed; double-trigger change-in-control vesting if awards assumed; immediate vesting if not assumed .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed (public-company boards) | — | No public company directorships disclosed for Durenard |
| Private advisory boards | Advisor | Private, non-public (limited conflict visibility) |
Expertise & Qualifications
- PhD in Mathematics (Harvard), multi-asset quantitative investment expertise; healthcare advisory experience with global life-science innovation networks; published technical work (Wiley, 2013) .
- Audit committee financial expert designation; strengthens financial reporting oversight .
- Independence affirmed under Nasdaq standards .
Equity Ownership
| Metric | Jun 30, 2024 | Apr 3, 2025 | Oct 31, 2025 |
|---|---|---|---|
| Shares beneficially owned | 115,000 | 211,667 | 269,166 |
| Ownership % of class | <1% (footnote*) | <1% (footnote*) | <1% (footnote*) |
| RSUs outstanding (as of fiscal year-end) | 120,000 (as of 12/31/2023) | 151,667 (as of 12/31/2024) | Not disclosed |
| Options (exercisable/unexercisable) | Not disclosed for Durenard | Not disclosed for Durenard | Not disclosed |
*Company tables explicitly mark director stakes under 1% of outstanding shares .
Policy notes:
- Insider trading policy in place; no pledging/hedging disclosures specific to Durenard noted in proxies .
- Related-party transactions: disclosures highlight CEO family employment and legacy acquisition earn-out, not involving Durenard; Corporate Governance Committee administers related-party policy .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert status; clear equity plan guardrails (no repricing, double-trigger CIC acceleration, dividend restrictions); robust committee coverage; delegated auditor fee pre-approval with committee ratification .
- Alignment: Director pay mix combines fixed cash ($100k) and equity RSUs; Durenard’s beneficial ownership increased from 115k (Jun 2024) to 269k (Oct 2025), improving skin-in-the-game though still below 1% .
- Shareholder support: Say-on-Pay and equity plan approvals passed at the 2025 annual meeting, indicating broad investor acceptance of compensation frameworks .
- RED FLAGS:
- Combined CEO/Chair role persists without a Lead Independent Director, elevating oversight risk; board notes periodic review but no change disclosed .
- Family relationships in management (CEO’s sons employed), managed under related-party review, can raise perceived governance risk; not linked to Durenard but relevant to overall board oversight .
- RSU vesting disclosure inconsistency (immediate vesting footnotes vs staged schedules) warrants clarification to assess at-risk pay and retention alignment for directors .