Joshua Boger

About Joshua S. Boger, Ph.D.

Joshua Boger, age 74, is an independent director and Chair of the Board at CervoMed (CRVO) since February 2024, with a distinguished background as founder and former CEO of Vertex Pharmaceuticals and senior scientific leadership at Merck. He holds a B.A. in chemistry and philosophy (Wesleyan) and M.S./Ph.D. in chemistry (Harvard), has authored 50+ publications and holds 32 U.S. patents; his governance tenure at CRVO began in 2024 and he became Chair upon appointment .

Past Roles

External Roles

Board Governance

• Role: Chair of the Board; CRVO separates Chair and CEO roles, emphasizing independent Board leadership and strategic oversight while the CEO focuses on operations .
• Independence: Determined independent under SEC/Nasdaq rules; CRVO Board had five independent directors including Dr. Boger as of 2025 .
• Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance; these are chaired by other independent directors (Audit—Poulton; Compensation—Zavrl; Nominating—Hollingsworth) .
• Attendance: Board held 10 meetings in 2024; all directors met ≥75% attendance. Independent directors hold executive sessions at regular meetings .
• Policies: Insider Trading Policy prohibits hedging and speculative transactions; Corporate Governance Guidelines cover conflicts, stock ownership standards, director independence, and related party transactions oversight .

Fixed Compensation (Director)

• Cash retainers were paid in cash during 2024; no meeting fees beyond retainers disclosed .

Performance Compensation (Director Equity)

• Equity Instruments: Stock options only for non-employee directors; no RSUs/PSUs disclosed for directors in 2024 .
• Grant Mechanics: Initial option on appointment equals 0.176% of shares outstanding; annual option equals 0.088% of shares outstanding; options have 10-year term at fair market value strike .
• Vesting: Initial director grant vests in 36 equal monthly installments; annual grant vests in 12 equal monthly installments .
• Dr. Boger’s 2024 Grants: Two option awards (February 2024 upon appointment and June 2024 annual); aggregate options awarded 15,750, of which 6,409 were vested by Dec 31, 2024 .

Other Directorships & Interlocks

• Current external directorships: Alkeus (private), mOm Incubators (private). No current public-company directorships disclosed; prior long-standing Vertex governance role provides network in biopharma .
• No disclosed interlocks with CRVO’s competitors/suppliers/customers beyond historical investment relationships captured under related party disclosures .

Expertise & Qualifications

• Scientific/Operational: Founder/CEO of Vertex; senior discovery leadership at Merck; extensive pharma R&D and company-building experience .
• Academic credentials: B.A. (Wesleyan), M.S./Ph.D. (Harvard), postdoctoral research with Nobel laureate Jean‑Marie Lehn; 50+ publications, 32 U.S. patents .

Equity Ownership (Alignment)

• Pre-Funded Warrant Exercise: On Feb 26, 2024, the JSB Trust’s pre-funded warrant was amended to remove the 9.99% blocker and fully exercised via cashless settlement for 495,959 shares, increasing beneficial ownership; disclosed as related party transaction .
• Hedging/Pledging: Hedging prohibited by Insider Trading Policy; no pledging disclosures specific to Dr. Boger were provided .

Insider Transactions

Potential Conflicts or Related-Party Exposure

• Material shareholding and Board Chair role: Dr. Boger beneficially owns ~12.3% of CRVO while serving as Chair, concentrating influence; Board still met independence requirements and he is classified independent under Nasdaq/SEC rules .
• Related-party transactions: Multiple prior financings (EIP notes, pre-merger share purchase; pre-funded warrant amendment/exercise) were disclosed and subject to Audit Committee oversight; lock-up agreements were in place around the merger/private placement and later expired (June 20, 2024) .
• Audit Committee oversight: CRVO’s Audit Committee reviews and approves related person transactions per Nasdaq rules .

Governance Assessment

• Strengths: Independent Chair separate from CEO; active committee structure chaired by independent directors; anti-hedging policy; regular executive sessions; all directors ≥75% attendance in 2024; clear director compensation framework and vesting promoting alignment .
• Alignment signals: Significant personal and trust-based equity ownership; ongoing vesting of director options; options priced at fair market value; director award limits and clawback provisions in 2025 Plan enhance governance .
• Red Flags: Concentration of ownership plus Chair role; prior related-party financings and warrant amendment/exercise—mitigated by formal disclosure and committee oversight .

Compensation Structure Analysis (Director)

• Mix shift: Non-employee director compensation is cash retainer plus stock options; 2024 shows meaningful equity component for Boger ($169,776 grant-date FV) vs $58,429 cash—equity-heavy mix fosters long-term alignment .
• Governance features: 2025 Equity Incentive Plan prohibits repricing, sets director award caps (≤$750k/year; $1M initial year), and includes clawbacks—shareholder-friendly features .

Attendance & Engagement

• 2024 Board meetings: 10; ≥75% attendance for all directors; independent directors meet in executive session at regular meetings .

Committee Assignments, Chair Roles, Expertise

• Chair of the Board (not serving on standing committees); brings CEO-scale operating and scientific expertise to Board oversight .

Director Compensation Policy Details

Overall investor confidence impact: Separation of Chair/CEO and independent classification support governance quality, while substantial ownership plus prior related-party financings warrant continued monitoring of transaction approvals and independence safeguards .