Marwan Sabbagh
About Marwan Sabbagh
Marwan Sabbagh, M.D. (age 59), is an independent director of CervoMed and has served on the Board since August 2023. He is a professor in the Department of Neurology and Vice Chairman for Research at the Barrow Neurological Institute (since October 2021), board certified in neurology, and a fellow of the American Academy of Neurology. Prior roles include director/neurologist positions at the Cleveland Clinic Lou Ruvo Center (2018–2021) and Banner Sun Health Research Institute (2000–2015); education includes an M.D. from University of Arizona, undergraduate degree from UC Berkeley, neurology residency at Baylor College of Medicine, and fellowship in geriatric neurology/dementia at UC San Diego School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EIP’s board of directors | Director | Nov 2021 – Aug 2023 | Predecessor entity service prior to merger; continuity of neurological development expertise |
| Cleveland Clinic Lou Ruvo Center for Brain Health | Neurologist & Director | May 2018 – Oct 2021 | Led brain health initiatives; clinical neurology leadership |
| Banner Sun Health Research Institute | Director & Neurologist | 2000 – 2015 | Long-standing neurodegenerative research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barrow Neurological Institute | Professor; Vice Chairman for Research | Since Oct 2021 | Academic leadership in neurology research |
| Quince Therapeutics, Inc. (NASDAQ: QNCX) | Director | Mar 2022 – Sep 2022 | Prior public company directorship; ended 2022 |
Board Governance
- Independence: The Board determined Sabbagh is an “independent director” under Nasdaq and SEC rules .
- Board meetings: The Board held 10 meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings during their service period .
- Executive sessions: Independent directors meet in executive session at regular Board meetings .
- Committee assignments:
- Nominating & Corporate Governance Committee: Member; Chair is Jane H. Hollingsworth; met 3 times in 2024 (including two joint meetings with the Board) .
- Audit Committee: Members are Hollingsworth, Poulton (Chair), Zavrl; Sabbagh is not a member; Audit met 4 times in 2024 .
- Compensation Committee: Members are Hollingsworth, Poulton, Zavrl (Chair); Sabbagh is not a member; Compensation met 5 times in 2024 .
Fixed Compensation
| Component | Amount | Period/Context |
|---|---|---|
| Board member annual cash retainer | $40,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee member fee | $4,000 | Member (non-chair) annual retainer |
| Total cash fees earned (Sabbagh) | $44,000 | Fiscal 2024, as reported |
Fee schedule context: Chair of the Board $25,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000; Audit member $7,500; Compensation member $5,000; Nominating member $4,000 .
Performance Compensation
| Metric | Sabbagh (2024) | Vesting/Terms | Notes |
|---|---|---|---|
| Option awards (grant-date fair value) | $72,416 | Annual director grants vest in 12 equal monthly installments following grant date | Reported fair value under ASC 718; June 2024 grant |
| Shares underlying 2024 director option grant | 5,750 | 12-month time-based vesting | As of Dec 31, 2024, 3,354 vested; applicable to all non-employee directors other than Boger |
| Vested as of 12/31/2024 | 3,354 | Remaining unvested continues monthly | Time-based vesting aligns incentives with service |
| Option term | 10 years | Exercise price = fair market value on grant date | Standard for director options |
| Initial appointment award policy | 0.176% of shares outstanding | Vests over 36 equal monthly installments | Policy context; initial awards at appointment |
| Annual director award policy | 0.088% of shares outstanding | Vests over 12 equal monthly installments | Standard annual awards |
| Clawback provision | Yes | Awards subject to company clawback policy | Plan includes clawback enforcement |
| Tax gross-ups | None | — | 2025 Plan does not provide tax gross-ups |
| Option repricing | Prohibited without stockholder approval | — | Governance safeguard against repricing |
| Director compensation cap | $750,000 (fair value + cash; $1,000,000 initial year) | Annual cap | Non-employee director limit |
Notably, director equity is time-based (stock options); there are no performance metrics (e.g., TSR or EBITDA targets) tied to director awards in 2024 .
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Quince Therapeutics (QNCX) | Past (ended Sep 2022) | Director | No current interlock disclosed with CRVO |
No related-person transactions involving Sabbagh are disclosed; Audit Committee reviews and approves any related party transactions per policy .
Expertise & Qualifications
- Neurological diseases expert with extensive clinical development experience; the Board cites this as a qualification for directorship .
- Academic leadership (Vice Chairman for Research) and prior institutional roles at Cleveland Clinic and Banner Sun Health .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership % | Composition |
|---|---|---|---|
| Marwan Sabbagh, M.D. | 13,732 | 0.2% | All shares are issuable upon exercise of options exercisable within 60 days of the Record Date (no direct share holdings disclosed) |
Policy notes:
- Insider Trading Policy prohibits hedging and speculative transactions (e.g., collars, swaps, exchange funds) for directors .
- Corporate Governance Guidelines address stock ownership by directors, but specific director ownership multiples are not disclosed in the proxy .
Governance Assessment
- Independence and engagement: Sabbagh is classified independent and serves on the Nominating & Corporate Governance Committee, which met three times in 2024; Board attendance for all directors was at least 75% and independent director executive sessions are routine—positive for oversight and independence .
- Compensation alignment: Director pay is modest cash plus time-based options; annual grant policies scale to outstanding shares, with strong governance features (clawback, no gross-ups, repricing prohibited, and director award caps)—signals shareholder-sensitive pay design .
- Ownership “skin in the game”: Beneficial ownership consists solely of options exercisable within 60 days (13,732; 0.2%), with limited disclosed direct share ownership—aligns incentives but indicates lower immediate exposure versus substantial common stock holdings (neutral-to-modest alignment) .
- Conflicts/related parties: No Sabbagh-specific related-party transactions or family relationships disclosed; Audit Committee oversees related-party reviews (low conflict risk) .
- Committee coverage: Sabbagh is not on Audit or Compensation; governance contribution centers on nominations/corporate governance; financial oversight covered by other experienced members (e.g., Poulton as audit financial expert) .
RED FLAGS: None disclosed for Sabbagh (no hedging/pledging permitted; no related-party transactions; no tax gross-ups; no option repricing). Watch for future equity ownership accumulation to strengthen alignment (currently options-heavy) .