Patrick Sturgeon
About Patrick Sturgeon
Independent Class III director (term expiring at the 2026 annual meeting), age 47, and former Carmell CFO (served as CFO from inception until June 2023). He is Managing Partner at Brookline Capital Markets (a division of Arcadia Securities) since March 2016, with ~20 years in M&A and equity capital markets; education: B.S. Economics, University of Massachusetts Amherst; MBA (Finance), NYU. The Board has determined he is independent under Nasdaq rules, and he is financially literate (audit committee member). In 2023, each director attended at least 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carmell Corporation | Chief Financial Officer | From inception until June 2023 | Transitioned to independent director, bringing finance and capital markets expertise |
| Brookline Capital Markets (Arcadia Securities) | Managing Partner / Managing Director | March 2016 – present | Focus on M&A, public financings, SPAC IPOs/mergers |
| Brookline Capital Acquisition Corp. (SPAC) | Chief Financial Officer | IPO Jan 2021 – business combination closed Aug 2022 | Closed business combination with Apexigen |
| Axiom Capital Management | Managing Director | Jul 2013 – Feb 2016 | Investment banking leadership |
| Freeman & Co. | Investment banking (M&A) | Oct 2002 – Nov 2011 | Financial services M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brookline Capital Markets (Arcadia Securities) | Managing Partner | Mar 2016 – present | ECM/M&A focus (healthcare) |
Board Governance
- Board structure: Sturgeon is a Class III continuing director (age 47). The Board held six meetings in 2023; all directors attended at least 75% of Board and committee meetings. The Board determined he is independent under Nasdaq rules.
- Committee assignments (2023):
- Audit Committee member; committee met 2 times; all members independent for audit purposes; members are financially literate (Anderson is the SEC-designated financial expert).
- Compensation Committee member; committee met 3 times; all members independent.
| Body | Role | 2023 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Independent Director (Class III) | 6 | ≥75% attendance by all directors |
| Audit Committee | Member | 2 | Financially literate; related-party review in remit |
| Compensation Committee | Member | 3 | Oversees director & executive pay; clawback policy admin |
Fixed Compensation
- Non-employee director policy (post-Business Combination): $50,000 annual cash retainer (paid quarterly). Directors may elect to receive any portion in fully vested common stock; reasonable travel/meeting expenses reimbursed.
| Director Compensation (FY 2023) | Amount (USD) |
|---|---|
| Cash Fees (retainer/meetings) | $25,000 |
| Total Fixed Compensation | $25,000 |
Performance Compensation
- Program design: Following the Business Combination, non-employee directors receive one-time stock option grants intended to provide equity compensation for approximately four years of board service; awards are under the 2023 Long-Term Incentive Plan (the “2023 Plan”).
- Change-in-control treatment: Under the 2023 Plan (and legacy 2009 plan), the Board/Compensation Committee may accelerate vesting, substitute, cancel, or cash out outstanding awards in connection with a change in control.
| Equity Compensation (FY 2023) | Amount/Notes |
|---|---|
| Option Awards (grant-date fair value) | $155,394 |
| Equity Plan | 2023 Long-Term Incentive Plan |
| CIC Treatment | Potential acceleration/substitution/cash-out at Board/Comp Committee discretion |
Other Directorships & Interlocks
- No other current public company board service disclosed for Sturgeon in the proxy biography; career focus is investment banking and SPAC CFO roles.
Expertise & Qualifications
- Capital markets/M&A execution (public financings, SPAC IPOs/mergers); prior public-company CFO experience (SPAC).
- Financial literacy (audit committee member).
- Education: B.S. Economics (UMass Amherst); MBA Finance (NYU).
Equity Ownership
- As of Jan 29, 2025, beneficial ownership: 143,042 shares (<1% of class), including 27,228 stock options exercisable within 60 days and 725 shares underlying warrants exercisable within 60 days. Based on 30,119,843 common shares outstanding. Officers and directors agreed to a 90-day lock-up following the Jan 2, 2025 private placement closing.
| Ownership (as of Jan 29, 2025) | Shares | % of Class |
|---|---|---|
| Beneficially Owned (total) | 143,042 | <1% |
| of which: Options exercisable ≤60 days | 27,228 | — |
| of which: Warrants exercisable ≤60 days | 725 | — |
| Shares Outstanding (denominator) | 30,119,843 | — |
Governance Assessment
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Independence and committee effectiveness: Sturgeon is independent and serves on both Audit and Compensation Committees—key oversight bodies. Audit’s charter explicitly includes ongoing review/approval of related-party transactions, auditor oversight, and compliance; Compensation oversees director pay and clawback policy, which supports accountability. Attendance across the Board/committees met expectations in 2023.
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Director pay and alignment: 2023 mix was primarily equity options ($155,394 options vs. $25,000 cash), consistent with the policy’s “one-time” multi-year option grant intended to align directors with shareholders over four years. Change-in-control provisions allow award acceleration at Board/Compensation Committee discretion (typical for small-cap plans but can reduce retention “stickiness” if accelerated broadly).
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Potential conflicts / related-party exposure (RED FLAG): Brookline Capital Markets acted as placement agent in multiple capital raises, receiving cash fees and warrants; disclosures identify the placement agent as a related party because a Board member is a managing partner—Sturgeon serves as Managing Partner at Brookline. Examples:
- April 2024 private placement: ~$212k fees + warrant for 89,787 shares to the placement agent; related-party noted.
- Dec 2024 purchase agreement/private placement: Brookline served as sole placement agent; a placement agent warrant for up to 556,195 shares at $0.23 was to be issued.
These transactions heighten perceived conflicts. Mitigants: Audit Committee’s mandate to review related-party transactions and board independence; best-practice governance would include documented recusals and independent committee oversight.
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Shareholder alignment & lock-up: Officers and directors agreed to a 90-day lock-up following the Jan 2, 2025 private placement, modestly reinforcing alignment during a capital-raising period.
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Contextual risk environment: The Board called a March 24, 2025 special meeting to approve warrant-share issuance (Nasdaq 5635(d)) and authorize a reverse stock split (1-for-15 to 1-for-30) to address bid-price and market value of listed securities deficiencies—indicative of capital markets and listing-risk pressures the Board must navigate.
Bottom line: Sturgeon brings deep capital markets and SPAC/CFO experience and is active on audit and compensation oversight. However, Brookline’s repeated role as placement agent while he serves as Managing Partner is a significant related-party risk that warrants robust independent review and transparent recusal documentation to maintain investor confidence.