Richard Upton
About Richard Upton
Richard “Rich” Upton (age 60) is a long-tenured independent director of Carmell Corporation, serving on the Board since April 2011; he was nominated in 2024 to continue as a Class I director with a term through the 2027 annual meeting if re‑elected . He is General Partner at Harbor Light Capital Partners and previously founded and led Upton Advisors, LLC, a healthcare-focused boutique investment bank; earlier he was a senior healthcare investment banker at Salomon Brothers, advising companies since 1992 . Upton holds an MBA from The Darden School (University of Virginia) and dual BA in Economics and English from Amherst College, and is considered qualified for the Carmell Board based on his investor experience and financial familiarity across companies . The Board has determined Upton is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upton Advisors, LLC | Founder & President | Founded after 1992; active during middle-market healthcare advisory career | Built boutique advisory serving emerging and middle-market healthcare companies |
| Salomon Brothers | Senior Healthcare Investment Banker | Advisory work since 1992 | Led capital markets and M&A advisory for healthcare issuers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harbor Light Capital Partners | General Partner | Current | Affiliated with Harbor Light investment vehicles that hold Carmell shares |
| Anuncia Medical | Chairman | Current | Board leadership |
| Alcyone Therapeutics | Director | Current | Board service |
| Medicinal Genomics Corp | Director | Current | Board service |
| Endowment for Health | Investment Committee Member | Current | Investment oversight |
| New Hampshire Charitable Foundation | Investment Committee Member | Prior 10 years | Investment oversight |
| The Pine Hill Waldorf School | Former Chairman | Prior | Non-profit board leadership |
| Home Diagnostics, Inc. (NASDAQ: HDIX) | Former Director | Prior | Company was acquired by Nipro Corporation |
| Castlewood Surgical; Courtagen Life Sciences | Former Director | Prior | Board service |
Board Governance
- Committee assignments: Upton chairs the Nominating and Corporate Governance Committee; members include Upton, Scott Frisch, and Gilles Spenlehauer .
- Independence: Board determined Upton is an “independent director” under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: In FY 2023, the Board met six times and every director attended at least 75% of Board and applicable committee meetings held during their service period .
- Class and term: Class I; nominated in 2024 for a term through the 2027 annual meeting if re‑elected .
| Governance Attribute | Detail |
|---|---|
| Committee Memberships | Nominating & Corporate Governance (Chair) |
| Independence | Independent (Nasdaq 5605(a)(2)) |
| Attendance (FY 2023) | ≥75% of Board and committee meetings |
| Years on Carmell Board | Since April 2011 |
| Current Class/Term | Class I; nominated to serve until 2027 if re‑elected |
Fixed Compensation
- Non‑employee director policy: Annual cash retainer of $50,000 (paid quarterly); directors may elect to receive retainer in fully‑vested common shares; following the Business Combination, non‑employee directors receive one‑time option grants intended to cover four years of board service under the 2023 Plan .
- Actual FY 2023 compensation: Upton received $25,000 in fees and no option award in 2023 (others received option grants that year; Upton did not) .
| Component | FY 2023 Amount | Notes |
|---|---|---|
| Annual retainer (policy) | $50,000 | Paid quarterly; may be taken in stock |
| Fees Earned (Upton) | $25,000 | Cash fees for 2023 |
| Option Awards (Upton) | $0 | No 2023 director option grant for Upton |
| Meeting Fees | Not disclosed | Policy describes retainer and equity; no per‑meeting fees disclosed |
Performance Compensation
- Director pay structure: Carmell’s non‑employee director program is retainer‑based with one‑time option grants post‑Business Combination; no performance‑linked metrics are disclosed for director compensation .
- Clawback policy: Company adopted a Dodd‑Frank compliant clawback policy (July 14, 2023) for incentive compensation (primarily applicable to executives), mandating recovery upon required restatements; directors are subject to insider trading, anti‑hedging, and anti‑pledging policies .
| Performance-linked Element | Status/Metric | Detail |
|---|---|---|
| Director performance metrics | None disclosed | Program is retainer + one‑time options; no TSR/EBITDA/ESG metrics for directors |
| One‑time option grant policy | Yes (non‑employee directors) | Upton did not receive a 2023 grant |
| Clawback applicability | Company policy adopted 7/14/2023 | Applies to incentive comp upon restatement; directors covered by trading policies |
Other Directorships & Interlocks
- Significant shareholding affiliations: Upton is General Partner at Harbor Light Capital Partners; affiliates (Carmell Series of Harbor Light Direct Investment, LLC and Harbor Light Direct Investment, LP) collectively hold 1,339,019 Carmell shares; Upton disclaims beneficial ownership except to the extent of his pecuniary interest .
- Potential interlock considerations: As chair of Nominating & Corporate Governance and a principal of an affiliated significant holder, board nominations and governance decisions should continue to be scrutinized for conflicts under Carmell’s related party transaction policy (Audit Committee approval needed) .
| Entity | Role/Connection | Carmell Relationship |
|---|---|---|
| Harbor Light Capital Partners | General Partner (Upton) | Affiliates hold Carmell shares; Upton disclaims beneficial ownership beyond pecuniary interest |
| Carmell Series of Harbor Light Direct Investment, LLC | Affiliate holder | 1,230,484 shares |
| Harbor Light Direct Investment, LP | Affiliate holder | 108,535 shares |
Expertise & Qualifications
- Finance and healthcare capital markets expertise from Salomon Brothers and Upton Advisors; 30+ years advising healthcare companies .
- Investor and board leadership experience across medtech/biotech companies (chairman/director roles) .
- Academic credentials: MBA (UVA Darden), BA (Amherst; Economics & English) .
- Board leadership: Chair of Nominating & Corporate Governance; contributes to director selection, governance guidelines, and board evaluation processes .
Equity Ownership
- Total beneficial ownership: 1,397,874 shares (7% of outstanding) including options exercisable within 60 days; percentage calculated based on 20,567,757 shares outstanding as of May 31, 2024 .
- Breakdown: 1,230,484 shares via Carmell Series of Harbor Light Direct Investment, LLC; 108,535 via Harbor Light Direct Investment, LP; 52,854 shares underlying options exercisable within 60 days; Upton disclaims beneficial ownership of affiliate-held shares except to the extent of his pecuniary interest .
- Trading policies: Anti‑hedging and anti‑pledging policies apply to directors .
| Ownership Detail | Amount | % of Class |
|---|---|---|
| Total beneficial shares (Upton) | 1,397,874 | 7% |
| Options exercisable ≤60 days | 52,854 | n/a |
| Carmell Series of Harbor Light Direct Investment, LLC | 1,230,484 | n/a |
| Harbor Light Direct Investment, LP | 108,535 | n/a |
Governance Assessment
- Strengths: Long-tenured independent director with deep healthcare finance experience; chairs Nominating & Corporate Governance, indicating active engagement in board composition and governance oversight; attended ≥75% of meetings in FY 2023; subject to formal Code of Ethics and robust clawback, anti‑hedging, and anti‑pledging policies—supportive of investor alignment .
- Alignment: Significant beneficial ownership (7%) signals skin‑in‑the‑game, potentially aligning interests with shareholders .
- Conflicts monitoring: Upton’s Harbor Light affiliations are associated with substantial shareholdings; while the Board has affirmatively determined independence, ongoing monitoring is prudent given his chair role on Nominating & Corporate Governance; Carmell’s related party transaction policy requires Audit Committee review/approval for any qualifying transactions, providing structural safeguards .
- Disclosure notes: As an emerging growth and smaller reporting company, Carmell utilizes reduced executive compensation disclosures and is exempt from say‑on‑pay; no director performance‑linked metrics or meeting fees are disclosed, and Upton did not receive a 2023 director option grant despite program availability—investors may wish to understand rationale and current equity grant cadence for directors post‑Business Combination .
RED FLAGS and Watchpoints
- Affiliation-linked ownership: Harbor Light vehicles hold large positions; ensure continued strict adherence to independence assessments and related-party review protocols when governance decisions could affect major holders .
- Equity grant consistency: Non‑employee director policy includes one‑time options; Upton did not receive 2023 director options—clarity on timing/criteria for such grants helps evaluate board pay alignment and consistency across directors .
- Section 16 filings: Company disclosed multiple late filings for certain insiders in 2023; while Upton is not listed among late filers, continued vigilance on timely reporting is warranted for overall governance hygiene .