Seth Herbst
About Seth J. Herbst
Seth J. Herbst, M.D. (age 66) has served on Dyadic’s Board since June 2008 (Class I; term expiring 2026). He is a board‑certified OB/GYN, also certified in advanced laparoscopic and minimally invasive gynecologic surgery, with clinical, research, and physician‑management credentials. Education: B.S. American University (1978); M.D. Universidad del Noreste (1983); completed OB/GYN residency and served as Chief Resident at Long Island College Hospital, Brooklyn, NY .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for Women’s Health and Body (IWHB) | Founder & President (multi‑site OB/GYN practice) | Founded May 1997; ongoing | Leads daily operations; broad clinical practice leadership |
| Visions Clinical Research | Co‑Founder | Founded 1999; ongoing | Conducts medical & surgical clinical trials across U.S. |
| IWHB of Palm Beach (Physician Management Group) | Founder; Operational Director | Ongoing | Employs 43 providers; directs operations daily |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Palms West Hospital (Loxahatchee, FL) | Board of Directors | Ongoing | Hospital board governance experience |
| Multiple medical device companies | Consultant; medical advisory boards | Ongoing | Industry engagement; potential related‑party exposure to monitor |
Board Governance
- Independence: Board determined Dr. Herbst is independent under Nasdaq rules; all Audit and Compensation Committee members are independent .
- Committee assignments (2024–2025):
- Compensation Committee: Member
- Nominating Committee: Chair
- Post‑Annual Meeting transition: Will join Audit Committee and assume Chair of Science & Technology Committee replacing retiring members .
- Attendance: All directors attended the 2024 Annual Meeting. No director attended fewer than 75% of Board and applicable committee meetings in 2024 .
- Committee meeting counts (2024): Audit (4); Compensation (1); Nominating (2); Science & Technology (5) .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation | Member | 1 | Oversees exec/board compensation programs and incentive plans |
| Nominating | Chair | 2 | Director selection, committee structure, board self‑evaluation |
| Audit | Member (post‑meeting) | 4 total meetings in 2024 | Will join after Annual Meeting; all members independent |
| Science & Technology | Chair (post‑meeting) | 5 total meetings in 2024 | R&D oversight, tech strategy, patent strategy |
Fixed Compensation
- Program structure (non‑employee directors, FY2024): $30,000 cash retainer, 23,585 RSUs, and 50,000 stock options; Chairs of Board, Audit, or Science & Technology received an additional $15,000 cash and 17,500 options; RSUs and options vest one year from grant, subject to service .
| Component (FY2024) | Amount/Detail | Vesting | Notes |
|---|---|---|---|
| Board cash retainer | $30,000 | N/A | Standard for non‑employee directors |
| RSU grant | 23,585 RSUs | 1‑year cliff | Service‑based |
| Option grant | 50,000 options | 1‑year cliff | Service‑based |
| Chair add’l retainer (Board, Audit, S&T) | $15,000 cash + 17,500 options | 1‑year cliff | Applies to specified chairs only |
- Seth J. Herbst’s FY2024 director compensation (grant‑date fair values):
Fees earned in cash: $30,000; Stock awards: $37,500; Options awards: $46,980; All other compensation: $12,000; Total: $126,480 .
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Seth J. Herbst, MD | 30,000 | 37,500 | 46,980 | 12,000 | 126,480 |
Performance Compensation
- Structure: Director equity awards (RSUs, options) are service‑based; the proxy does not disclose performance‑conditioned metrics (e.g., revenue, EBITDA, TSR) for director awards .
- Vesting: All RSUs and options granted to non‑employee directors vest on the one‑year anniversary of grant, subject to continued service .
| Award Type | Metric | Target | Measurement Window | Vesting Terms |
|---|---|---|---|---|
| RSUs (FY2024 director grant) | None disclosed (service‑based) | N/A | N/A | 1‑year cliff |
| Stock Options (FY2024 director grant) | None disclosed (service‑based) | N/A | N/A | 1‑year cliff |
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Herbst in the proxy biography .
- Private/non‑profit boards: Palms West Hospital board .
- Interlocks: Not disclosed; Compensation Committee interlocks section does not identify Herbst; committee independence affirmed .
Expertise & Qualifications
- Clinical expertise: Board‑certified OB/GYN, advanced laparoscopic and minimally invasive gynecologic surgery .
- Research/clinical trials: Co‑founder of Visions Clinical Research; extensive involvement in medical advisory boards .
- Physician management and operations: Founder/operator of multi‑site practice and management group employing 43 providers .
- Education/credentials: B.S. (1978), M.D. (1983), Chief Resident training .
- Board qualification: Considered a Non‑Executive Director based on extensive industry experience .
Equity Ownership
- As of April 24, 2025: Shares outstanding 30,090,661 .
| Holder | Common Shares Held | Options Exercisable (≤60 days) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Seth J. Herbst, MD | 180,759 | 430,000 | 610,759 | 2.0% |
- Outstanding equity awards at Dec 31, 2024: Options to purchase 430,000 shares; RSUs outstanding 21,552 (Herbst) .
| Award Type | Quantity Outstanding | As of Date |
|---|---|---|
| Stock Options | 430,000 | 12/31/2024 |
| RSUs | 21,552 | 12/31/2024 |
- Hedging/Pledging: Company has not adopted a specific anti‑hedging policy; transactions fall under Insider Trading Policy and require prior approval .
Governance Assessment
- Independence and engagement: Herbst is classified as independent; chaired Nominating and served on Compensation; slated to join Audit and chair Science & Technology—indicating broadened oversight across governance, pay, financial reporting, and R&D .
- Attendance: Full attendance at the 2024 Annual Meeting and no director under 75% threshold suggest solid engagement .
- Ownership alignment: 610,759 shares beneficially owned (2.0%); substantial option holdings and RSUs indicate economic alignment, though director awards are time‑based, not performance‑based .
- Compensation structure: FY2024 pay mix blends modest cash retainer with equity; no disclosed performance metrics for director equity; Nominating Chair role did not carry extra retainers (only Board, Audit, S&T chairs receive the premium) .
- Related‑party risks: Biography notes consulting for multiple medical device companies and leadership of clinical research entities; Audit Committee policy governs related person transactions, and the company reported no related person transactions requiring disclosure for the last fiscal year, prior year, or stub period (aside from the unrelated convertible notes financing) .
- RED FLAG to monitor: External consulting/advisory roles could pose perceived conflicts if Dyadic engages with related counterparties; ensure adherence to related‑party review policy .
- Additional RED FLAG: Absence of a specific anti‑hedging policy—company acknowledges no formal policy, which is below emerging governance norms; mitigated partially by Insider Trading Policy requiring prior approval .
Overall signal: Long‑tenured, independent director with strong healthcare operations and clinical trial expertise, elevated to chair S&T and joining Audit. Attendance and independence are supportive of investor confidence; watch for potential conflicts given external medical device consulting and lack of formal anti‑hedging prohibition .