Edward Borkowski
About Edward J. Borkowski
Edward J. Borkowski, age 65, is Entero Therapeutics’ Lead Independent Director. He joined the board in May 2015, served as Chair from 2015 through his resignation effective February 19, 2021, and currently holds executive roles in healthcare, including Executive Vice President at TherapeuticsMD; he previously held senior finance roles at major pharma and medtech companies (Mylan N.V., CareFusion, Convatec, Aceto, Amerigen). He holds an MBA in accounting from Rutgers University and a BA in Economics and Political Science from Allegheny College, where he is a Trustee and Executive Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TherapeuticsMD | Executive Vice President | Current (as of proxy) | Healthcare operating executive |
| MiMedx Group (Nasdaq) | Executive Vice President | Apr 2018–Dec 2019 | Senior leadership in regenerative medicine |
| Co-Diagnostics (Nasdaq: CODX) | Director | May 2017–Jun 2019 | Public company board experience |
| Aceto Corporation (Nasdaq: ACET) | Chief Financial Officer | Feb 2018–Apr 2018 | CFO transition leadership |
| Concordia International | Executive roles | May 2015–Feb 2018 | Specialty pharma finance/operations |
| Mylan N.V. | CFO & EVP | Not disclosed | Global pharma finance leadership |
| Convatec | CFO | Not disclosed | Led spin-out from Cardinal Health |
| CareFusion | CFO & EVP | Not disclosed | Spin-out execution from Cardinal Health |
| Pharmacia; Wyeth | Senior finance positions | Not disclosed | Large-cap pharma finance |
| Arthur Andersen | Early career | Not disclosed | Audit foundation |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Allegheny College | Trustee; Executive Committee member | Current |
| TherapeuticsMD | Executive Vice President | Current |
Board Governance
- Lead Independent Director responsibilities include leading when the Chairman is conflicted or absent, serving as liaison with independent directors, and approving information and agendas sent to the Board, enhancing independence and communication .
- Independence: The Board determined Mr. Borkowski is independent under Nasdaq rules; only the Interim CEO (Paolone) and Dr. Syage are non-independent .
- Audit Committee: Borkowski chairs; members (Borkowski, Corbett, Uppal) are independent and all qualify as “audit committee financial experts” under Item 407(d)(5) .
- Compensation Committee: Borkowski chairs; members (Borkowski, Corbett, Uppal) are independent .
- Corporate Governance & Nominating Committee: Borkowski is a member; committee is entirely independent (Corbett, Borkowski, Uppal) .
- Attendance: Each director serving in 2024 attended at least 75% of aggregate Board and committee meetings; the Board held 15 meetings, Audit 4, Compensation 1; the Board took 13 actions by unanimous written consent, Audit 2 .
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Chair |
| Corporate Governance & Nominating | Member |
Fixed Compensation
- Non-Executive Director Compensation Policy (effective Oct 1, 2022): Annual cash retainer $60,000; Lead Independent Director retainer $20,000; additional annual retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $12,500; Compensation member $6,000; Corporate Governance Chair $10,000; Corporate Governance member $5,000. Annual RSUs equivalent to $75,000, vest quarterly; paid to non-executive directors, reviewed annually .
| Component | Policy Amount (Annual) | Notes |
|---|---|---|
| Board cash retainer | $60,000 | Paid quarterly |
| Lead Independent retainer | $20,000 | Paid quarterly |
| Audit Chair | $15,000 | Additional retainer |
| Compensation Chair | $12,500 | Additional retainer |
| Corporate Governance member | $5,000 | Additional retainer |
| Equity grant (RSUs) | $75,000 | Vests in equal quarterly installments |
- 2024 Actual Compensation:
| Year | Fees Earned (Cash) | Stock Award (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $97,500 | $74,998 (19,633 RSUs on Jan 2, 2024) | $172,498 |
Performance Compensation
- Structure: Non-executive director equity is time-based RSUs, vesting quarterly; no performance-based metrics (e.g., revenue/TSR hurdles) are disclosed for director grants .
| Metric | Description | Applied to Director RSUs |
|---|---|---|
| Performance metrics (financial/TSR/ESG) | Not disclosed for director awards | Not applicable |
| Vesting | Equal quarterly installments | Yes |
| Grant specifics | 19,633 RSUs granted Jan 2, 2024; grant-date FV $74,998 | Yes |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| Co-Diagnostics, Inc. | Nasdaq: CODX | Director | May 2017–Jun 2019 |
- No related-party transactions involving Mr. Borkowski are disclosed; related transactions center on the ImmunogenX merger/rescission and financing arrangements (e.g., Dr. Syage interests, BC Lender board designations), not Borkowski .
Expertise & Qualifications
- Designated audit committee financial expert and independent director; deep CFO/EVP experience across pharma and medtech, including spin-outs and public company operations .
- Education: MBA (Rutgers), BA (Allegheny); early-career training at Arthur Andersen; Trustee leadership indicating governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Edward J. Borkowski | 20,277 | <1% | Includes 5 shares via warrants, 9 via vested options, 15 via conversion of ~48.043 Series B Preferred (incl. accrued dividends). Excludes 1 unissued restricted share . |
- Insider trading policy prohibits short selling and hedging; all insider transactions must be pre-cleared by the CFO; blackout periods apply; Rule 10b5-1 plan guidelines enforced .
Governance Assessment
- Strengths: Independent Lead Director with explicit responsibilities to safeguard board autonomy; chairs Audit and Compensation—central to financial integrity and pay governance; designated audit financial expert; ≥75% meeting participation in 2024, indicating engagement .
- Alignment: Cash/equity mix typical for small-cap biotech; annual RSUs vest time-based; beneficial ownership is small (<1%), but regular equity grants provide some alignment; hedging prohibited, supporting alignment .
- Potential Risks/RED FLAGS:
- Board environment: In 2025 the Revolving Loan Agreement required resignations and BC Lender-designated directors, signaling financing-driven governance changes that can stress independence and continuity; while Borkowski remains independent, this context elevates oversight demands on him as Lead Independent Director .
- Listing risk: Ongoing Nasdaq minimum bid price deficiency and contemplated reverse split—market/listing pressure that can affect investor confidence in governance continuity and capital strategy .
- No related-party transactions disclosed for Borkowski; no legal proceedings noted for directors; Audit Committee reports signed by him as chair for 2023 and 2024, evidencing active oversight .