Eric Corbett

About Eric Corbett

Eric Corbett (age 29) joined Entero Therapeutics’ board in February 2025. He is Managing Director at Oakridge Securities Inc. (capital markets advisory) since December 2024 and previously spent seven years in CIBC’s corporate client group (2017–2024), executing debt capital solutions for private and public issuers. He holds a Bachelor of Commerce from McMaster University, is a CFA charterholder, and has passed FINRA’s Securities Industry Essentials exam .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all members other than Interim CEO Richard Paolone and Dr. Jack Syage are independent under Nasdaq rules; Corbett is independent .
• Committee assignments (current): Audit Committee member; Compensation Committee member; Corporate Governance and Nominating Committee Chair .
• Audit Committee financial expertise: The Board determined Corbett qualifies as an “audit committee financial expert” (Item 407(d)(5) of Regulation S-K) .
• Engagement: Corbett is listed on the Audit Committee reports for 2024 and 2023, indicating active oversight of financial reporting and auditor independence .
• Board/committee activity context: In 2024 the Board held 15 meetings; Audit 4; Compensation 1; directors who served in 2024 attended ≥75% of aggregate Board/committee meetings (Corbett joined in 2025) .

Fixed Compensation

Per the Non‑Executive Director Compensation Policy (effective Oct 1, 2022; paid quarterly):

• Annual cash retainer: $60,000
• Audit Committee member fee: $7,500
• Compensation Committee member fee: $6,000
• Corporate Governance & Nominating Committee chair fee: $10,000

These rates imply Corbett’s role-based annual cash fees would comprise the above components based on his committee roles .

Performance Compensation

• No performance-based metrics (PSUs, TSR targets, etc.) are disclosed for non-executive director equity; RSUs vest time-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital allocation and corporate finance specialization; transaction execution experience in debt markets .
• CFA charterholder; Audit Committee financial expert designation under SEC rules .
• Governance experience: Corporate Governance & Nominating Committee chair at ENTO .

Equity Ownership

Notes:

• Beneficial ownership excludes unvested awards or derivatives not exercisable within 60 days .

Say‑on‑Pay & Shareholder Voting (2025 Annual Meeting)

Governance Assessment

• Strengths

  • Independent director with capital markets and finance expertise; designated Audit Committee financial expert, bolstering oversight of reporting and controls .
  • Active committee leadership (chairing Corporate Governance & Nominating) and participation in Audit and Compensation committees; appears engaged via Audit Committee reports .
  • Clear, structured director pay policy with disclosed cash and equity components; RSUs vest quarterly, aligning ongoing service with equity accumulation .

• Concerns and RED FLAGS

  • Lender‑driven board reconstitution: Corbett’s appointment followed a financing requiring resignation of ≥3 directors and lender‑designated appointments. Although ENTO states Corbett (and Oakridge) have no relationship with the lender beyond designation, lender involvement in board composition is a governance risk to independence and investor confidence .
  • Low ownership alignment: Corbett reported no beneficial ownership as of May 15, 2025; total board/executive holdings were <1%—a potential alignment concern absent robust ownership guidelines .
  • Nasdaq minimum bid price risk necessitating reverse split authorization; heightened delisting risk under amended Nasdaq rules if reverse splits are repeated—part of the governance backdrop during Corbett’s tenure .

• Related‑party review

  • Filing states disinterested Board reviews related party transactions case‑by‑case; notable related transactions involved director Syage/IMGX, not Corbett. No Corbett‑related transactions were disclosed .

• Director compensation structure observations

  • Cash vs equity mix for non‑executive directors: annual cash retainer plus committee fees and $75k RSUs; no per‑meeting fees disclosed; RSUs time‑based, not performance‑linked .

Overall, Corbett brings relevant financial oversight and governance experience; however, lender‑influenced board changes and very low insider ownership are material governance risks to monitor for independence, alignment, and long‑term investor confidence .

Appendix: Committee Composition (current)

• Audit Committee: Edward J. Borkowski (Chair, Financial Expert), Manpreet Uppal, Eric Corbett; all independent .
• Compensation Committee: Edward J. Borkowski (Chair), Manpreet Uppal, Eric Corbett; all independent .
• Corporate Governance & Nominating Committee: Eric Corbett (Chair), Edward J. Borkowski, Manpreet Uppal; all independent .