Manpreet Uppal
About Manpreet Uppal
Manpreet Uppal (age 38) was appointed to Entero Therapeutics’ Board in February 2025. He has 10+ years of capital markets experience and 15+ years in real estate as a licensed realtor; he graduated from UBC Sauder School of Business in Real Estate Trading (2009) and operates Mike Uppal Personal Real Estate Corporation while affiliated with Sutton Group — Alliance R.E.S. He is classified as an independent director under Nasdaq rules and is designated an audit committee financial expert. Beneficial ownership disclosed as of May 15, 2025 shows 0 shares owned.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutton Group — Alliance R.E.S | Licensed real estate agent | Licensed since 2009 | Real estate transactions and deal structuring expertise |
| Mike Uppal Personal Real Estate Corporation | Founder/Owner | Since at least 2009 | Real estate trading; capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Uppal |
Board Governance
- Board appointment context: On Feb 3, 2025, as a condition of a financing revolving loan agreement with 1396974 BC Ltd., three prior directors resigned and the Board appointed Manpreet Uppal (with Alson Niu and Richard Paolone); Niu (control person of the lender) resigned on Feb 5, 2025 and was replaced by Eric Corbett. The proxy states Uppal has no relationship with the lender other than being an appointee designated by the lender. Potential governance red flag due to lender-influenced board changes.
- Independence: The Board determined Uppal is independent for Nasdaq purposes (Audit, Compensation, Corporate Governance & Nominating).
- Committee assignments (as of June 4, 2025): Member—Audit; Member—Compensation; Member—Corporate Governance & Nominating. Audit and Compensation Chairs: Edward J. Borkowski; Corporate Governance & Nominating Chair: Eric Corbett.
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member (Uppal) | Edward J. Borkowski | Board determined Uppal is an “audit committee financial expert” |
| Compensation | Member (Uppal) | Edward J. Borkowski | Committee composed entirely of independent directors |
| Corporate Governance & Nominating | Member (Uppal) | Eric Corbett | Committee composed entirely of independent directors |
- Attendance: For 2024, directors who served attended ≥75% of Board and committee meetings; Uppal joined in 2025, so 2024 attendance does not apply to him.
Fixed Compensation
- Director Agreements (entered March 6, 2025, effective Feb 12, 2025): Each director, including Manpreet Uppal, is entitled to $2,500 per month cash, payable at the beginning of each month; reasonable business expenses reimbursed with prior approval.
- Non-Executive Director Compensation Policy (effective Oct 1, 2022; paid quarterly):
- Annual cash retainer $60,000; Lead Independent Director retainer $20,000; Audit Chair $15,000; Audit member $7,500; Compensation Chair $12,500; Compensation member $6,000; Governance Chair $10,000; Governance member $5,000.
- Under this policy, non-executive directors also receive annual RSUs equivalent to $75,000, vesting quarterly (see Performance Compensation).
- Note: The March 2025 Director Agreements ($2,500/month) create potential inconsistency with the 2022 policy; the proxy does not clarify whether the monthly agreement supersedes or supplements the policy for 2025. Governance signal: risk of ad hoc changes to director pay during a financing-related board reconstitution.
| Component | Amount | Basis/Timing |
|---|---|---|
| Monthly cash under Director Agreements | $2,500/month | Paid at beginning of each month; effective Feb 12, 2025 |
| Annual cash retainer (policy) | $60,000/year | Paid quarterly |
| Committee member stipends (policy) | Audit $7,500; Compensation $6,000; Governance $5,000 | Annual; paid quarterly |
| Committee chair stipends (policy) | Audit $15,000; Compensation $12,500; Governance $10,000 | Annual; paid quarterly |
| Lead Independent Director retainer | $20,000/year (not applicable to Uppal) | Annual |
Performance Compensation
- Equity structure for non-executive directors: Annual RSU grant equivalent to $75,000, effective on the date of the annual stockholders’ meeting; vests in equal quarterly installments. No performance-based metrics disclosed for directors; awards appear to be time-vested only.
| Instrument | Grant value | Grant timing | Vesting | Performance metrics |
|---|---|---|---|---|
| RSUs (non-exec director policy) | $75,000 | Effective on annual meeting date | Equal quarterly installments | None disclosed for directors |
Other Directorships & Interlocks
- No current external public company board roles for Uppal disclosed.
- Board interlock/appointment linkage: Uppal’s appointment was designated by a financing counterparty (BC Lender) as part of a board reshuffle condition—heightened conflict-of-interest optics despite independence determination.
Expertise & Qualifications
- Capital markets and investments; real estate transactions; degree in Real Estate Trading (UBC Sauder, 2009).
- Audit committee financial expert designation under Item 407(d)(5).
Equity Ownership
- Beneficial ownership (as of May 15, 2025): 0 shares; less than 1% of outstanding. No derivatives or RSUs/Options disclosed as beneficially owned within 60 days for Uppal.
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Manpreet Uppal | 0 | <1% | Excludes unvested/unclear awards outside 60-day window |
- Hedging/Pledging: Insider Trading Policy prohibits short selling and hedging; all insider transactions must be pre-cleared by the CFO. No pledging disclosed for Uppal.
Governance Assessment
- Independence and committee roles: Strong formal independence and audit committee financial expert designation; active membership across Audit, Compensation, and Governance committees supports board effectiveness.
- RED FLAG — Appointment via lender condition: Board restructuring tied to the BC Lender’s financing, with directors designated by the lender; while the company asserts no relationship beyond designation, this is a material governance risk regarding board autonomy and potential conflicts.
- Ownership alignment: Zero beneficial ownership reported as of May 15, 2025; pending RSU policy could add alignment, but actual grants to Uppal are not disclosed—current alignment appears limited.
- Compensation structure signal: The March 2025 $2,500/month Director Agreements suggest interim or modified cash pay terms during a transition, potentially diverging from the formal $60k+policy with RSUs; lack of clarity on whether policy is superseded may concern investors evaluating pay-for-performance and governance consistency.
- Attendance/engagement: No attendance metrics yet for Uppal (joined 2025); board reported 2024 attendance ≥75% for directors serving that year. Monitoring future attendance is warranted.
- Related-party oversight: Audit Committee (including Uppal) tasked with reviewing related-person transactions; recent ImmunogenX transactions involve another director (Syage), emphasizing the importance of robust committee oversight.
Implications: Investors should watch for clarification on director compensation application in 2025, any RSU grants to Uppal at/after the 2025 annual meeting, and evidence of independent decision-making given the lender-driven board appointments. Zero ownership and ad hoc pay changes during financing heighten scrutiny on alignment and governance rigor.