Richard Paolone
About Richard Paolone
Richard Joel Paolone, age 34, was appointed to Entero Therapeutics’ Board in February 2025 and named Interim Chief Executive Officer effective February 12, 2025. He is a Toronto-based securities lawyer (partner and controlling shareholder at Oakridge Law LLP since December 2024) with broad corporate finance and M&A experience; he holds a B.A. in criminal justice from Mount Royal University and a J.D. from Bond University and is licensed as a barrister and solicitor in Ontario . He has served on multiple public company boards across Canada, the U.S., and the U.K., and has been integral to various reverse takeovers and transactions across mining, cannabis, carbon credits, oil and gas, technology, and plant-based food sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paolone Law Professional Corporation | Principal/Founder | Jul 2019–Dec 2024 | Corporate finance and M&A counsel |
| Evolution Global Frontier Ventures Corp. (CSE; formerly Ascension Exploration Inc.) | Director | Feb 2019–Oct 2019; Sep 2020–Jan 2021 | Public company board experience |
| Red Pine Petroleum Ltd. (TSX) | CEO; Director | CEO: Oct 2020–Sep 2021; Director since May 2019 | Led operations; public markets leadership |
External Roles
| Organization | Exchange | Role | Start Date | Committees/Impact |
|---|---|---|---|---|
| Oakridge Law LLP | Private | Partner; Controlling shareholder | Dec 2024 | Securities law; capital markets advisory |
| Mixed Martial Arts Group Limited | NYSE American (MMA) | Independent Director | Apr 2025 | Board member; committee roles not disclosed |
| iSpecimen Inc. | Nasdaq | Director | Sep 2024 | Board member; committee roles not disclosed |
| Ashington Innovations Plc. | LSE | Director | Nov 2023 | SPAC governance; committee roles not disclosed |
| Xander Resources Inc. | CSE | Director | Jun 2023 | Mining sector oversight |
| SBD Capital Inc. | CSE | Director | Dec 2022 | Capital markets experience |
| Critical Infrastructure Technologies Ltd. | CSE | Director | Apr 2022 | Mining technology governance |
| Safe Supply Streaming Co Ltd. | CSE | Director | Sep 2024 | Investment issuer governance |
| Rotonda Ventures Corp. | Canada public | CEO; Director | Feb 2019 | Executive and board leadership |
| Republic Goldfields Inc. | Canada public | CEO; CFO; Director | Feb 2021 | Multi-role governance |
| Emerald Isle Resources Inc. | Canada public | CEO; CFO; Director | Feb 2021 | Multi-role governance |
Board Governance
- Independence status: The Board determined that Richard Paolone (Interim CEO) is not independent under Nasdaq Listing Rule 5605(a)(2); Dr. Jack Syage is also not independent, while other directors are independent .
- Committee assignments and chair roles: Paolone serves as Chairman of the Board; he is not listed as a member or chair of the Audit, Compensation, or Corporate Governance & Nominating committees . Edward J. Borkowski is Lead Independent Director and chairs Audit and Compensation; Eric Corbett chairs Corporate Governance & Nominating .
- Attendance and engagement: 2024 attendance disclosure notes each director who served in 2024 met the ≥75% attendance threshold; Paolone joined in 2025, so his 2024 attendance is not applicable. The Board held 15 meetings in 2024; Audit held 4; Compensation held 1; several actions by unanimous written consent .
- Background to appointments and potential interlocks: Paolone’s appointment (with Corbett and Uppal) followed a Revolving Loan Agreement (18% interest; due Jan 31, 2026) that conditioned closing on three directors resigning and three lender-designated appointees joining the Board; Mr. Niu (control person of the lender) briefly served and resigned. The proxy states Paolone, Uppal, and Corbett have no relationship with the lender other than being appointees designated by the lender .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Interim CEO consulting fee (per month, $) | — | $12,500 effective Feb 12, 2025 |
| Director cash retainer (if any) | — | Not disclosed for Paolone; non-executive policy applies to non-executive directors |
Non-Executive Director Compensation Policy: Annual cash retainer $60,000; Lead Independent Director $20,000; committee chair/member retainers; annual RSUs ~$75,000 vesting quarterly (policy adopted Oct 1, 2022; reviewed annually). This applies to non-executive directors; Paolone is an executive director .
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| RSUs granted (number; grant-date FV $) | — | Not disclosed for Paolone in proxy |
| Options granted (number; strike $; vesting) | — | Not disclosed for Paolone in proxy |
| Annual bonus target (%) | — | Not disclosed for Paolone in proxy |
| Performance metrics (TSR, revenue, EBITDA, ESG) | — | Not disclosed for Paolone in proxy |
Other Directorships & Interlocks
| Company | Relationship to ENTO | Potential Interlock/Conflict Commentary |
|---|---|---|
| Oakridge Law LLP (Paolone partner); Oakridge Securities Inc. (Corbett MD) | Shared firm brands among directors | No related-party transactions disclosed; highlights potential perceived alignment among directors via professional affiliations . |
| 1396974 BC Ltd. (BC Lender) | Financing counterparty | Board appointments were lender-designated; proxy states no relationship beyond designation for Paolone/Corbett/Uppal . |
Expertise & Qualifications
- Core credentials: Securities law, corporate finance, M&A, and public/private capital markets; experience across multiple industries and exchanges .
- Board qualification statement: “Well-qualified to serve” due to corporate experience in M&A and public/private offerings of debt and equity securities .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Ownership |
|---|---|---|
| Richard Paolone | 0 | 0% |
Group holdings: Directors and executive officers collectively beneficially owned 35,677 shares (<1%) as of May 15, 2025 .
Governance Assessment
- Independence and role separation: Paolone is an executive director (Interim CEO) and Chairman of the Board; he is not independent, and concentrates executive and board leadership roles, increasing risk of reduced independent oversight versus best-practice separation of chair/CEO roles .
- Lender-driven board changes (RED FLAG): February 2025 board reconstitution was a closing condition of high-cost financing (18% interest; acceleration and 120% default premium). Three lender-designated appointees joined, including Paolone; while the proxy disclaims broader affiliations, this structure raises potential conflict and influence concerns for investors .
- Ownership alignment: As of May 15, 2025, Paolone held zero shares of ENTO, indicating low direct equity alignment; no RSUs/options disclosed for him in the proxy to date .
- Committee shielding: Paolone is not on key committees (Audit, Compensation, Nominating), which aligns with independence requirements but concentrates oversight in other directors; Borkowski serves as Lead Independent Director and chairs key committees .
- Compensation design: Disclosed compensation is a fixed monthly consulting retainer ($12,500), with no performance-based elements detailed (metrics, RSUs/PSUs, options, or bonus targets), limiting pay-for-performance signals for 2025 to date .
- Related-party policy: The Board reviews related-party transactions case-by-case; requires legitimate business purpose and fair terms, to be disclosed in SEC filings. No Paolone-specific related-party transactions are disclosed in the proxy .
- Attendance: 2024 attendance thresholds achieved by then-serving directors; Paolone joined in 2025, so no attendance record for 2024 .
- Additional context: The company faced Nasdaq minimum bid price deficiency and is pursuing a reverse split to maintain listing, underscoring capital markets and financing pressure during Paolone’s tenure as CEO/Chair .
Overall implications: Investors should monitor independence safeguards (Lead Independent Director effectiveness, executive sessions, and committee leadership), any future equity grants/ownership changes for alignment, and ongoing financing/board dynamics stemming from lender conditions .