Frank Pasqualone
Enveric BiosciencesAbout Frank Pasqualone
Independent director of Enveric Biosciences since July 13, 2022; age 69. Currently Senior Vice President and Chief Business Officer at Theravance Biopharma (since Nov 2020), with prior senior operating roles at Innoviva (2014) and Bristol‑Myers Squibb (regional President roles, Oncology/Virology and Diabetes marketing leadership). Education: MBA (University of Dayton) and BS in Marketing (Bowling Green State University). Board trustee at Saint Francis University since Oct 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Theravance Biopharma | SVP, Chief Business Officer | Nov 2020–present | Senior executive oversight |
| Theravance Biopharma | SVP, Operations | Jun 2014–Nov 2020 | Operations leadership |
| Innoviva | SVP, Operations | Jan 2014–Jun 2014 | Transition role pre-spin |
| Bristol‑Myers Squibb | President, Intercontinental (LatAm, MEA) | 2010–2012 | Regional P&L and commercial leadership |
| Bristol‑Myers Squibb | President, Southern Europe | 2009–2010 | Regional leadership |
| Bristol‑Myers Squibb | U.S. senior management (Oncology/Virology; Diabetes marketing) | Prior years in 25-year tenure | Therapeutic-area commercial leadership |
| Self-employed | Part-time consultant | Post‑BMS, pre‑Theravance | Advisory work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Theravance Biopharma | SVP, Chief Business Officer | Nov 2020–present | Public company executive role (potential interlock context) |
| Saint Francis University | Board of Trustees member | Oct 2018–present | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee member; Chair of Compensation Committee; Chair of Nominating and Governance Committee .
- Independence: Board determined Pasqualone is independent under Nasdaq rules .
- Attendance and engagement: Each director attended at least 90% of Board/committee meetings in 2024; Board held 4 meetings; committees met: Audit (4), Compensation (3), Nominating and Governance (1). All directors attended the 2024 annual meeting .
- Audit expertise: Audit Committee “financial expert” designation held by George Kegler (Pasqualone is a member but not designated financial expert) .
- Policies: Anti‑hedging and anti‑pledging policy covering directors; clawback policy for incentive compensation; cybersecurity oversight by Audit Committee .
- Governance context and risk signals:
- Company disclosed material weaknesses in internal control over financial reporting for 2023 and 2024 (segregation of duties, IT and monitoring controls) — a governance red flag for Audit oversight .
- Board sought and recommended shareholder approvals for reverse stock split(s) and large authorized share increase (potential dilution risk) at special meeting in Dec 2025 .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Annual cash retainer | 40,000 |
| Audit Committee member fee | 7,500 |
| Compensation Committee chair fee | 10,000 |
| Nominating & Governance Committee chair fee | 8,000 |
| Cash fees earned | 65,500 |
| Stock awards (restricted stock shares) – fair value | 20,048 |
| Stock awards – shares granted | 3,182.2 shares (valued at $6.30/share on grant date) |
| Total director compensation | 85,548 |
- Note: An additional $8,000 was paid in Jan 2025 related to assuming Nominating & Governance chair in 2024 (reflected in the chair fee) .
Performance Compensation
- No performance‑based metrics (e.g., TSR, EBITDA) disclosed for director pay; equity compensation granted as restricted stock (not options) .
| Item | 2024 |
|---|---|
| Equity award type | Restricted stock shares (RSAs) |
| Shares granted | 3,182.2 |
| Fair value at grant | $20,048 |
| Option awards | $0 (none) |
Other Directorships & Interlocks
| Company | Board Role | Status |
|---|---|---|
| Public company boards | None disclosed | — |
| Executive interlock | Theravance Biopharma – SVP/CBO | Public-company executive role; no ENVB related-party transactions disclosed |
Expertise & Qualifications
- Global biopharma operations and commercial leadership (BMS regional President; Oncology/Virology; Diabetes marketing) .
- Public-company operating experience (Theravance Biopharma; Innoviva) .
- Governance: Chairs Compensation and Nominating & Governance committees at ENVB .
- Education: MBA (University of Dayton); BS Marketing (Bowling Green State University) .
Equity Ownership
| Metric | As of Apr 11, 2025 | As of Oct 22, 2025 |
|---|---|---|
| Shares beneficially owned | 3,249 | 3,249 |
| % of shares outstanding | <1% | <1% |
- Footnote disclosures indicate Pasqualone’s reported holdings consist of common stock (no RSUs/options included) .
- Anti‑pledging policy prohibits directors from pledging or hedging company stock .
Governance Assessment
- Strengths: Independent director; chairs two core governance committees (Compensation; Nominating & Governance) and serves on Audit; high attendance; anti‑hedging/pledging and clawback policies in place; no related‑party transactions involving Pasqualone disclosed .
- Alignment: Receives standard director cash retainer and committee chair/member fees plus modest annual equity grants; personal ownership is small relative to shares outstanding (<1%), typical for micro‑cap biopharma boards but offers limited “skin‑in‑the‑game” optics .
- Red flags and monitoring:
Company-level material weaknesses in internal control (FY2023–2024) elevate scrutiny of Audit Committee effectiveness; continued follow-through on remediation should be monitored . Capital actions (reverse splits; proposed 5B authorized shares) increase dilution risk and investor sensitivity; board rationale centers on listing compliance and financing flexibility .
- Potential conflicts: Dual role as a senior executive at Theravance Biopharma presents potential situational conflicts if ENVB were to enter dealings overlapping Theravance’s interests; no such transactions disclosed to date .