George Kegler
Enveric BiosciencesAbout George Kegler
Independent non‑employee director at Enveric Biosciences since December 30, 2020; currently Chair of the Audit Committee and designated as the Board’s “audit committee financial expert.” He previously served as Interim EVP & CFO at Mallinckrodt (Dec 2018–Mar/May 2019), with senior finance roles across FP&A, corporate finance, and business development; earlier CFO of Convatec and multiple finance roles at Bristol‑Myers Squibb. He holds a B.S. in Accounting (University of Missouri), MBA (Saint Louis University), and completed the CPA exam in Missouri; age disclosed as 64 in 2020 S‑4/A. Independence affirmed under Nasdaq rules; attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mallinckrodt Pharmaceuticals | Interim EVP & CFO; Vice President Finance; Interim President Specialty Generics; finance leadership | Jan 2013–Jun 2019; Interim CFO Dec 2018–Mar/May 2019; VP roles 2013–2018; interim business president Jul–Oct 2016 | Led global finance; executive committee member; cross‑functional finance leadership |
| Convatec (BMS divestiture/private equity‑owned) | Chief Financial Officer | Prior to Mallinckrodt (dates not specified) | CFO for PE‑owned medical devices business; post‑BMS acquisition |
| Bristol‑Myers Squibb | Finance roles (commercial, international, technical operations, R&D); Assistant Controller of Internal Controls | Prior to Convatec (dates not specified) | Broad finance experience across global operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | No other public company directorships disclosed | — | No external public board roles mentioned in ENVB biographies/filings for Kegler |
Board Governance
- Independence: The Board determined Kegler is independent under Nasdaq Listing Rules.
- Committee leadership and expertise: Audit Committee Chair; designated “audit committee financial expert” under Item 407 of Regulation S‑K.
- Annual meeting attendance: All directors attended the 2024 annual meeting.
- Committee activity: Compensation Committee met three times in FY2024; Nominating & Governance met once.
| Committee | Role | Members |
|---|---|---|
| Audit Committee | Chair | George Kegler (Chair); Frank Pasqualone; Michael Webb |
| Compensation Committee | Member | Frank Pasqualone (Chair); Michael Webb; George Kegler; Marcus Schabacker (in 2024) |
| Nominating & Governance Committee | Member | Frank Pasqualone (Chair); Marcus Schabacker; George Kegler |
| Science & Technology Committee | Not listed for Kegler | Marcus Schabacker (Chair); Michael D. Webb; Sheila DeWitt |
Fixed Compensation
| Component (FY2024) | ENVB Policy | Value (USD) | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | $40,000 | Paid pro‑rata quarterly |
| Audit Committee Chair fee | $15,000 | $15,000 | Per policy |
| Compensation Committee Member fee | $5,000 | $5,000 | Per policy |
| Nominating & Governance Committee Member fee | $4,000 | $4,000 | Per policy |
| Science & Technology Committee Member fee | $4,000 (member) / $8,000 (chair) | — | Kegler not on S&T Committee |
| FY2024 Director Compensation (Kegler) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $59,000 |
| Stock awards (restricted stock) | $20,048 |
| Options | $0 |
| Total | $79,048 |
Performance Compensation
| Instrument | Shares/Units | Grant Valuation | Pricing Basis | Vesting |
|---|---|---|---|---|
| Restricted stock (FY2024) | 3,182.2 shares | $20,048 | Valued at closing price $6.30 on grant date | Vesting schedule for 2024 grant not disclosed; prior Board policy (2021) granted $25,000 RS vesting one year; one‑time $50,000 RS for 2021 vesting one year |
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None disclosed | Director equity awards are time‑based restricted stock; no performance‑conditioned RSUs/PSUs or options disclosed for directors in FY2024 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Kegler in ENVB filings |
| Prior public company boards | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Finance leadership: Interim EVP & CFO, global finance responsibility at Mallinckrodt; CFO at Convatec; multiple senior finance roles at BMS.
- Credentials: Accounting degree; MBA; completed CPA exam; designated “audit committee financial expert.”
- Sector experience: Pharma/medical devices finance and operations across U.S. and international markets.
Equity Ownership
| As of | Shares Beneficially Owned (Kegler) | % of Class | Composition | Shares Outstanding |
|---|---|---|---|---|
| April 11, 2025 | 3,204 | <1% | All shares consist of Common Stock (no RSUs/options/warrants within 60 days) | 2,471,656 |
| October 22, 2025 | 3,204 | <1% | All shares consist of Common Stock (no RSUs/options/warrants within 60 days) | 6,219,568 |
Footnote disclosures indicate “All share amounts consist of Common Stock” for Kegler; RSUs/options/warrants within 60 days not attributed to him.
Governance Assessment
-
Strengths
- Independent director with deep finance background; Audit Committee Chair and SEC‑defined “financial expert,” enhancing oversight of reporting, controls, and auditor interaction.
- Engagement signal: attended 2024 annual meeting; sits on multiple committees.
- Pay mix includes equity ($20,048 restricted stock), aligning a portion of compensation with shareholder outcomes.
-
Watch‑items / potential red flags
- Low ownership stake (<1%); alignment relies on annual equity grants rather than significant personal holdings.
- Nasdaq compliance risk context: company executed a 1‑for‑15 reverse split in Jan 2025; potential for delisting determination if bid price falls below $1 before Jan 28, 2026, which may pressure Board decisions and governance bandwidth.
- Related‑party transactions on the Board (not involving Kegler): advisory consulting fees to director Dr. Sheila DeWitt ($221,075 since FY2023), requiring continued audit and governance oversight for conflicts management.
No hedging/pledging policies or director stock ownership guidelines for Kegler were disclosed in the cited sections; no director‑specific severance or change‑of‑control provisions disclosed.