Michael Webb

About Michael Webb

Michael D. Webb is an independent director of Enveric Biosciences, serving on the Board since June 13, 2022 and as Chair of the Board since November 2022; he was 66 years old as of the April 2025 proxy nominees list . Webb’s career spans operating and advisory leadership across biotech and life sciences, including Booz Allen’s healthcare practice and senior executive roles at CIBA‑Geigy/Novartis (last role: Senior Vice President) . He is President & CEO and a director of Epion Therapeutics (since 2017), and a director at Videokawa (since 2018) and DeuteRx, LLC (since 2012); his education includes University of Kansas (Biochemistry and Economics, summa cum laude), MA in International Relations (Sussex), and an MBA from Kellogg focused on healthcare management; he is a past Chair of the Massachusetts Biotechnology Council .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Webb is independent under Nasdaq rules; only CEO Joseph Tucker and director/advisor Dr. Sheila DeWitt are non‑independent .
• Chair of the Board: Webb has served as Chair since November 2022, providing leadership and oversight of Board agendas and committees .
• Committee memberships and chairs (FY2024 structure):
  • Audit Committee: Member; chair is George Kegler; committee met 4 times in 2024 .
  • Compensation Committee: Member; chair is Frank Pasqualone; committee met 3 times in 2024 .
  • Nominating & Governance Committee: Not a member; chair is Frank Pasqualone; committee met 1 time in 2024 .
  • Science & Technology Committee: Member; chair is Marcus Schabacker .
• Annual meeting attendance: All directors attended the 2024 annual meeting of stockholders .

Fixed Compensation

• Director fee schedule (FY2024): Annual cash retainer $40,000; Audit chair $15,000/member $7,500; Compensation chair $10,000/member $5,000; Nominating & Governance chair $8,000/member $4,000; Science & Technology chair $8,000/member $4,000 .
• Webb’s 2024 compensation: Cash fees $175,000; Restricted stock (3,182.2 shares, valued at $20,048 at $6.30 grant-date price); Options and NEIP: none; Total $195,048 .

Note: Fee schedule outlines standard rates; Webb’s cash total reflects his Board Chair role and committee service .

Performance Compensation

• No performance‑based elements or options for non‑employee directors in 2024; NEIP and option columns are zero/“–” in director compensation table .

Other Directorships & Interlocks

• Public company boards: None disclosed for Webb in the 2025 proxy biography .
• Private/other boards: Epion Therapeutics, Videokawa, DeuteRx (see External Roles) .
• Interlocks/related party exposure: No related‑party transactions involving Webb disclosed; advisory services were paid to director Dr. Sheila DeWitt as a consultant ($221,075 since 2023 through March 31, 2025) .

Expertise & Qualifications

• Multi‑disciplinary education: Biochemistry and Economics (University of Kansas, summa cum laude), MA in International Relations (Sussex), MBA (Kellogg, healthcare management) .
• Operating leadership: Founder/CEO track record taking biotech firms from seed through venture financing and Nasdaq IPO; senior executive experience at CIBA‑Geigy/Novartis .
• Industry governance: Past Chairman, Massachusetts Biotechnology Council; service on Science & Technology Committee underscores domain expertise .

Equity Ownership

• As of October 22, 2025: Webb beneficially owned 3,182 shares, representing less than 1% of outstanding common stock; footnotes indicate his holdings consist entirely of common stock (no RSUs/options/warrants exercisable within 60 days) .
• Shares outstanding: 6,219,568 as of October 22, 2025 .

Shareholder Voting Support

Governance Assessment

• Strengths:
  • Independent Chair leading a largely independent Board; Webb serves on key oversight committees (Audit, Compensation) and the Science & Technology Committee .
  • Clear governance infrastructure: published committee charters, Code of Conduct, Whistleblower, Insider Trading, and Clawback policies available via the investor site .
  • Audit oversight active: Audit Committee met four times in 2024; engaged with external auditors (Marcum → CBIZ transition) and held private sessions, indicating robust financial governance .
  • Shareholder support: strong “For” vote counts for Webb’s election and say‑on‑pay (see table) .
• Risks/RED FLAGS:
  • Low personal ownership: <1% beneficial ownership may signal limited economic alignment at current share levels .
  • Cash‑heavy director pay mix: Webb’s cash fees ($175k) are substantially above peers’ cash fees, with relatively small equity grants (3,182.2 restricted shares, $20,048) .
  • Capital structure actions: Board sought stockholder approval for warrant exercises >20% of outstanding shares, reverse stock split within a ratio range, and a substantial authorized share increase (to 5 billion), indicating dilution risk; Board recommended “FOR” these items at the special meeting .
• Conflicts/related parties:
  • No related‑party transactions involving Webb disclosed; advisory payments were made to director Dr. DeWitt in her capacity as an external consultant ($221,075 since 2023 through March 31, 2025) .

Overall signal: Webb’s independence, committee engagement, and industry expertise support board effectiveness; however, low personal equity ownership and cash‑heavy director compensation, coupled with recent dilution‑related proposals, may temper investor confidence pending execution against strategic and financing milestones .