Barbara Troupin

About Barbara Troupin

Independent director since February 2022; age 57; currently serves on the Audit Committee and the Nominating & Corporate Governance Committee, having been appointed to the Audit Committee in December 2024 . The Board has affirmatively determined she is independent under Nasdaq rules . MD (University of Pennsylvania), MBA (Wharton, health care management), BA (UC San Diego); career focus in clinical development and medical affairs . In 2024, the Board met six times and all directors attended at least 75% of aggregate Board and committee meetings; independent director executive sessions are held regularly and the Board has no lead independent director .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq Rule 5605; current independent directors include Troupin .
• Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Audit Committee met 8 times in 2024; Nom/Gov met 3 times .
• Attendance: In 2024, all directors attended at least 75% of aggregate Board and committee meetings .
• Executive sessions: Regular executive sessions of independent directors at end of Board/committee meetings .
• Leadership: Executive Chairman chairs the Board; the Board has no lead independent director .
• Risk oversight: Audit oversees financial risk and related-party transactions; Nom/Gov oversees governance effectiveness .

Fixed Compensation

Policy schedule (non-employee directors, in effect for 2024):

• Annual cash retainer: $42,000
• Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000
• Committee chair retainers (in lieu of member fees): Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000
• Chair of Board additional cash retainer: $20,000
• Annual option grant: 20,000 shares at each annual meeting; vests monthly over one year; 10-year term; 12-month post-termination exercise (other than death/disability/cause); full vesting on change-in-control
• Initial option grant: 40,000 shares upon joining; vests monthly over three years; same term and CIC treatment as above
• Non-employee director compensation cap: $350,000 per year ($550,000 in year of initial appointment), inclusive of cash + equity grant value .

Performance Compensation

• No performance-based (metric-tied) director compensation disclosed (directors receive fixed cash retainers and standard option grants without performance conditions) .
• Equity award structure and vesting:
  • Initial option grant: 40,000 shares; monthly vesting over 36 months; 10-year term; full vest on change-in-control; 12-month post-termination exercise period (other than death/disability/cause) .
  • Annual option grant: 20,000 shares each annual meeting; monthly vesting over 12 months; same term and CIC/post-termination provisions .

Other Directorships & Interlocks

No other public company directorships for Troupin are disclosed .

Expertise & Qualifications

• MD (University of Pennsylvania School of Medicine), MBA (Wharton, health care management), BA (UC San Diego, Biochemistry & Cell Biology) .
• Deep clinical/medical affairs leadership across public and private biopharma; launch preparation experience through acquisition/integration cycles .

Equity Ownership

Notes:

• As of April 1, 2025, 35,719,317 common shares outstanding; director beneficial ownership percentages are calculated including options exercisable within 60 days .
• As of December 31, 2024, Troupin held 80,000 options outstanding .

Governance Assessment

• Strengths:

  • Independence and active committee service (Audit; Nominating & Corporate Governance) support board oversight; Audit Committee fully independent and includes an audit committee financial expert (Demski) .
  • Regular independent director executive sessions and documented related-person transaction review process mitigate conflict risks .
  • Director compensation levels modest; clear cap and standardized equity with CIC vesting disclosure .

• Watch items / RED FLAGS:

  • No lead independent director, with Executive Chairman role potentially concentrating influence; could affect independent oversight perceptions .
  • Equity plan permits repricing/cancellation and substitution of options/SARs without stockholder approval (with participant consent), a shareholder-unfriendly feature in some governance frameworks .
  • Significant related-party exposure via Ariagen acquisition (up to $55M milestones, majority to >5% holder Decheng); while overseen by Audit Committee, investor sensitivity to large payments to affiliated holders is a risk; Colabuono preliminarily not independent due to Decheng affiliation .
  • Nasdaq minimum bid price noncompliance (December 2024) and reverse split authorization indicate listing risk; governance focus needed on minority shareholder protections in reverse split execution .

• Alignment:

  • Troupin’s equity exposure is via options; company prohibits hedging/pledging, which supports alignment; no director stock ownership guidelines are disclosed .