Colin Rutherford
Evofem BiosciencesAbout Colin Rutherford
Colin Rutherford (age 66) is an independent director at Evofem Biosciences and serves as Chair of the Audit Committee; he is designated by the Board as an “audit committee financial expert” under SEC rules . He first joined the private Evofem board in November 2015 and has served on the public company board since January 2018 . Rutherford is a Scottish Institute of Chartered Accountants member, graduated in Accountancy and Finance from Heriot-Watt University (1980), qualified with Deloitte (1984), and is a Harvard Business School alumnus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Euro-Sales Plc (LSE-listed) | Chairman & CEO | 2000–2002 | Finance leadership; sold to RBS |
| SGI Funds (Guernsey/Cayman/HK) | Chairman | 2004–2009 | Fund management leadership |
| MAM Funds Plc (LSE-listed) | Chairman & CEO | 2008–2011 | Turnaround/operations leadership |
| Mitchells & Butlers Plc (LSE) | Board Member; Audit Committee Chair | 2013–2021 | Audit chair experience at FTSE hospitality group |
| Renaissance Services SAOG (Muscat/Dubai) | Board Member; Audit Committee Chair | 2007–2019 | Audit chair at logistics company |
| European Health Care Group | Chairman | 2012–2014 | Led company until acquisition |
| Edinburgh University Business School | Visiting Professor | — | Academic leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| New River REIT plc | Director | Current | Public | Listed “Other Current Public Directorships” |
| Hifas da Terra SA (Spain) | Board Member | 2018–Present | Private | Biopharma/mycotherapy oncology focus |
| Meallmore Health Care Group | Board Member | 2014–Present | Private | Healthcare services |
| Brookgate Limited (UK) | Chairman | 2010–Present | Private | Property development backed by Goldman Sachs and Sixth Street |
Board Governance
- Committee assignments: Audit Committee Chair; committee members include Kim Kamdar, Ph.D. and Tony O’Brien; the Audit Committee met 4 times in 2024 .
- Independence: The Board determined Rutherford (and all audit/comp committee members) are independent under Nasdaq and SEC enhanced independence criteria .
- Attendance and engagement: In 2024 the Board met 15 times; average director attendance at Board meetings was 95%, and Audit Committee attendance was 100% (other committees did not meet in 2024) .
- Board structure: CEO serves as interim Chair; Tony O’Brien is Lead Independent Director, and independent directors hold executive sessions in conjunction with each regular Board meeting .
- Audit Committee financial expert: The Board has designated Rutherford as its “audit committee financial expert” under Item 407 of Regulation S‑K .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000/year | Policy amended Feb 2022, effective Apr 1, 2022 |
| Audit Committee Chair retainer | $20,000/year | Additional to board retainer |
| Audit Committee member retainer | $10,000/year | For non-chair members |
| Compensation Committee Chair retainer | $15,000/year | — |
| Compensation Committee member retainer | $7,500/year | — |
| 2024 fees earned (Rutherford) | $70,000 | No equity awards in 2023 or 2024; ~$0.5M aggregate director fees accrued/unpaid at 12/31/2024 |
Performance Compensation
- Equity grants: The company made no director equity grants in 2023 or 2024 due to low stock price; policy calls for 48-share initial and annual option grants, but annual grants have not been made since 2022 .
- Outstanding options (Rutherford): Significantly underwater legacy options remain outstanding (select grants below). The company notes outstanding options issued prior to 2023 are “significantly underwater” and unlikely to be exercised before expiration .
| Grant Detail (Rutherford) | Exercisable | Unexercisable | Exercise Price | Grant Date | Expiration |
|---|---|---|---|---|---|
| Option | 47 | — | $2,343.75 | 5/12/2021 | 5/12/2031 |
| Option | 48 | — | $308.75 | 5/4/2022 | 5/4/2032 |
| Option | 21 | — | $13,668.75 | 3/12/2018 | 3/12/2028 |
| Option | 6 | — | $13,106.25 | 5/8/2018 | 5/8/2028 |
| Option | 2 | — | $3,937.50 | 7/31/2018 | 7/31/2028 |
| Option | 26 | — | $11,343.75 | 6/5/2019 | 6/5/2029 |
| Option | 26 | — | $9,487.50 | 5/12/2020 | 5/12/2030 |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks with EVFM |
|---|---|---|---|
| New River REIT plc | Director | Not disclosed | None disclosed; no related-party transactions reported |
| Hifas da Terra SA | Board Member | Not disclosed | None disclosed |
| Meallmore Health Care Group | Board Member | Not disclosed | None disclosed |
| Brookgate Limited | Chairman | Not disclosed | None disclosed |
Related-party transactions: Apart from Aditxt financing instruments (company-level), no related-party transactions exceeding company thresholds were reported for directors/officers in 2023–2025 to date .
Expertise & Qualifications
- Capital markets and fund management leadership (Euro-Sales, SGI Funds, MAM Funds) .
- Extensive public company audit chair experience (Mitchells & Butlers plc; Renaissance Services SAOG) and designated audit committee financial expert at EVFM .
- Healthcare and life sciences operating exposure; current biopharma board role at Hifas da Terra .
Equity Ownership
| Holder | Shares Beneficially Owned | Composition and Notes |
|---|---|---|
| Colin Rutherford | 180 | Entirely options exercisable within 60 days; “<1%” of outstanding common |
- Hedging/pledging: Company policy prohibits short sales and derivative hedging; pledging/margining of company stock is prohibited absent pre-approval by the Chief Compliance Officer .
- Ownership guidelines: Not disclosed for directors in the 2025 proxy.
- Underwater nature of legacy options noted by company in equity plan discussion (unlikely to be exercised) .
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair; designated “audit committee financial expert,” supporting financial reporting oversight .
- High engagement: Board convened 15 times in 2024 with strong attendance (95% board; 100% committee attendance), and Audit met 4 times, indicating active oversight in a challenging period .
- No disclosed related-party transactions involving Rutherford; Audit Committee maintains formal related-party review/approval procedures .
- Insider policy restricts hedging/pledging, aligning with governance best practices .
-
Watch items / potential red flags
- Low direct equity alignment: Rutherford’s beneficial ownership is limited to 180 option shares exercisable within 60 days and represents less than 1% of common; no equity grants since 2022 reduced ongoing equity alignment for directors .
- Options are deeply underwater across the director cohort, reducing incentive value and potentially misaligning pay-for-performance until plan refresh/grants resume .
- Unpaid director fees: Approximately $0.5 million owed to non-employee directors was accrued at year-end 2024, a capital stress signal and potential board independence pressure point .
- Board leadership: CEO serving as interim Chair pending appointment of an independent Chair; while a Lead Independent Director is in place, investors often prefer an independent Chair structure .
Appendix: Director Compensation (Cash) – 2024
| Director | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Colin Rutherford | $70,000 | $0 | $0 | $70,000 |
Appendix: Board & Committees – Structure and Meetings
- Board meetings in 2024: 15; average attendance 95% .
- Audit Committee: 4 meetings; Chair Colin Rutherford .
- Compensation and Nominating Committees: No meetings held in 2024 .
- Lead Independent Director: Tony O’Brien .
- Independence: Rutherford independent per Nasdaq/SEC criteria .
- Election: Rutherford nominated for re-election at 2025 Annual Meeting (Class I) .