Edward Neugeboren
About Edward Neugeboren
Edward Neugeboren, 56, is an independent director of Grace Therapeutics, Inc. (GRCE) first elected in 2023 and nominated for re‑election at the 2025 Annual Meeting. He brings 30+ years across pharmaceutical operations, business development, corporate management, investment banking, asset management, and equity research; he is currently Chief Strategy Officer and a principal at Cronus Pharma, LLC, holds FINRA Series 24/7/63 licenses, and earned a B.A. in Economics from Union College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cronus Pharma, LLC | Chief Strategy Officer; Principal | Since Jan 2016 | Leads commercial operations, strategic planning, acquisitions, and corporate strategy |
| Rising Pharma Holdings, Inc. / Casper Pharma, LLC (parent group) | Chief Strategy Officer (prior role) | Not disclosed | Strategy leadership across generic and specialty pharma platforms |
| QuadView Healthcare Advisors (formerly ArcLight Advisors) | Founder & Managing Partner | Not disclosed | Healthcare investment banking and business development |
| Ledgemont Capital Group, LLC | Managing Director | Not disclosed | Strategic and financial advisory to emerging healthcare/tech companies |
| Third Ridge Capital Management, LLC | Managing Partner | Not disclosed | Long/short U.S. equity hedge fund management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Matinas BioPharma Holdings, Inc. | Director | Since Mar 2025 | Committee assignments not disclosed in GRCE proxy |
Board Governance
- Committee assignments: Member, Audit Committee (Chair: A. Brian Davis); Member, Compensation Committee (Chair: Vimal Kavuru); Member, Nominating & Corporate Governance Committee (Chair: Vimal Kavuru) .
- Independence: Board affirmatively determined Neugeboren is independent under Nasdaq Rule 5605(a)(2) and meets heightened independence tests for audit (Rule 10A‑3) and compensation committees (Rule 10C‑1) .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings (Audit met 4 times; GHR met 2 times; Compensation and N&CG committees were formed in Nov 2024 and did not meet in FY2025) .
- Risk oversight: Participates through committee roles; Audit oversees financial, operational, legal/compliance, and cyber risks; Compensation oversees compensation risk; N&CG oversees governance and succession .
Annual Election Results (Sept 12, 2025)
| Nominee | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Edward Neugeboren | 6,300,263 | 28,192 | 1,598,490 |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 40,000 | Non‑employee director retainer (Chair receives $75,000) |
| Audit Committee – Member Fee | 8,000 | Post‑Nov 12, 2024 schedule: Chair $16,000; Member $8,000 |
| Compensation Committee – Member Fee | 4,000 | Chair $8,000; Member $4,000 |
| Nominating & Corporate Governance Committee – Member Fee | 2,000 | Chair $4,000; Member $2,000 |
| Total Cash Fees (reported) | 54,000 | Matches retainer + committee memberships |
Performance Compensation
| Equity Component (FY2025) | Grant/Balance | Terms | Valuation |
|---|---|---|---|
| Director Option Award (annual) | Program: 10,000 options annually; initial grant 20,000 options at first election | Time‑vest; annual grants vest monthly over 12 months; initial grant vests 1/3 at year 1 then monthly over next 24 months; strike at FMV per plan | N/A |
| Options Held (as of Mar 31, 2025) | 22,500 options | Director options outstanding; individual strike details not disclosed in director table | N/A |
| Option Awards (FY2025, accounting value) | $21,074 | ASC 718 fair‑value at grant using Black‑Scholes | 21,074 |
- Grant timing and MNPI safeguards: Company does not time awards around material nonpublic information; no NEO grants inside the 4‑day blackout around filings in FY2025 .
- Performance metrics: Director equity is time‑vested options; no disclosed performance‑conditioned metrics for director grants .
Other Directorships & Interlocks
| Linkage | Description | Governance Consideration |
|---|---|---|
| Prior operating tie to Chair’s businesses | Neugeboren previously served as CSO for the parent group comprising Rising Pharma Holdings and Casper Pharma; Kavuru is Founder/CEO of Rising Pharma and has roles across multiple pharma entities | Historical relationship may create perceived influence; Board reviewed relationships and still determined independence under Nasdaq and SEC rules |
| Major shareholder related parties | Private placements involved entities related to Chair (Shore Pharma LLC) and >5% holders (ADAR1, AIGH, SS Pharma) in 2023/2025 transactions | Audit Committee reviews related‑party transactions per policy; no Neugeboren-specific RPT disclosed |
Expertise & Qualifications
- FINRA Series 24, 7, 63; B.A. in Economics, Union College .
- Deep pharma operations and dealmaking experience (Cronus, Rising/Casper parent group), plus investment banking and hedge fund background—relevant to audit and compensation oversight .
- Board‑level experience at Matinas BioPharma since March 2025 .
Equity Ownership
| Holder | Beneficial Ownership (as of Jul 18, 2025) | % Outstanding | Composition Notes |
|---|---|---|---|
| Edward Neugeboren | 69,395 shares | <1% | Includes 31,500 options exercisable within 60 days of Jul 18, 2025 |
| Options Outstanding (as of Mar 31, 2025) | 22,500 options | N/A | Director options at fiscal year‑end; program uses time‑vesting |
- Hedging/Pledging: Company prohibits hedging by directors; no pledging disclosures for Neugeboren in proxy .
- Ownership guidelines: Director stock ownership guidelines not disclosed; executive clawback policy adopted per SEC Rule 10D‑1 (applies to executive officers) .
Governance Assessment
-
Strengths:
- Independent director meeting heightened audit and compensation independence requirements; member of all three key committees, enhancing board oversight coverage .
- Solid shareholder support in 2025 election (6.30M for vs 28k withheld), and strong say‑on‑pay approval (6.18M for) indicating constructive investor sentiment toward governance and compensation frameworks .
- Attendance at least 75% of Board/committee meetings; presence across Audit, Compensation, and N&CG supports effectiveness and continuity .
- Use of independent compensation consultant (Pearl Meyer) for director and executive compensation; independence assessed with no conflicts .
- Audit Committee chartered to pre‑approve audit/non‑audit services and review RPTs; clear oversight of financial reporting and cybersecurity risk .
-
Watch items / RED FLAGS:
- Historical operating ties with the Chair’s businesses (Rising/Casper) create potential perceived interlocks; while independence was affirmed, ongoing vigilance on related‑party exposure is warranted .
- Repeated capital raises included significant participation by entities related to Chair and major holders; while the Audit Committee oversees RPTs, concentration of influence deserves monitoring for fairness and minority shareholder protection .
- No disclosed director performance‑based equity metrics; director options are time‑vested, which aligns tenure but not outcomes; ensure committee focus remains on long‑term TSR and value creation via overall board incentives .
Shareholder Vote Signals (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – Neugeboren | 6,300,263 | 28,192 | — | 1,598,490 |
| Say‑on‑Pay (Advisory) | 6,178,757 | 74,002 | 75,696 | 1,598,490 |
Overall, Neugeboren’s independence, broad pharma/finance skillset, and full‑spectrum committee service are positives for board effectiveness; continued scrutiny of historical ties to the Chair’s enterprises and participation of related parties in financings remains prudent to safeguard investor confidence .