Rick S. Greene

About Rick S. Greene

Independent director and Chair of the Audit Committee at HCW Biologics since May 2021; age 60. Greene is currently CFO of Specialized Dental Partners (since May 2023) and previously held CFO roles at Epiphany Dermatology (2018–2023), Altor BioScience (2015–2018), and Cumberland Pharmaceuticals (2011–2015). He also worked at Crowe Horwath LLP (2007–2011), LBMC (2005–2007), Surgical Alliance (2002–2005), Ernst & Young LLP (1987–1997; 1998–2002), and Phycor Inc. (1997–1998). He holds a B.S. in accounting from Carson‑Newman University and is a CPA (inactive) in Tennessee .

Past Roles

External Roles

Board Governance

• Independence: Board determined all non‑employee directors (including Greene) are independent under Nasdaq rules; audit and compensation committees composed entirely of independent members .
• Committee assignments: Audit Committee Chair; member of Compensation Committee; designated audit committee financial expert alongside Gary Winer .
• Nominations: Company has no standing nominating committee; Greene participates with other independent directors in director nominations per Nasdaq Rule 5605(e) .
• Board leadership: CEO and Chair roles separated; Scott T. Garrett is Chair of the Board; Hing C. Wong is CEO .
• Meetings and attendance: 2024—Board met 24 times; Audit Committee held 7 joint meetings; Compensation Committee met 4 times plus 1 joint meeting; each director attended at least 75% of meetings of the Board and committees on which they served .

Fixed Compensation

• Policy: Annual cash retainers—non‑employee directors $40,000; Audit Committee chair $50,000 (in lieu of $40k); Board chair $60,000 (in lieu of $40k). Paid quarterly, pro‑rated for partial quarters .
• Equity grants: Annual nonstatutory stock options to continuing directors with grant-date fair value (e.g., $10,570 in 2024), exercise price at 100% of fair market value at grant; vests by earlier of one year or next annual meeting; change‑in‑control fully accelerates vesting .
• Mix observation: 2024 cash represented the majority of Greene’s director pay, with options a smaller component based on the grant fair value .

Performance Compensation

Note: Company states option awards to non‑employee directors are time‑vested; no PSUs/TSR‑based metrics disclosed for directors .

Other Directorships & Interlocks

• Other public company directorships: Not disclosed for Greene in his proxy biography; roles outlined are executive/CFO positions rather than board seats .
• Compensation committee interlocks: None—no members served as officers of HCW in 2024; no reciprocal interlocks disclosed .

Expertise & Qualifications

• Audit committee financial expert designation under Item 407(d) of Regulation S‑K .
• Deep finance, accounting, and healthcare operations background; CPA (inactive) in Tennessee; B.S. in accounting (Carson‑Newman University) .

Equity Ownership

• Shares outstanding basis: 1,123,371 shares as of April 22, 2025; table reflects post‑reverse split figures and notes the 1‑for‑40 reverse stock split effective April 11, 2025 .
• Hedging/Pledging: Company policy prohibits hedging transactions and margin accounts; pledging requires Compliance Officer approval .
• Section 16 filings: Company states all directors and officers met filing requirements in 2024 .

Governance Assessment

• Positives
  • Independence, audit leadership, and “financial expert” designation support effective oversight of financial reporting and related‑party review .
  • High board activity in 2024 with directors meeting minimum attendance thresholds; separation of Chair/CEO roles aligns with best practices .
  • Director compensation modest and primarily cash; annual equity grants are small, time‑vested, and standard for alignment .
• Potential RED FLAGS / Watch‑items
  • Related‑party secured notes: Greene invested $25,000 in the Company’s senior secured notes alongside other insiders; although reviewed under the related‑party policy, insider financing can present perceived conflicts, particularly for an audit chair overseeing related‑party approvals .
  • Company risk context: Management disclosed substantial doubt regarding going concern as of March 31, 2025 absent additional funding; places higher importance on robust audit oversight and financing scrutiny by the audit committee chaired by Greene .
  • Ownership alignment: Greene’s beneficial ownership is <1%; while options and grants exist, low direct share ownership may be viewed as limited “skin‑in‑the‑game” relative to executives/major holders .

Appendix: Insider Financings and Investments (Director)