Michael Purcell
Hepion PharmaceuticalsAbout Michael Purcell
Michael Purcell (age 68) is an independent director of Hepion Pharmaceuticals and chair of its Audit Committee. He joined the board in March 2024, is a certified public accountant, and previously spent 36+ years at Deloitte as an audit partner and Philadelphia office leader for middle-market and growth enterprise services. He holds a bachelor’s degree from Lehigh University and an MBA from Drexel University, and is recognized by Hepion’s board as the audit committee financial expert. His independence status is affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Philadelphia office leader (middle-market & growth enterprise services) | 36+ years; retired 2015 | Led audit practices; deep financial reporting oversight |
| Tabula Rasa HealthCare, Inc. | Chairman of the Board; Director; Audit Committee Chair | 2018–2023 | Board leadership; audit oversight |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| International Money Express, Inc. | Lead Independent Director | Current | Board leadership; independence |
| CFG Bank | Director; Audit Committee Member | Current | Financial oversight |
| Hyperion Bank | Director; Audit Committee Member | Current | Financial oversight |
| Various for-profit and non-profit entities | Director | Current | Board service |
| American Institute of Certified Public Accountants; Pennsylvania Institute of CPAs (Philadelphia Chapter) | Member; Former President (Philadelphia Chapter) | Ongoing; prior | Professional standards leadership |
Board Governance
- Committee assignments: Audit Committee (Chair), Compensation Committee (Member), Corporate Governance/Nominating Committee (Member); charters posted on Hepion’s investor website.
- Independence: Board determined Mr. Purcell is independent under Nasdaq Listing Rule 5605(a)(2); all members of the Audit and Compensation Committees are independent.
- Audit Committee Financial Expert: Mr. Purcell designated as the audit committee financial expert.
- Attendance and engagement: In 2024, Board met 26 times; Audit Committee met 7 times; Compensation Committee met 2 times; Corporate Governance/Nominating Committee met 0 times; all directors and committee members attended 100% of meetings.
- Risk oversight: Board oversees risk through committees; interim CEO engages frequently with board on strategy and challenges.
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure for members.
- Family relationships: None among directors and executive officers.
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $59,563 | Non-employee director cash fees for board and committee service |
Performance Compensation
| Year | Equity Award Type | Grant-Date Fair Value (USD) | Shares/Units | Vesting / Terms |
|---|---|---|---|---|
| 2024 | RSUs (non-employee director grant) | $114,500 | 1,000 RSUs | RSUs currently unvested; vest upon change of control |
- Mix: 2024 total director compensation $174,063 (cash $59,563; equity $114,500), indicating a majority equity component aligned to shareholder value.
- Observations: Director RSUs vest upon change of control, which is a single-trigger feature; some investors prefer double-trigger structures for change-of-control equity vesting. Monitor for alignment and potential entrenchment signals.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| International Money Express, Inc. | Lead Independent Director | No disclosed compensation committee interlocks with Hepion |
| CFG Bank; Hyperion Bank | Director; Audit Committee Member | Banking sector oversight expertise |
| Tabula Rasa HealthCare, Inc. | Former Chair; Audit Chair (2018–2023) | Prior public company governance exposure |
Compensation Committee Interlocks and Insider Participation: None during 2024 for Hepion; no Item 407(e)(4) interlocks.
Expertise & Qualifications
- CPA with extensive public accounting experience; audit partner background and leadership of Deloitte’s Philadelphia middle-market practice.
- Designated Audit Committee financial expert; deep financial reporting and audit oversight capability.
- Board leadership across financial services and healthcare; prior chair and audit chair roles.
- Education: BS (Lehigh University), MBA (Drexel University).
- Professional leadership: AICPA member; former President, Philadelphia Chapter of Pennsylvania Institute of CPAs.
Equity Ownership
| Holder | Beneficially Owned Shares/Units | Instrument | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Michael Purcell | 1,000 | RSUs (unvested) | <1% | RSUs vest upon change of control; shares outstanding at record date: 10,927,276 |
- Section 16(a) compliance: Directors and executives complied with ownership reporting requirements for FY2024.
- Pledging/hedging: No pledging disclosures identified for Mr. Purcell in the proxy excerpts; continue monitoring company policies and future filings.
Governance Assessment
- Strengths
- Independence and strong financial oversight: Audit Chair and financial expert designation strengthen board effectiveness in controls and reporting.
- High engagement: 100% attendance across board and committees during a high-frequency meeting year.
- No compensation committee interlocks or related-party disclosures for Mr. Purcell’s committee service.
- Watch items / RED FLAGS
- Single-trigger change-of-control vesting on director RSUs may reduce at-risk alignment versus service-based vesting; assess rationale in future proxies and whether terms evolve to double-trigger.
- Net view
- Purcell’s credentials and committee leadership likely enhance audit quality and investor confidence, with majority equity-based director compensation promoting alignment; continue monitoring change-of-control vesting terms and any future related-party transactions or interlocks.
Appendix: Meeting & Proposal Context
- Annual Meeting scheduled June 12, 2025; board recommends “FOR” election of directors (including Purcell) and advisory say-on-pay.