Herman Sanchez
About Herman Sanchez
Herman Sanchez (age 50) is an independent Class III director of Harvard Apparatus Regenerative Technology, Inc. (HRGN), serving on the Board since January 19, 2021; he is a member of the Audit Committee and the Governance Committee . He is a Senior Partner helping run Trinity Life Sciences’ strategy consulting business, with 20+ years in life sciences covering randomized trials, clinical administration optimization, and product strategy across multiple therapeutic areas; he holds an MBA from the Tuck School of Business at Dartmouth and a BA in Psychology from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Life Sciences | Senior Partner; helps run strategy consulting business | Joined over a decade ago (exact year not disclosed) | Supports strategic decision-making across product lifecycle; extensive work across oncology, rare diseases, cell therapies, cardiovascular, diabetes, neurology, orthopedic, renal |
| Various life sciences institutions | Researcher/Operator (randomized trials; clinical administration optimization) | 20+ years in life sciences (aggregate) | Published in peer-reviewed journals on renal disease, adherence, minority recruiting, behavioral health |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in past five years |
| Prior public company boards (past 5 years) | None disclosed |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined seven directors (all except CEO) are independent under Nasdaq rules; Sanchez is included in this group . |
| Committees | Audit Committee (member); Governance Committee (member) . |
| Committee composition | Audit (Packard—Chair; Shmerling; Sanchez) — entirely independent; 4 meetings in 2024 . Governance (Chen—Chair; Sanchez) — entirely independent; acted by written consent in 2024 . |
| Board structure | CEO is also Chairman; Vice Chairman is Jason Chen; non-employee directors meet regularly in executive session . |
| Attendance | Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors in office attended the 2024 annual meeting (virtually/telephonically) . |
| Governance changes on ballot | Board seeking declassification (annual elections phased in by 2028) and special meeting rights at 35% ownership with 1‑year holding for proponents . |
Fixed Compensation
| Year | Cash Retainer | Meeting Fees | Committee Chair/Member Fees | Equity (Options) | Total |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | Not separately paid (equity in lieu of cash) | $45,000 grant-date fair value; vests quarterly over one year | $45,000 |
- Non-employee director policy: initial option grant value $25,000; annual equity in lieu of cash ($20,000 options) plus an additional $25,000 option grant after the annual meeting; both vest quarterly over one year .
- Conditional policy amendment (if ≥$10M private placement including common stock): initial and annual option grants sized in shares—30,000 for Board Chair or Audit Chair, 20,000 for other directors; vest quarterly over one year .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-based equity | No director performance metrics disclosed; director compensation delivered as time-vested stock options . |
| Vesting schedules | Director option awards vest in full in quarterly increments over one year from grant date . |
| Clawbacks/hedging | Anti-hedging policy prohibits options, derivatives, and hedging; directors and officers prohibited from short sales . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks with competitors/suppliers/customers | None disclosed in proxy . |
| Compensation consultant conflicts | Compensation Committee empowered to retain/assess advisor independence; no specific consultant or conflicts disclosed . |
Expertise & Qualifications
- Life sciences strategy expert with deep therapeutic breadth; published in peer-reviewed journals on clinical/behavioral health topics .
- MBA, Tuck School of Business (Dartmouth); BA, Psychology (Harvard) .
- Audit Committee experience; Board-level governance experience .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (shares) | 97,161 (comprised of options exercisable within 60 days as of April 21, 2025) . |
| % of outstanding | <1% (“*” as disclosed) . |
| Aggregate director options outstanding (as of 12/31/2024) | 99,712 options . |
| Common stock directly owned | Not disclosed for Sanchez; beneficial line item for Sanchez is comprised of exercisable options . |
| Pledged shares | No pledging disclosure; company anti-hedging policy in place . |
| Ownership guidelines | Not disclosed for directors . |
Insider Trades and Compliance
| Date/Item | Detail |
|---|---|
| Section 16(a) timeliness | “Independent board members’” Form 4 reporting the June 27, 2024 option grant was filed July 15, 2024 (late). Individual names not specified; includes independent directors as a group . |
Related-Party Exposure
- No related-person transaction involving Sanchez disclosed. The only 2024 related-party item disclosed was a $500,000 bridge loan from the CEO (Junli He) to the company, fully repaid with $22,889 interest on August 29, 2024; Audit Committee oversees related-party reviews .
Governance Assessment
-
Strengths
- Independent director with domain expertise in life sciences; sits on Audit and Governance committees; Audit Committee entirely independent and active (4 meetings in 2024) .
- Attendance thresholds met (≥75% for all directors); Board held 13 meetings; executive sessions held regularly without management .
- Anti-hedging and insider trading policies in place; Audit Committee pre-approves auditor services; rotation and independence practices described .
- Shareholder-aligned governance enhancements on ballot (declassification; 35% special meeting right with one-year hold) signal responsiveness to investor preferences .
-
Watch items / potential red flags
- Director pay fully in options (no cash) concentrates compensation in a single instrument; while equity aligns incentives, absence of cash fees may not reflect workload differentiation (e.g., committee chairs), though a conditional policy amendment introduces share-sized grants including higher amounts for Chairs if financing triggers are met .
- Minor Section 16 filing delay noted for independent directors on a 2024 grant (filed July 15, 2024 for June 27, 2024 grant), a modest compliance blemish to monitor for recurrence .
- CEO serves as Chair; while non-employee directors meet in executive session and a Vice Chairman role exists, there is no designated Lead Independent Director disclosed, placing more weight on committee oversight and executive sessions for independent board leadership .
-
Alignment
- Sanchez’s beneficial ownership is primarily via options; total beneficial ownership <1%, with 97,161 options exercisable within 60 days and 99,712 aggregate options outstanding as of year-end, suggesting incentives are equity-linked but concentrated in options rather than outright stock; no pledging disclosed and hedging prohibited .
Overall: Sanchez brings relevant sector expertise and serves on key oversight committees with satisfactory attendance and independence. Equity-only director compensation, combined Chair/CEO roles (without a disclosed Lead Independent Director), and a minor Section 16 timeliness issue are notable watch points; pending governance proposals (declassification and special-meeting rights) are constructive for investor confidence .