Adam Morgan

About Adam Morgan

Adam Morgan is Chairman of the Board at Heron Therapeutics and an independent director, serving on the Board since February 2023 and as Chair since April 2023 . He is Chief Investment Officer of Velan Capital Investment Management LP (since July 2020), with prior roles as Senior Analyst at Broadfin Capital, Iguana Healthcare Partners, and Pura Vida Investments, and as a Research Associate at Cowen . He holds a B.S. in Chemistry and an M.B.A. from the University of Minnesota; his age was reported as 45 in the 2024 proxy record .

Past Roles

External Roles

Board Governance

• Status: Independent director; Chairman of the Board since April 2023 . The Board determined all members other than the CEO are independent under Nasdaq rules .

• Attendance: Each director attended ≥75% of Board and committee meetings in 2024; four of seven directors attended the 2024 Annual Meeting . In 2023, each director also attended ≥75%; four of seven attended the Annual Meeting .

• Board/Committee activity (2024): Board met 6 times; Audit Committee met 4 times; Compensation Committee met 3 times; Governance Committee met 1 time .

• Committee assignments:

  Committee	2024	2025
  Audit	Not a member	Not a member
  Compensation	Not a member	Not a member
  Nominating & Corporate Governance	Member	Not a member

• Appointment context: Initially appointed pursuant to a Cooperation Agreement with Rubric Capital and Velan Capital regarding Board composition .

Fixed Compensation

• Program structure (non-employee directors; 2024):

  Cash Component	Amount (USD)
  Annual Board Retainer	$50,000
  Lead Independent Director Retainer	$25,000 (increase approved for 2025)
  Audit Chair / Member	$20,000 / $10,000
  Compensation Chair / Member	$15,000 / $7,500
  Governance Chair / Member	$10,000 / $5,000

• Adam Morgan – Director Compensation:

  Metric	2023	2024
  Fees Earned or Paid in Cash	$65,417	$80,000
  Stock Awards (grant-date fair value)	$102,273	$29,151
  Option Awards (grant-date fair value)	$377,840	$57,099
  Total	$545,530	$166,250

• Annual grant cap: Under the 2007 Plan, total annual director compensation (cash + equity grant-date value) capped at $750,000; $1,500,000 for initial year of Board service .

Performance Compensation

• Equity grant design (directors):

  Grant Type	Shares	Grant Date	Vesting
  Initial Option Award	227,272	For new directors; Adam joined in 2023	Monthly over 4 years
  Initial RSU Award	37,879	For new directors; Adam joined in 2023	Quarterly over 4 years
  Annual Option Award	83,685	Jan 19, 2024	Monthly over 1 year
  Annual RSU Award	13,948	Jan 19, 2024	Cliff vest after 1 year

• Notes:

  • Director equity is time-based; no disclosed performance metrics for director awards (contrast to NEOs where cash bonuses tied to corporate goals) .
  • Aggregate outstanding awards for Adam (as of 12/31/2024): 310,957 options outstanding; 35,255 unvested RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare investment and governance experience; Board concluded he should serve based on “extensive investment experience and operational background” and corporate governance expertise .
• Audit leadership experience as Audit Chair at Health Outlook .
• Educational credentials: B.S. in Chemistry; M.B.A., University of Minnesota .

Equity Ownership

• Beneficial ownership (as of April 21, 2025):

  Component	Amount
  Total beneficial ownership	7,643,427 shares (4.99% of class)
  Indirect through Velan Capital Master Fund LP	6,986,744 shares
  Pre-funded warrants (exercisable within 60 days)	605,974 shares
  Direct shares	32,888 shares
  Options exercisable within 60 days	15,454 shares
  RSUs vesting within 60 days	2,367 shares
  Additional pre-funded warrants (not exercisable within 60 days)	556,917 shares

• Outstanding awards snapshot (directors, as of 12/31/2024):

  Award Type	Adam Morgan
  Options outstanding	310,957 shares
  Unvested RSUs outstanding	35,255 shares

• Policy signals:

  • Insider Trading Policy prohibits hedging, short sales, and derivatives by insiders (including directors) .

Governance Assessment

• Strengths:

  • Independent Chairman; formal independence under Nasdaq rules supports robust Board oversight .
  • Consistent attendance at or above 75% threshold; Board and committees met regularly in 2024 .
  • Director pay structure modest and aligned with market, reviewed by independent consultant (Compensia) with no conflicts; peer benchmarking used .
  • Insider trading policy prohibits hedging/derivatives, bolstering alignment .

• Potential conflicts and monitoring points:

  • RED FLAG: Significant beneficial stake via Velan Capital Master Fund LP and pre-funded warrants (4.99% ownership), plus initial appointment pursuant to a Cooperation Agreement—activist influence can present conflicts in related-party contexts; monitor any transactions or decisions that could benefit Velan funds disproportionately .
  • Committee roles: Not serving on standing committees in 2025 (previously a Governance Committee member in 2024)—ensure adequate independent committee oversight separate from Board Chair role .
  • Related-party oversight: Audit Committee “approved related-party transactions, if any” in 2024; no specific director-related transactions disclosed, but ongoing vigilance warranted given fund affiliations .

• Additional signals:

  • Director compensation capped under the equity plan ($750k; $1.5m initial year), limiting pay inflation risk .
  • No tax gross-ups for parachute payments or deferred comp; governance-friendly posture (applies to executives and directors with significant equity) .