Matthew E. Korenberg

About Matthew E. Korenberg

Matthew E. Korenberg (age 50) is an independent director of Lifecore Biomedical (LFCR), appointed in August 2024. He is CFO of Palvella Therapeutics and previously served as President & COO and earlier CFO of Ligand Pharmaceuticals; he began his career as a Managing Director in healthcare investment banking at Goldman Sachs and holds a B.B.A. in Finance and Accounting from the University of Michigan . He brings deep finance, capital markets, and life sciences operating experience, and is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Role and independence: Independent director; the Board determined all directors other than the CEO are independent under Nasdaq rules .
• Committee assignments: Audit Committee Chair; members include Jason Aryeh, Katrina L. Houde, and Joshua E. Schechter. All four are independent, financially literate, and designated “audit committee financial experts.” The Audit Committee met 11 times in FY2025 .
• Attendance and engagement: The Board held 17 meetings in FY2025; each director attended at least 75% of all Board and applicable committee meetings. All serving directors attended the 2024 annual stockholder meeting (Nov 2024) .
• Leadership/structure: Non-executive Chair (Katrina L. Houde). Independent directors meet in executive session at each Board meeting and at least twice per year; the Chair presides and helps set agendas with the CEO .
• Cooperation agreements/board refresh: On June 28, 2024, LFCR entered cooperation agreements with affiliates of 22NW, Legion Partners, Wynnefield Capital, and with Matthew E. Korenberg and Jason Aryeh, under which (among other terms) Korenberg was appointed and nominated; voting commitments extend through the 2025 Annual Meeting/Oct 31, 2025 .

Fixed Compensation

• Director pay framework (FY2025):
  • Annual cash retainer: $50,000 for non-employee directors .
  • Additional retainers: Chair of Board $95,000; Audit/Comp/NomGov committee members $10,000/$10,000/$5,000; committee chairs $20,000/$20,000/$10,000 (chair retainer in lieu of member retainer) .
  • No meeting fees for normal Board/committees; a special committee (litigation/related-party) pays separate fees, but Korenberg is not listed as a member .
• Korenberg’s FY2025 director compensation (partial year, appointed Aug 15, 2024):

Performance Compensation

• Annual director equity: RSUs with fixed grant-date value of $150,000 for non-employee directors (granted after fiscal year-end historically). On July 8, 2024, 30,000 RSUs were granted to then-serving non-employee directors (not including Korenberg, who joined in August) with vesting at the earlier of July 8, 2025 or the first 2025 annual meeting date ≥50 weeks from grant .
• Korenberg’s grant and vesting:
  • Pro-rata RSU grant of 24,554 units (value $137,500) granted Aug 19, 2024 following his appointment; vesting aligned to the same schedule as the July 8 grants—earlier of July 8, 2025 or the first 2025 annual meeting date ≥50 weeks from July 8, 2024; these RSUs vested/settled on July 8, 2025 given annual meeting timing .

Note: Director RSUs are time-based; no director performance metrics are disclosed .

Other Directorships & Interlocks

• Cooperation agreement parties included Korenberg; this may signal closer ties with certain investor groups until Oct 31, 2025 (watch item) .

Expertise & Qualifications

• Financial and audit expertise: Audit Committee Chair at LFCR; designated “audit committee financial expert”; extensive CFO and public-company operating experience .
• Capital markets/M&A: Former Goldman Sachs Managing Director (biotech/pharma) .
• Life sciences domain: Executive roles at Ligand and Palvella; company-building experience via NeuroCircuit .
• Education: B.B.A. (Finance & Accounting), University of Michigan .

Equity Ownership

• Ownership guidelines (alignment): Directors expected to hold at least 3x annual cash retainer; five-year compliance window for new directors; must retain 50% of net shares until guideline met .
• Hedging/pledging: Company prohibits hedging and pledging by directors/officers ; insider trading policy also prohibits hedging transactions .

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair and “audit committee financial expert,” with significant CFO and investment banking credentials .
  • Good engagement: Board met 17 times in FY2025; each director ≥75% attendance; all directors attended 2024 annual meeting .
  • Alignment mechanisms: Robust stock ownership guidelines; hedging and pledging prohibited .
  • Shareholder support context: Prior say-on-pay (FY2024) had 99.1% approval, indicating broad investor alignment with compensation practices (context for overall governance climate) . At the Nov 7, 2024 meeting, say‑on‑pay passed with 23,645,284 for vs 163,003 against (41,099 abstain; broker non‑votes 7,498,295) .

• Watch items / RED FLAGS

  • Internal control and auditor turnover: BDO’s ICFR reports identified material weaknesses through FY2025; auditor changes from EY (through FY2023) → BDO (FY2024–FY2025) → KPMG appointed for transition/calendar 2025. Sustained ICFR weaknesses under the Audit Committee’s oversight elevate risk and scrutiny for the committee chair .
  • Litigation/activism backdrop: Ongoing litigation by 22NW (filed Dec 23, 2024) concerning prior financing/disclosures; discovery ongoing as of the proxy record date . Cooperation agreements with investor groups (including Korenberg and Aryeh as parties) govern board composition and voting commitments through the 2025 meeting/Oct 31, 2025; such constructs can influence perceived independence dynamics (monitor for potential conflicts) .
  • Capital structure/voting concentration: Series A Preferred voting rights and removal of conversion caps after the April 10, 2025 special meeting increased the potential voting power of preferred holders, potentially centralizing influence (board oversight and investor communications critical) .

• Director compensation reasonableness: Structure (cash retainer plus fixed-value RSUs) is standard; Korenberg’s partial-year total of ~$189k appears consistent with program and time served; equity is time-based (no performance windfalls) .

Key Reference Tables

Director compensation framework (program terms)

Korenberg – FY2025 director compensation (partial year)

Say-on-pay outcome (most recent disclosed votes)

Board/committee activity (FY2025)

Notes on Potential Conflicts and Related-Party Exposure

• Related-party transaction oversight resides with the Audit Committee, which administers the related-party transaction policy .
• A special committee (not including Korenberg) addresses certain litigation and related-party matters .
• No Korenberg-specific related-party transactions are disclosed in the cited proxies; continue to monitor future filings for updates. The cooperation agreements (to which he was a party) and the investor litigation context warrant ongoing diligence for real or perceived conflicts .

Summary Implications for Investors

• Korenberg adds substantial financial rigor as Audit Chair/audit expert, aligning with LFCR’s needs amid ICFR remediation and auditor transition .
• Equity ownership is still modest due to recent appointment, but policy design (ownership guidelines; anti-hedging/pledging) supports alignment over time .
• Activist agreements and the preferred-stock governance mechanics increase the importance of transparent audit, risk, and investor engagement processes under his committee leadership .