Stephen Sabba

About Stephen L. Sabba, M.D.

Independent director since 2008 (age 65). Audit Committee Chair and designated “audit committee financial expert.” Background includes leading BioPharma Analyst and Fund Manager at Knott Partners, prior Partner/Director of Research at Kilkenny Capital, Director of Research at Sturza’s Medical Research, and earlier medical practice as a gastroenterologist/internist. Education: M.D. (NYU School of Medicine) and B.S. with honors (Cornell) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Dr. Gray, Mr. Haas, Dr. Zimmermann, Dr. Sabba (Chair). Audit met two in-person and four videoconference meetings in 2024; all audit members independent and financially literate; Sabba qualifies as an “audit committee financial expert” .
• Independence: Board determined all directors except CEO Todd Davis are independent; independent directors hold two or more executive sessions per year .
• Attendance: In 2024 the Board held two in-person and four videoconference meetings; each incumbent director attended all Board and applicable committee meetings during periods served .
• Board leadership: CEO and Chair roles separated to balance oversight .
• Annual meeting voting (signal of support): 2025 election results for Sabba received 15,789,883 “For” votes; say‑on‑pay advisory passed (15,576,200 “For”) . 2024 say‑on‑pay support ~86% approval reported in proxy summary .

Fixed Compensation

Policy elements (non-employee directors):

• Annual cash retainer: $42,000 (as of 2024/2025); no meeting fees; Chair of the Board +$35,000; committee retainers: Audit Chair $20,000; Audit Member $10,000; HCM & Compensation Chair $15,000; Member $7,500; Nominating/Governance Chair $10,000; Member $5,000 .

Individual cash fees earned:

Notes:

• Sabba’s FY24 cash likely reflects $42,000 base + $20,000 Audit Chair .

Performance Compensation

Policy and grants (non-employee directors):

• Equity policy (pre-3/31/2025): Initial grant target $145,000 RSUs + $280,000 options; annual grant target $105,000 RSUs + $210,000 options (raised from $85,000 RSUs + $175,000 options on 4/17/2024) .
• Equity policy (effective 4/22/2025): Initial grant target $168,000 RSUs + $337,000 options; annual grant target $125,000 RSUs + $250,000 options .
• Vesting: Initial awards vest in three equal annual installments; annual awards vest in full on earlier of next annual meeting or first anniversary; all awards vest upon change in control, hostile takeover, death or permanent disability .

Individual equity values (grant-date fair value):

Performance metrics tied to director equity: None (director RSUs/options are time‑based, not performance‑based) .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; deep capital markets and accounting experience .
• Biopharma industry domain expertise and medical training (M.D., gastroenterology) .
• Financial/accounting skills reflected in Board skills matrix (financial/accounting marked across multiple directors incl. Sabba) .

Equity Ownership

Beneficial ownership (as of proxy record dates):

Outstanding awards at year-end:

Ownership alignment:

• Director ownership guideline: ≥3x annual cash retainer after three years; all non‑employee directors in compliance as of proxy date .

Hedging/pledging:

• Insider trading policy prohibits purchase/writing of puts/calls and disallows hedging under 10b5‑1 plans; aside from these prohibitions, no additional hedging policies maintained (considered weaker stance than full hedging ban) .
• No pledging of shares disclosed for Sabba in proxy ownership tables .

Governance Assessment

Strengths

• Independent director; high attendance; Audit Chair with financial expert designation supports strong oversight of financial reporting and controls .
• Clear committee workload; cash fees are modest; equity grants align with market and workload, with vesting rules that encourage continuity and long‑term alignment .
• Ownership guideline compliance and meaningful personal holdings indicate skin‑in‑the‑game .

Watch items / red flags

• One late Section 16(a) Form 4 filing noted for Mr. Sabba (administrative compliance lapse; typically minor but track for recurrence) .
• Hedging policy does not include a full prohibition beyond options/10b5‑1 provisions (“no other policies regarding hedging”), which is weaker than best‑practice hedging bans; consider engaging on enhancing hedging restrictions for directors .
• Director equity awards are time‑based (no performance‑conditioned director awards), which is common but offers limited performance linkage; investors may prefer equity deferral/holding periods or clearer post‑vest holding policies .

Shareholder feedback signals

• Strong support: 2024 say‑on‑pay received ~86% approval; 2025 say‑on‑pay passed with 15,576,200 “For” votes versus 1,183,843 “Against” .

Committee composition/quality

• Audit Committee met six times (two in‑person, four via video) in 2024; independence confirmed; Sabba signed Audit Committee report as Chair, evidencing active oversight engagement .

Director compensation trend (context)

• YOY increase in equity grant fair values and slight decrease in cash fees reflects policy updates and market benchmarking; 2025 policy lifted annual equity targets recognizing above‑average director workload .

Executive sessions and leadership

• Independent directors hold at least two executive sessions annually; board leadership separation supports effective checks and balances .