Joshua Hare
About Joshua Hare
Joshua M. Hare, M.D., age 63, is Co-Founder, Chief Science Officer (CSO), Chairman, and Director of Longeveron Inc., serving on the Board and as CSO since 2014; he is double-boarded in Cardiology and Advanced Heart Failure/Transplantation and founded the Interdisciplinary Stem Cell Institute at the University of Miami (UM) Miller School of Medicine . He has secured over $25 million in NIH funding for cell therapy research over 15 years and is an elected member/fellow of leading medical societies and the National Academy of Inventors; education includes a B.A. (University of Pennsylvania), M.D. (Johns Hopkins), fellowships at Johns Hopkins and Brigham and Women’s, and research fellowship at Harvard Medical School . Longeveron licensed his cell production technologies from UM, and he also co-founded Vestion, Inc. and Heart Genomics, LLC; governance-wise, he is not independent and holds combined Chair/CSO roles, with no Lead Independent Director, which the Board believes provides strategic benefits but concentrates leadership . Company- and tenure-specific TSR/revenue/EBITDA performance metrics were not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Longeveron Inc. | Co-Founder, CSO, Chairman, Director | 2014–present | Licensed UM cell production technology; scientific leadership shaping clinical programs |
| UM Interdisciplinary Stem Cell Institute | Founding Director | Not disclosed | Led cell therapy research; >$25M NIH funding over 15 years |
| Vestion, Inc. | Co-Founder | Not disclosed | Holds cardio-related IP |
| Heart Genomics, LLC | Co-Founder | Not disclosed | Holds cardio-related IP |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Association of Physicians; American Society for Clinical Investigation | Elected Member | Not disclosed | Peer recognition; network and influence in clinical research |
| American Heart Association | Elected Fellow; leadership roles | Not disclosed | Leadership in cardiovascular science/policy |
| National Academy of Inventors | Elected Member | Not disclosed | Recognition for innovation/commercialization |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| CSO Consulting Fees | 265,000 | Under 2014 consulting agreement; deferred to 2027 per deferred comp plan |
| Director Cash Fees | 57,500 | Annual retainers per director program |
| Health/Other CSO Compensation | Included in $543,122 “All Other Compensation” total for 2024 director line, which comprises CSO consulting, 2024 incentive, and stock/option awards; Bahamas trial treatment valued at $14,000 is included |
Performance Compensation
| Metric/Instrument | Grant/Period | Target/Actual | Payout/Value | Vesting |
|---|---|---|---|---|
| 2024 CSO Performance Bonus (Executive Incentive Plan) | FY 2024 | Plan uses measurable corporate and individual performance (e.g., total revenue and non-GAAP opex); 2024 company awards paid at target | $131,175; elected as options to purchase 184,878 shares (awarded 4/11/2025) | Fully cliff vests on 7/1/2025, contingent on shareholder approval of plan share increase |
| Cash-to-Equity Program Elections | Ongoing (re-authorized April 2025) | Allows up to 80% cash comp conversion; premium valuation 125%–200% | RSUs: fully vested at grant; Options: fully exercisable at grant; Black-Scholes multiplier applied | Subject to Plan share availability; insider trading policy applies |
| RSUs for Accrued Expenses | Accounted 11/16/2022; Issued 5/24/2023 | n/a | 48,140 RSUs (~$0.2M) issued for accrued under CSO Agreement | Issued as settlement; vesting not specified in 2025 proxy |
Equity Ownership & Alignment
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Total Voting Power % | Total Common Stock % | Notes |
|---|---|---|---|---|---|---|---|
| Joshua M. Hare, M.D. | 407,256 (incl. 148,936 warrants exercisable ≤60 days, and 533 via affiliate) | 3.01% | 462,808 | 31.19% | 28.07% (includes voting power over ex-spouse’s 298,483 Class B via Voting Agreement; no dispositive power) | 5.80% | None of listed shares pledged; Class B carries 5 votes/share |
| Unvested Director Awards (12/31/2024) | — | — | — | — | — | — | Unvested stock awards: 0; Unvested option awards: 1,150 |
- Insider hedging and pledging are prohibited by policy (short sales, options, collars, margin accounts, pledging) unless explicitly approved; trades require pre-clearance for designated insiders .
Employment Terms
| Term | Detail |
|---|---|
| Agreement & Term | CSO consulting agreement effective Nov 2014; initial 10-year term ended Nov 22, 2024; automatic 4-year renewals thereafter; currently operating month-to-month pending new agreement |
| Base Fees | Initial annual fee structure $265,000; eligible for incentive programs |
| Monthly Arrangement (Interim) | Elects $10,000/month in cash plus $10,000/month via options (plus accrued 2024 fees via options) with Black-Scholes premium; grants quarterly at FMV; vesting contingent on sufficient Plan shares (stockholder approval as needed) |
| Deferred Compensation | 2024 consulting fees ($265,000) deferred to lump-sum in Feb 2027; 2025 consulting/incentive in excess of $240,000 deferred to 2027; Company adopted NQDC Plan in April 2025 with deferral, investment, and distribution elections |
| Severance (No Cause) | Lump sum equal to unpaid fees through termination date plus fees through end of Term, plus expenses |
| Resignation for Good Reason | Lump sum equal to unpaid fees through termination plus fees through end of Term plus additional three years with 10% annual increases, plus expenses; subject to release, 12-month non-solicit and non-compete |
| Non-Compete/Non-Solicit | Non-compete during association and for 2 years thereafter; non-solicit for 12 months; confidentiality, inventions, non-disparagement |
| Change-in-Control | Plan provides awards may automatically become fully vested upon a Change in Control (single-trigger vesting under Plan) |
| University of Miami Employment | Agreement acknowledges UM employment and external consulting roles; subject to UM policies |
Board Governance
- Board Service: Hare is Chairman (combined Chair/CSO) and Class III director; Board had 8 directors in 2025; his term as Class III director ends at 2027 annual meeting .
- Committee Roles: Member of Science & Strategy Committee; committee advises Board/management on scientific direction; no meetings in 2024 (newly formed) .
- Independence: Not independent (alongside Soffer and Hashad); majority of Board is independent; no Lead Independent Director .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Leadership Structure: Combined Chairman and CSO role; Board cites benefits in scientific oversight/strategy but acknowledges concentrated leadership; no Lead Independent Director .
Director Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | 57,500 | Retainers per role/committee |
| Stock Awards (RSUs) | 39,771 | Board grants (standard onboarding/annual RSUs schedule) |
| Option Awards | — | No director stock options granted in 2024 |
| All Other Compensation | 543,122 | Includes CSO consulting ($265,000), estimated 2024 incentive comp ($119,250), stock/option awards tied to consulting ($144,872), Bahamas trial treatment ($14,000) |
| Total | 640,393 | — |
- Director Retainers (2024 changes mid-year): Base $45,000; Chairman add’l $20,000; Committee chair retainers (Audit $15,000; Compensation $12,000; Nominating & Governance $10,000; Science & Strategy $7,500); committee member retainers (Audit $8,000; Compensation $6,000; Nominating & Governance $5,500; Science & Strategy $5,000). Annual director equity grants 8,000 RSUs post annual meeting; onboarding grants 16,000 RSUs; directors eligible for Cash-to-Equity Program since May 2024 .
Related Party Transactions
- CSO Consulting Agreement: Terms above; 2022 RSUs issued 5/24/2023 for accrued amounts; accrued balances to Hare ~$0.3M at 12/31/2024 .
- JMHMD License: Exclusive license with JMHMD Holdings, LLC (affiliate of Hare) for CD271+ cell therapy technology; 1% royalty on net sales and 10% of sub-licensee net sales; term through patent expiry or 20 years after FDA approval of last product; no license fees due in 2023–2024 .
- Capital Markets Participation: In April 2024 offering, Hare purchased ~$350,000 in Class A shares with common warrants exercisable for 148,396 shares at $2.35; value ~$348,731 if exercised at strike .
- Indemnification: Company indemnification agreements with directors/officers per Delaware law .
- Related Party Policy: Board-adopted policy for related person transactions; capital markets participation transactions approved per policy .
Risk Indicators & Red Flags
- Hedging/Pledging: Insider trading policy broadly prohibits hedging, short sales, pledged securities, margin accounts, and public options; trades by designated insiders require pre-clearance and are restricted during blackout periods .
- Concentrated Control: Hare’s voting power is 28.07% including voting rights over ex-spouse’s Class B shares via Voting Agreement; Class B carries 5 votes/share, magnifying voting influence .
- Combined Roles/No Lead Independent Director: Governance concentration as Chair/CSO; no Lead Independent Director .
- Going Concern: Auditor reports for FY23 and FY24 included explanatory paragraphs regarding going concern uncertainty (Marcum); auditor change to CBIZ in March 2025 .
Compensation Committee Analysis
- Committee Composition/Independence: Compensation Committee chaired by Ungaro; members Baluch and Kender; all independent/non-employee directors .
- Program Design: Mix of base, discretionary annual bonus, equity awards; bonus tied to measurable corporate/individual objectives (e.g., total revenue and non-GAAP operating expense); equity awards vest over multi-year schedules; 2024 performance awards paid at target .
- Consultant: Engaged Compensation Advisory Partners in 2024 for benchmarking and program structure .
- Equity Plan Capacity/Dilution: As of 4/21/2025, total options outstanding 121,186 (WAVG strike $15.09; 3.5 years remaining), RSUs outstanding 649,940 (unvested), shares available for grant 243,903; proposal seeks +4,000,000 shares (total Plan 8,097,860); total common shares outstanding 15,009,306 .
Investment Implications
- Alignment: Hare’s sizable voting power and beneficial ownership (including Class B multiplier) indicate strong influence; none of his reported holdings are pledged, and corporate policy restricts hedging—favorable for alignment .
- Near-Term Vesting/Liquidity: The 184,878 options tied to the 2024 CSO performance bonus fully cliff vest on July 1, 2025 (subject to shareholder approval of Plan share increase), increasing potential insider share liquidity; Cash-to-Equity Program options are fully exercisable at grant .
- Retention Economics: Good Reason provisions provide substantial lump-sum and extended pay (three additional years with 10% annual increases), plus non-compete/non-solicit terms, which reduce near-term departure risk but increase severance exposure; Plan provides single-trigger vesting upon Change in Control, which can amplify payout sensitivity in M&A scenarios .
- Governance Concentration: Combined Chair/CSO role and lack of a Lead Independent Director present oversight concentration risks, partially offset by a majority-independent Board and active committees (including Science & Strategy) .