Rock Soffer
About Rock Soffer
Rock Soffer, age 43, has served on Longeveron’s Board since March 2020. He is President, Special Project Division at Turnberry Associates, overseeing leasing, asset acquisitions, zoning/site approvals, and specialty developments, including a major Aventura retail redevelopment and the Miami Beach Convention Center hotel referendum . The Board classifies him as a Class I director; he was re-elected in June 2025 for a term ending at the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turnberry Associates | President, Special Project Division | Not disclosed | Oversaw complex financing, development projects (Aventura retail, Miami Beach Convention Center hotel referendum) |
External Roles
| Organization | Role |
|---|---|
| AYITI Community Trust | Board member |
| Institute of Contemporary Art, Miami | Board member |
Board Governance
- Director class and tenure: Class I director; elected in March 2020; re-nominated in 2025 and re-elected on June 13, 2025 (For: 8,721,836; Withheld: 356,027; Broker Non-Vote: 5,459,478) .
- Independence: The Board determined Mr. Soffer is not independent under Nasdaq/SEC standards .
- Committees: Not listed as a current member of Audit, Compensation, Nominating & Corporate Governance, or Science & Strategy committees (2024–2025). Current committee members are: Audit—Baluch (Chair), Kender, Motwani ; Compensation—Ungaro (Chair), Baluch, Kender ; Nominating—Hajjar (Chair), Motwani, Ungaro ; Science & Strategy—Hajjar (Chair), Hare, Kender . Previously served on the Finance Committee (2022–2024) .
- Attendance: Board held nine meetings in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Executive sessions & leadership: Board has combined Chairman/CSO role and no lead independent director; majority independent board .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $42,500 | $43,750 |
| Committee fee schedule (program detail) | Chair: Audit $15k; Comp $10k; Nominating $8k; Finance $7.5k. Member: Audit $7.5k; Comp $5k; Nominating $4.5k; Finance $7.5k; Annual retainer $35k | From Jul 1, 2024: Chair: Audit $15k; Comp $12k; Nominating $10k; Science & Strategy $7.5k. Member: Audit $8k; Comp $6k; Nominating $5.5k; Science & Strategy $5k; Annual retainer $45k |
| Total cash retainer program context | See program above | See program above |
Notes:
- Directors became eligible for a Cash-to-Equity program in May 2024 (elect up to 80% cash comp as RSUs or options at 125–200% premium valuation) .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards ($) | $1,313 (onboarding RSUs for certain directors in 2023; Mr. Soffer’s table shows $1,313) | $57,810 (Board RSU awards on Aug 15, 2024) |
| Option awards ($) | $1,313 (annual stock option grant ~1,200 shares in Dec 2023) | $0 (no options granted to directors in 2024) |
| Unvested RSUs outstanding (12/31) | Not disclosed | 7,333 |
| Unvested option awards outstanding (12/31) | Not disclosed | 1,150 |
Performance metrics: No director PSUs, TSR-linked awards, or performance metric targets disclosed; director equity grants are time-based RSUs (annual 8,000 RSUs post-AGM; 2024 onboarding grants 16,000 RSUs for new directors) .
Other Directorships & Interlocks
| Company/Institution | Type | Role |
|---|---|---|
| AYITI Community Trust | Non-profit | Board member |
| Institute of Contemporary Art, Miami | Non-profit | Board member |
- No other public company directorships disclosed in the proxy .
Expertise & Qualifications
- Development/operations: Manages complex real estate development, financing, and zoning/site approvals (Turnberry) .
- Large-project execution: Led redevelopment of ~200,000 sq ft lifestyle center and Miami Beach Convention Center hotel referendum .
Equity Ownership
| Metric | As of May 16, 2024 | As of Apr 21, 2025 |
|---|---|---|
| Class A Common shares | 305,897 | 323,822 |
| Class B Common shares | 41,010 | 41,010 |
| Warrants exercisable within 60 days | 138,298 | 138,298 |
| Options exercisable within 60 days | 125 | Not specified in 2025 table |
| % of Class A | 6.29% (post 1:10 reverse split; table % for Class A) | 2.39% |
| % of Class B | 2.76% | 2.76% |
| % of total common stock beneficially owned | 5.46% | 2.43% |
| Pledged shares | None—“none of the shares listed are pledged” | None—“none of the shares listed are pledged” |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | Sale (S) | 10,000 | 1.30 | 220,034 | |
| 2025-07-17 | 2025-07-15 | Award/Grant (A) | 17,000 | 0.00 | 226,034 |
Context:
- Participated in the Company’s April 8, 2024 public offering (~$325,000 of Class A and accompanying common warrants; warrants for up to 138,298 shares at $2.35, expiring April 10, 2029) .
Fixed Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | Prorated $35,000 (H1), then $45,000 from July 1 |
| Committee chair/member retainers | Chair: Audit $15k; Comp $12k; Nominating $10k; Science & Strategy $7.5k; Member: Audit $8k; Comp $6k; Nominating $5.5k; Science & Strategy $5k |
| Fees earned (Mr. Soffer) | $43,750 |
Performance Compensation (Detail)
| Component | 2024 Amount / Grant |
|---|---|
| Annual RSU grant (directors) | 8,000 RSUs post-AGM (time-based vesting) |
| 2024 RSU award (Mr. Soffer) | $57,810 grant-date fair value (Aug 15, 2024) |
| Options (directors) | None granted in 2024 |
Governance Assessment
-
Alignment/positives:
- Meaningful beneficial ownership with additional in-the-money warrants; no pledging disclosed .
- Participated in 2024 capital raise at market terms, signaling support for financing strategy .
- Regular re-election with strong shareholder support in 2025 (8.72M For; 0.36M Withheld) .
-
Risks/RED FLAGS:
- Non-independent director status .
- Board has combined Chairman/CSO role and no lead independent director, elevating governance risk; oversight mitigated by majority independent committees but still a structural concern .
- No performance-based director equity metrics (PSUs/TSR); director equity awarded as time-based RSUs .
-
Engagement:
- Board attendance ≥75% in 2024—meets minimum engagement threshold .
- Not currently seated on key oversight committees (Audit/Comp/Nominating), reducing direct committee-level governance influence (was previously on Finance Committee) .
-
Related-party considerations:
- No related-party transactions disclosed involving Mr. Soffer beyond pro-rata participation in the April 2024 public offering (approved under the Company’s related-party policy) .