Jeffrey Fink
LipocineAbout Jeffrey A. Fink
Jeffrey A. Fink, age 67, has served as an independent director of Lipocine (LPCN) since January 2014. He is Managing Director of Gambel Oaks Advisors (since 2010) and previously led healthcare investment banking at Robert W. Baird & Co. until retiring in 2007; prior roles include partner in the Healthcare Group at Dresdner Kleinwort Wasserstein and head of M&A for Prudential Vector Healthcare. He holds a B.A. in Economics (cum laude) from Kalamazoo College and an M.B.A. in Finance (with distinction) from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Baird & Co. | Head of Healthcare Investment Banking | Until 2007 | Led U.S./Europe financing and strategic advisory for life sciences |
| Dresdner Kleinwort Wasserstein | Partner, Healthcare Group | Not disclosed | Investment banking advisory for life sciences |
| Prudential Vector Healthcare | Head of M&A | Not disclosed | Biotechnology and life sciences M&A leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gambel Oaks Advisors | Managing Director | Since 2010 | Strategic and financial advisory focused on life sciences |
Board Governance
- Independence: The Board identifies Mr. Fink as an independent director .
- Committee Assignments: Audit Committee Chair and designated “audit committee financial expert”; Compensation Committee member .
- Committee Activity: Audit Committee held 5 meetings in FY2024; Compensation Committee held 2 meetings in FY2024 .
- Board Attendance: Board held 6 meetings in 2024; each incumbent director attended more than 75% of Board and committee meetings .
- Election Results (June 4, 2025): Fink received 943,726 For, 141,841 Withheld, 1,826,818 Broker Non-Vote .
- Audit Quality Signals: Audit Committee pre-approves all auditor services; no non-audit fees in 2024 or 2023 . Related person transactions are reviewed/approved by the Audit Committee .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 79,000 | - | 9,723 | - | 88,723 |
| 2025 Non-Employee Director Compensation Structure | Amount ($) | Notes |
|---|---|---|
| Annual retainer (cash) | 55,000 | Board of Directors determination for FY2025 |
| Audit Committee membership fee | 7,500 | Per member |
| Compensation Committee membership fee | 7,500 | Per member |
| Audit Committee Chair fee | 16,500 | Chair premium |
| Compensation Committee Chair fee | 12,500 | Chair premium |
| Lead Independent Director fee | 30,000 | Additional retainer |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Stock options (annual director grant) | June 7, 2024 | 1,764 | 9,723 (ASC 718) | Fair value per Black-Scholes; specific director vesting terms not disclosed |
| Stock awards (RSUs) | 2024 | — | — | No stock awards to directors disclosed for 2024 |
| Expected 2025 director option grant | Post-Annual Meeting | 1,764 | Not disclosed | Approved to be granted following Annual Meeting |
No performance-based metrics (TSR, EBITDA, ESG) tied to director compensation are disclosed in the proxy .
Other Directorships & Interlocks
- No other current public company directorships are identified in Mr. Fink’s proxy biography; the biography emphasizes advisory and investment banking roles rather than other public boards .
- Related-party context: Historical agreements with Spriaso LLC involve the CEO and another director (Higuchi); oversight of related transactions rests with the Audit Committee chaired by Mr. Fink .
Expertise & Qualifications
- Finance and strategy expert with 20+ years advising life science clients across financing and M&A; suited for audit chair responsibilities .
- Audit Committee financial expert designation under SEC rules; indicates deep accounting/financial reporting proficiency .
- Educational credentials: B.A. Economics (cum laude), MBA in Finance (with distinction) .
Equity Ownership
| As-of Date | Direct Shares Held | Options Exercisable within 60 Days | Total Beneficial Ownership (Shares) | Ownership (%) |
|---|---|---|---|---|
| March 31, 2025 | 386 | 9,174 | 9,560 | <1.0% |
| Options Outstanding (All) | As-of Date | Quantity |
|---|---|---|
| Total option awards outstanding | Dec 31, 2024 | 10,938 |
Shares pledged as collateral, hedging activity, and director stock ownership guidelines are not disclosed in the proxy .
Governance Assessment
- Positive: Independent director since 2014; strong finance background; designated audit committee financial expert—supports board effectiveness and financial oversight .
- Positive: Audit Committee chaired by Fink met five times in 2024; Board met six times; each incumbent director exceeded 75% attendance—indicative of engagement .
- Positive: Auditor independence and quality signals—no non-audit fees in 2024/2023; rigorous pre-approval policy .
- Support signal: 2025 director election received 943,726 For votes (141,841 Withheld; 1,826,818 Broker Non-Vote), and Say-on-Pay passed (926,497 For; 121,032 Against; 38,038 Abstain; 1,826,818 Broker Non-Vote), indicating shareholder support for governance and pay .
- Alignment watchpoint: Beneficial ownership is small (<1%), with 386 direct shares and reliance on options; ownership guidelines for directors not disclosed—monitor for alignment over time .
- Conflicts: No related-party transactions involving Mr. Fink are disclosed; Audit Committee oversight of related transactions is in place (historical Spriaso arrangements relate to other insiders) .
RED FLAGS to monitor
- Low direct share ownership relative to overall stake (<1%) may temper alignment; absence of disclosed director ownership guidelines, hedging/pledging policies specific to directors, or any pledging disclosures warrants ongoing monitoring .