John Higuchi
LipocineAbout John W. Higuchi
John W. Higuchi, MBA, has served on Lipocine’s Board since 2003 (age 57 as of the 2025 proxy). He previously led Aciont Inc. as CEO (2003–2022) and earlier served at Lipocine as VP of Business Development and Corporate Treasurer (1997–2003). He holds a B.S. in Chemistry (Hope College) and an MBA and M.S. in Information Systems (George Washington University), with deep business development/therapeutics operating experience and long institutional knowledge of Lipocine.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lipocine Inc. | Vice President, Business Development; Corporate Treasurer | 1997–2003 | Corporate finance and BD leadership prior to joining Board |
| Aciont Inc. (ocular therapeutics) | Chief Executive Officer | 2003–2022 | Led an ocular therapeutics company for ~19 years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spriaso, LLC (specialty pharma; private) | Co-founder; Board Director | Current | Majority-owned by a group including Higuchi; Spriaso holds IP assigned by Lipocine for cough/cold products |
Board Governance
- Board/committee roles: No committee assignments in 2024; Audit Committee members were Fink (Chair), Ono, Jene; Compensation Committee members were Ono (Chair), Fink, Papapetropoulos. Lipocine has no separate Nominating Committee; independent directors lead nominations.
- Independence status: Not listed among independent directors (independent directors are Fink, Ono, Jene, Papapetropoulos). The Board explicitly considered transactions with Spriaso when evaluating Higuchi’s independence.
- Attendance and engagement: Board met 6 times in 2024; each incumbent director attended >75% of Board and relevant committee meetings. Audit Committee met 5 times; Compensation Committee met 2 times.
- 2025 election results (vote signal): For Higuchi: For 873,401; Withheld 212,166; Broker non-votes 1,826,818.
- Board leadership: A separate Chairman/Lead Independent Director structure is in place; Lead Independent Director presides over executive sessions of independent directors.
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual retainer (cash) | $55,000 |
| Audit Committee member fee | $0 (not a member) |
| Compensation Committee member fee | $0 (not a member) |
| Chair/Lead Independent fees | $0 (not applicable) |
| Total cash (Fees Earned/Paid) | $55,000 |
Policy context: In 2024, non-employee directors received $55,000 retainer; +$7,500 per committee membership; $16,500 Audit Chair; $12,500 Compensation Chair; $30,000 Lead Director. Amounts exceeded 2023 and were pro-rated after the 2023 annual meeting.
Performance Compensation (Director)
| Grant/Instrument | Grant date | Shares/Units | Accounting Fair Value | Notes |
|---|---|---|---|---|
| Stock option annual grant | June 7, 2024 | 1,764 options | $9,723 | Standard non-employee director grant for 2024 |
| Options outstanding (as of 12/31/2024) | — | 10,938 options | — | Aggregate outstanding options at year-end |
| Performance Metric/Condition | Disclosure |
|---|---|
| Performance metrics (e.g., TSR, revenue/EBITDA goals) | None disclosed for director equity awards |
| Vesting schedule, strike price, expiration | Not disclosed in proxy (2025) |
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Detail | Status/Terms |
|---|---|---|---|
| Spriaso, LLC | Private (specialty pharma) | Related-party: Lipocine assigned cough/cold IP to Spriaso (majority-owned by Mahesh V. Patel, Gordhan Patel, John W. Higuchi, late Dr. William I. Higuchi, and affiliates). Board considered this in evaluating Higuchi’s independence. | Lipocine is entitled to 20% of Spriaso net proceeds up to $10 million; services agreement allowed Lipocine to provide up to 10% of certain employees’ time (expired in 2021; extendable by written agreement). Spriaso granted Lipocine an exclusive license back outside cough/cold. |
RED FLAG: Related-party transaction with Spriaso where Higuchi is a co-owner/board member; while immaterial transactions since 2023 were not reported above thresholds, the structure creates potential conflicts and contributed to Higuchi not being categorized as independent.
Expertise & Qualifications
- Operating and BD expertise in therapeutics; long company-specific knowledge from pre-IPO operating role and two decades on the Board.
- Education: B.S. Chemistry (Hope College); MBA and M.S. Information Systems (The George Washington University).
Equity Ownership
| Holder | Beneficially Owned (shares) | Ownership % | Notable Details |
|---|---|---|---|
| John W. Higuchi | 49,971 | <1% | Includes 40,797 shares held and 9,174 options exercisable within 60 days of March 31, 2025; 5,350,356 shares outstanding as of March 31, 2025. |
Governance Assessment
- Strengths: Consistent attendance; long-tenured director with operating and BD experience; modest director pay mix with majority in fixed cash and standard-sized annual option grant; Board has Lead Independent Director and active Audit/Compensation committees.
- Concerns/Watch items: Not independent due to Spriaso affiliation; no nominating committee (entire Board/independent directors handle nominations), which can be acceptable for a small-cap but centralizes influence; ensure continued robust recusal processes on any matters touching Spriaso.
- Shareholder sentiment signal: 2025 director vote for Higuchi (873,401 for; 212,166 withheld) indicates some opposition; company-wide say-on-pay received 926,497 for vs 121,032 against and 38,038 abstain (broker non-votes 1,826,818). Monitor future trends.
Additional context: The Board reported all directors/officers complied with Section 16(a) filing timeliness in 2024 except two named officers (no issues cited for Higuchi).