Spyros Papapetropoulos
LipocineAbout Spyros Papapetropoulos
Independent director of Lipocine Inc. since April 2022; Lead Independent Director and Chairman of the Board since November 2022. Age 52 (as of March 31, 2025); M.D. and Ph.D. from University of Patras; recognized neuroscientist with >170 peer‑reviewed publications and extensive clinical development leadership across small molecules, biologics, and gene therapy . Currently CEO and Board Director of Neuphoria Therapeutics Inc. (NASDAQ: NEUP; formerly Bionomics Ltd) since January 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vigil Neuroscience | Chief Medical Officer | Sep 2020 – 2022 | Oversaw clinical development and medical functions |
| Acadia Pharmaceuticals | SVP, Head of Development (CDO) | Nov 2019 – Sep 2020 | Led development portfolio |
| SwanBio Therapeutics | Chief Executive Officer | Mar 2019 – Oct 2020 | Executive leadership |
| Cavion | Head of R&D and Chief Medical Officer | Jun 2017 – Mar 2019 | Advanced neurology programs |
| Biogen; Allergan; Pfizer; Teva | Senior/executive roles | Prior to 2017 | Global development across modalities |
| Massachusetts General Hospital | Consultant (appointments) | Ongoing | Clinical methodologies and research |
External Roles
| Company | Role | Public/Private | Start Date | Notes |
|---|---|---|---|---|
| Neuphoria Therapeutics Inc. (formerly Bionomics Ltd) (NASDAQ: NEUP) | President, CEO, and Board Director | Public | Jan 2023 | Formerly disclosed as Bionomics Inc (NASDAQ: BNOX) in 2024 proxy |
Board Governance
- Independence: Designated independent; serves as Lead Independent Director and Chairman (separate from CEO) .
- Board leadership: Lead Independent Director presides over independent director executive sessions, liaises with CEO, and shapes agendas .
- Committee assignments: Member, Compensation Committee (with Dr. Ono as Chair and Mr. Fink as member); not on Audit Committee .
- Attendance: Board held 6 meetings in 2024; each incumbent director attended >75% of Board and committee meetings; Compensation Committee held 2 meetings and Audit Committee held 5 in 2024 .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Independence status | Independent | Independent |
| Board meetings held | 6 | — |
| Audit Committee meetings | 5 | — |
| Compensation Committee meetings | 2 | — |
| Lead Independent Director | Yes | Yes |
| Chairman of the Board | Yes (since Nov 2022) | Yes |
Fixed Compensation
Policy structure emphasizes cash retainers plus role/committee fees; amounts were maintained year over year.
| Component | 2023 Policy | 2024 Policy | 2025 Policy |
|---|---|---|---|
| Annual director retainer (cash) | $55,000 | $55,000 | $55,000 |
| Audit/Comp Committee member fee | $7,500 each | $7,500 each | $7,500 each |
| Audit Chair | $16,500 | $16,500 | $16,500 |
| Compensation Chair | $12,500 | $12,500 | $12,500 |
| Lead Independent Director | $30,000 | $30,000 | $30,000 |
Director-specific cash received:
| Year | Fees Earned or Paid in Cash ($) | Other Cash Elements | Total Cash ($) |
|---|---|---|---|
| 2023 | $85,625 | — | $85,625 |
| 2024 | $92,500 | — | $92,500 |
Notes:
- 2023 amounts pro‑rated after annual meeting timing changes; standard policy includes Lead Director premium and one committee membership fee for Compensation Committee .
Performance Compensation
Annual option grants to non‑employee directors; no RSUs disclosed for directors.
| Metric | 2023 | 2024 |
|---|---|---|
| Option grant date | May 10, 2023 | June 7, 2024 |
| Number of options granted | 1,764 | 1,764 |
| Grant date fair value ($) | $6,282 | $9,723 |
| Vesting/term disclosure | Not specified for directors (plan permits up to 10-year life) | Not specified for directors (plan permits up to 10-year life) |
| Equity plan notes | Committee may reprice “underwater” options; awards subject to Company clawback policy |
Other Directorships & Interlocks
| Organization | Role | Committee Roles | Potential Interlocks with LPCN |
|---|---|---|---|
| Neuphoria Therapeutics Inc. (NASDAQ: NEUP) | CEO and Board Director | Not disclosed | No LPCN‑specific related party transactions disclosed involving Papapetropoulos |
Expertise & Qualifications
- Neuroscience and neurodegenerative clinical expertise; led programs with successful regulatory filings and launches globally .
- Extensive R&D and development leadership at major biopharma companies; >170 peer‑reviewed publications; consultant to Massachusetts General Hospital .
- Strategic governance experience as Lead Independent Director and Chairman, providing board balance and independent oversight .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,745 (includes 1,279 directly held and 3,466 exercisable options within 60 days) | 4,925 (includes 1,279 directly held and 3,646 exercisable options within 60 days) |
| % of shares outstanding | <1% | <1% |
| Options outstanding (aggregate) | 3,646 options outstanding (as of 12/31/2023) | 5,410 options outstanding (as of 12/31/2024) |
| Pledging/hedging | No pledging disclosures; Insider Trading Policy in place |
Governance Assessment
-
Positives:
- Independent director in Lead Independent Director and Chairman roles, with clear separation from CEO; enhances oversight and independence .
- Strong engagement: Board six meetings in 2024; each director attended >75%; Compensation Committee participation; demonstrates active governance .
- Transparent director pay structure; cash retainer plus role/committee fees; modest equity via annual options—aligns with small-cap governance norms .
- No related‑party transactions disclosed involving Papapetropoulos; Audit Committee reviews all related person transactions .
-
Watch items / RED FLAGS:
- Dual role as CEO and director at Neuphoria Therapeutics while serving as LPCN Chairman may raise time‑commitment considerations for some investors, though attendance thresholds were met .
- Equity plan permits repricing of “underwater” options and discretionary acceleration on change‑in‑control—shareholder‑unfriendly features if used; monitor Compensation Committee practices .
- Board lacks a formal Nominating Committee; independent directors collectively handle nominations—acceptable for small boards but may concentrate nomination influence .
-
Additional signals:
- Section 16(a) compliance: Only CEO and Principal Accounting Officer had late filings; implies no late filings reported for Papapetropoulos in 2024 .
- Clawback policy applies to awards under the equity plan, supporting accountability for equity compensation .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $85,625 | — | $6,282 | — | $91,907 |
| 2024 | $92,500 | — | $9,723 | — | $102,223 |
Notes: In 2024, fees reflect $55,000 director retainer + $7,500 Compensation Committee membership + $30,000 Lead Independent Director premium; option grant 1,764 shares in June 2024 .
Compensation Committee Analysis (Director Pay Oversight)
- Composition: Ono (Chair), Fink, Papapetropoulos; all independent .
- Consultant usage: Committee is entitled, at its discretion, to engage a compensation consultant .
- Practices: Annual director equity option grants post annual meeting; cash retainers adjusted in prior year and maintained; Committee met twice in 2024 on compensation .
Related Party Transactions (Conflict Screening)
- Company discloses legacy agreements with Spriaso LLC involving CEO Patel and Director Higuchi; no transactions disclosed involving Papapetropoulos .
- Audit Committee reviews and approves all related person transactions .
Say‑on‑Pay & Shareholder Feedback
- Annual say‑on‑pay proposal included each year; frequency set to annual in 2024; results not quantified in proxy; Committee reviews market practices and may use consultants .
Employment & Contracts (Director)
- No director employment contract disclosed; indemnification agreements in place for directors .
Performance & Track Record (Board tenure context)
- Serving on LPCN Board since 2022; Chairman/Lead Independent since Nov 2022 .
- Executive leadership at external public company (NEUP) provides market insights but warrants oversight of bandwidth .
Other Directorships & Interlocks
| Company | Role | Overlap Risk with LPCN |
|---|---|---|
| Neuphoria Therapeutics Inc. (NASDAQ: NEUP) | CEO & Board Director | None disclosed; monitor for potential competitive overlap or transactions |
Equity Ownership Alignment
- Beneficial ownership is modest (<1%), comprised largely of options; suggests alignment via at‑risk equity but limited direct share exposure typical of micro/small‑cap directors .
Governance Conclusion
- Overall governance profile shows formal independence, strong board engagement, and clear role delineation. Key monitoring items include the equity plan’s repricing authority and any time‑commitment pressures from external CEO obligations. No related‑party issues disclosed for Papapetropoulos; director compensation is balanced with modest equity, supporting investor confidence in oversight continuity .