Edward Neugeboren

About Edward Neugeboren

Edward Neugeboren (age 57) was appointed an independent director of Matinas BioPharma (MTNB) in March 2025. He serves as Chief Strategy Officer of Cronus Pharma, LLC (since January 2016) and brings strategy/M&A and healthcare deal experience; he holds a B.A. in Economics from Union College. During his career he founded QuadView Healthcare Advisors and was a Managing Director of Ledgemont Capital Group, LLC, where he was a managing member when it filed for voluntary bankruptcy in May 2013, a potential governance risk signal to monitor . The MTNB Board has determined he is independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Independence and structure
  • Determined independent by the Board under NYSE and SEC rules .
  • Current MTNB committees: Audit (member), Compensation (Chair), Nominating & Corporate Governance (not currently listed as member). Audit chaired by Evelyn D’An; Nominating chaired by Keith Murphy .
  • Board leadership: CEO Jerome Jabbour is also Chairman; Board views combined role as appropriate at present—a governance structure some investors consider a risk, albeit disclosed .
• Attendance and engagement
  • The Board met 8 times in 2024; each former director serving in 2024 attended at least 75% of Board and committee meetings. Neugeboren joined in 2025; individual 2025 attendance is not disclosed .
• Board refreshment and investor influence
  • February–April 2025 financing granted purchasers the right to nominate up to two directors depending on ownership; Dr. Robin L. Smith is initially the investor nominee. This investor nomination right is a relevant governance consideration for board independence dynamics .

Fixed Compensation

• 2025 director cash retainers, committee chair fees, and meeting fees for current directors are not disclosed in the 2025 proxy. A 2024 table shows cash paid to prior (retiring) directors (e.g., $53,641–$79,000), but those individuals departed in 2025 and the figures are not applicable to Neugeboren’s 2025 compensation .

Performance Compensation

• Plan mechanics and safeguards
  • 2025 Equity Incentive Plan director award cap: $300,000 per year (accounting value), $500,000 in an initial year .
  • Change-in-control: director options vest in full upon change in control; the Plan permits acceleration/modification of awards upon a change in control at the Compensation Committee’s discretion .
  • Repricing authority: the Compensation Committee may reduce exercise price or substitute/cancel awards with participant consent (treated as a repricing under GAAP), a point some investors scrutinize closely .

Other Directorships & Interlocks

• Related party policy and disclosure
  • MTNB’s related party policy requires Audit Committee review/approval for transactions >$100,000 with related parties; no such transactions with directors/executives were disclosed since Jan 1, 2024 beyond financing investors noted separately .

Expertise & Qualifications

• Strategic planning, acquisitions, and licensing experience in pharma and animal health (Cronus Pharma) .
• Capital markets and healthcare investment banking background (QuadView; Ledgemont) .
• Committee breadth: Compensation Chair at MTNB; Audit member (financial literacy affirmed at committee level by the company). The company identifies current/past Audit members as financially literate; the designated audit committee financial expert is Evelyn D’An .

Equity Ownership

• Notes: Beneficial ownership is reported as of May 9, 2025; options exercisable within 60 days count toward beneficial ownership. Neugeboren’s initial 2025 director option grant vests after one year/CoC and is not counted until exercisable; as of the record date he reported no beneficial ownership .

Governance Assessment

• Positives
  • Independent director with relevant sector expertise and broad committee experience; immediate involvement as Compensation Committee Chair and Audit Committee member suggests active engagement in key oversight areas .
  • Equity alignment via 2025 option grant to directors; change-in-control vesting aligns incentives during strategic events .
  • Robust related-party review policy overseen by Audit; no related-party transactions disclosed involving Neugeboren .
• Watch items / red flags
  • Prior bankruptcy involvement (Ledgemont Capital Group) is a governance risk flag—worth contextual monitoring regarding risk oversight perspective .
  • Combined CEO/Chairman role may concentrate power; investors often prefer a separate independent chair or a designated lead independent director (not disclosed) .
  • Investor nomination rights following the 2025 financing could influence board composition and independence dynamics; monitor how independent directors (including Neugeboren) balance investor and minority shareholder interests .
  • Plan allows award repricing with participant consent; while not unusual for micro-cap biotech, many shareholders prefer explicit prohibitions absent stockholder approval .
• Attendance/engagement data for Neugeboren’s 2025 service period is not yet disclosed; 2024 attendance thresholds were met by then-serving directors .

Appendix: Key Board & Committee Facts Relevant to Neugeboren

• Board independence determination includes Edward Neugeboren; no family relationships among directors/executives .
• Current committee assignments: Audit (member), Compensation (Chair); Nominating & Governance membership not listed for Neugeboren .
• 2025 Equity Incentive Plan shares pool set at 763,048; evergreen up to 4% annually; director award cap $300,000 ($500,000 initial year) .
• Insider Trading Policy and Code of Conduct in place; policy filed with the 2024 Form 10-K; special restrictions apply to directors/executives .