Robin Smith
Matinas BioPharma HoldingsAbout Robin L. Smith
Robin L. Smith, MD, MBA, age 64, is an independent director of Matinas BioPharma (MTNB) since February 2025, nominated pursuant to investor rights from the company’s February 2025 preferred financing . She holds a BA and MD from Yale University, an MBA from Wharton, completed the Stanford Directors Program, and received an honorary Doctor of Science from Thomas Jefferson Medical College, bringing extensive management, clinical, drug development, and regulatory expertise to the Board . The Board affirmatively determined Dr. Smith to be independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRM Holdings | Managing Partner | 2015–present | Strategic and investment advisory leadership |
| Lisata Therapeutics (formerly Neostem, Inc.) | Chairman & CEO | 2006–2015 | Led stem-cell bank; public company CEO experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Celularity Inc (NASDAQ: CELU) | Director | Oct 2019–Dec 2023 | Board service in cellular/regenerative medicine |
| ServiceSource International (NASDAQ: SREV) | Director | Feb 2020–May 2022 | Nominating & Governance Committee |
| Sorrento Therapeutics (NASDAQ: SRNE) | Director | Dec 2019–Nov 2021 | Public biopharma board experience |
| Seelos Therapeutics (NASDAQ: SEEL) | Director | Feb 2019–May 2020 | Audit and Compensation Committees |
Board Governance
- Committees: Audit Committee (member; Chair: Evelyn D’An) and Nominating & Corporate Governance Committee (member; Chair: Keith Murphy) .
- Independence: Determined independent under NYSE and SEC rules .
- Tenure: Joined the Board in February 2025 .
- Board structure: CEO also serves as Chairman; Board periodically reassesses leadership structure and conducts risk oversight through committee reports and management updates .
Fixed Compensation
- Director award limit under 2025 Equity Incentive Plan: $300,000 accounting value per year; increased to $500,000 for the initial year of a non‑employee director’s term .
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise Price | Vesting Schedule | Expiration | Source |
|---|---|---|---|---|---|---|
| Apr 30, 2025 | Non‑employee director stock option | 11,600 | $0.59 | Fully vests on earlier of one‑year anniversary or change in control | 10 years from grant | Proxy ; Form 4 (filed May 2, 2025) |
- Plan-level clawback: Awards subject to company clawback policy and recoupment requirements under applicable laws/listing standards; committee may terminate/forfeit awards for cause/policy breaches .
Other Directorships & Interlocks
- Public company directorships listed above; no disclosed shared directorships with MTNB’s material counterparties, and no related‑party transactions involving Dr. Smith beyond nomination by financing investors (see “Related Parties”) .
Expertise & Qualifications
- Education: BA and MD (Yale), MBA (Wharton), Stanford Directors Program, honorary DSc (Thomas Jefferson) .
- Domain: Clinical practice, pharma/biotech executive leadership, drug development, regulatory engagement .
- Governance: Prior service on audit and compensation committees at Seelos; broad boardroom and oversight experience across public companies .
Equity Ownership
| Holder | Shares Beneficially Owned (as of May 9, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Robin L. Smith | 0 | <1% | Proxy table reports “-” with less than 1% footnote |
| Options (post‑grant position) | 11,600 | — | Director option grant at $0.59; unvested until one‑year or change‑in‑control ; Form 4 confirms grant and post‑transaction option position |
- Form 3 initial statement filed Feb 13, 2025 (no holdings disclosed) .
- Pledging/hedging: Not disclosed; subject to company insider trading policy referenced in filings .
Governance Assessment
- Positives: Independent status; meaningful committee assignments (Audit and Nominating/Governance); deep sector and governance experience; plan‑level clawback and insider trading policy support alignment .
- Watch items:
- Investor‑nominated director: February 2025 financing grants purchasers board nomination rights, with Dr. Smith initially nominated; monitor independence and potential alignment with investor group objectives .
- Change‑in‑control vesting: Director options fully vest upon change‑in‑control, which can create sale‑event incentives; ensure balanced governance of strategic alternatives .
- Combined Chair/CEO: Concentration of leadership may warrant continued oversight of board independence and executive sessions .
- Related parties: Audit Committee oversees related‑party transactions; no specific transactions involving Dr. Smith disclosed; family relationships: none .
Related Parties and Shareholder Actions (Context)
- February–April 2025 Offering: Purchasers acquired Series C Preferred and warrants; granted nomination rights (initially Dr. Smith); aggregate fully‑diluted securities up to 16,894,212 shares, subject to blocker limits .
- Shareholder approvals: Special Meeting (Apr 4, 2025) approved issuance related to the Offering and auditor ratification; indicates shareholder support for financing terms potentially leading to board changes .
Compensation Committee Analysis (Board‑level context)
- Current Compensation Committee: Edward Neugeboren (Chair), Keith Murphy; independent; 2024 committee met four times; uses charters and can administer 2025 Plan with authority including repricing subject to constraints .