Paul E. Freiman
NovaBay PharmaceuticalsAbout Paul E. Freiman
Independent Chair of NovaBay’s Board since March 2019; director since May 2002. Age 91. Former Syntex Chairman/CEO (1989–1994) and Neurobiological Technologies CEO/director (1997–2009). Holds a B.S. in Pharmacy (Fordham) and an honorary doctorate from the Arnold & Marie Schwartz College of Pharmacy. Background includes major M&A execution (led Syntex’s $5.3B sale to Roche), extensive pharma operating and board experience, and prior industry association leadership (PhRMA Board, including as chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syntex Corporation | Chairman & CEO | 1989–1994 | Led OTC transition of Naprosyn (Aleve) and sale to Roche for $5.3B |
| Neurobiological Technologies, Inc. (OTC: NTII) | President & CEO; Director | 1997–2009 | Operational leadership in neuroscience therapeutics |
| Chronix Biomedical Inc. (private) | Board Member | 2009–Apr 2021 | Molecular diagnostics oversight |
| Neurotrope, Inc. (OTCBB: BLFL) | Chairman | 2013–Aug 2016 | Neurodegenerative therapeutics governance |
| Penwest Pharmaceutical Co. (NASDAQ: PPCO) | Chairman | Until 2010 | Specialty pharma board leadership |
| Otsuka American Pharmaceuticals, Inc.; Otsuka America, Inc. | Director | Until 2011 | U.S. operations oversight for global pharma |
| NeoPharm, Inc. (NASDAQCM: NEOL) | Director | Until 2010 | Oncology development oversight |
| Calypte Biomedical Corporation (OTC: CBMC) | Director | Until Sep 2009 | Diagnostics governance |
| PhRMA (Industry Association) | Board member; past Chair | Not specified | Policy leadership across U.S. pharma |
External Roles
| Organization | Role | Current/Recent Status |
|---|---|---|
| Independent pharmaceutical professional & consultant | Principal | Since Jan 2009 (current) |
| Other current public company boards | — | None disclosed in proxy filings |
Board Governance
- Independent Chair of the Board since March 2019; previously Lead Independent Director. Committees: Compensation (Chair), Audit (member), Nominating & Corporate Governance (member), Special Transaction Committee (Chair). Audit Committee financial expert is Dr. Yenyou (Jeff) Zheng .
- Independence: Board determined Dr. Freiman is independent under NYSE American standards; all standing committees comprise independent directors .
- Attendance and engagement: Each director attended >75% of Board/Committee meetings in 2024; independent directors held executive sessions after all regularly scheduled 2024 Board meetings. 2024 meeting count: Board (8), Audit (4), Compensation (1), N&CG (1) .
- 2025 director status and refresh: Nominated as a Class III director (term ending 2028). Under Release Agreements tied to the August 19, 2025 investment, Dr. Freiman is a “Resigning Non‑Employee Director” expected to resign upon a Resignation Event (conversion approvals and final closing), contingent on payment of special dividend and stockholder approval of director equity consideration .
- Board leadership transition risk: Post‑closing, CEO David Lazar has contractual rights to be appointed Chair; company may become a “controlled company,” potentially reducing independent oversight requirements .
Fixed Compensation
| Component | Structure/Amount | Vesting/Timing | Source |
|---|---|---|---|
| Board Chair annual cash retainer | $52,000 per year | Paid quarterly | 2024 Non‑Employee Director Compensation Plan |
| Director annual cash retainer | $40,000 per year | Paid quarterly | 2024 Plan |
| Audit Chair cash | $17,500 per year | — | 2024 Plan |
| Compensation Chair cash | $13,000 per year | — | 2024 Plan |
| N&CG Chair cash | $10,000 per year | — | 2024 Plan |
| Audit Committee member cash | $7,500 per year | — | 2024 Plan |
| Compensation Committee member cash | $6,000 per year | — | 2024 Plan |
| N&CG Committee member cash | $5,000 per year | — | 2024 Plan |
| Annual equity grant | 858 RSUs | RSUs vest one year from grant at Annual Meeting | 2024 Plan |
| Dr. Freiman actual 2024 cash | $77,500 | — | 2024 Director Compensation Table |
| Dr. Freiman actual 2024 stock awards | $4,234 (grant‑date fair value $4.94 per unit) | 858 unvested RSUs at 12/31/2024 | 2024 Director Compensation Table |
Performance Compensation
| Instrument | Grant Date | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs | 2024 Annual Meeting | 858 RSUs; $4.94 FV per RSU | Time-based; 1-year | None disclosed for directors; not performance-contingent |
| Options (vested legacy) | Various (prior years) | 99 vested options for Dr. Freiman as of 12/31/2024 | Legacy awards; exercisable per plan | No active performance metrics in 2024 |
- No director meeting fees beyond the prescribed retainers. No indication of director performance‑based pay (PSUs) or option grants in 2024. Equity grants are service‑based RSUs vesting after one year .
Other Directorships & Interlocks
| Company/Entity | Market | Role | Potential Conflict with NBY |
|---|---|---|---|
| Syntex (sold to Roche) | Prior NYSE/NASDAQ | Chairman & CEO | None directly; historical role |
| Neurobiological Technologies (OTC: NTII) | OTC | CEO/Director | None disclosed |
| Chronix Biomedical | Private | Director | None disclosed |
| Neurotrope (OTCBB: BLFL) | OTCBB | Chairman | None disclosed |
| Penwest (NASDAQ: PPCO) | NASDAQ | Chairman | None disclosed |
| Otsuka entities | Private | Director | None disclosed |
| NeoPharm (NASDAQCM: NEOL) | NASDAQCM | Director | None disclosed |
| Calypte (OTC: CBMC) | OTC | Director | None disclosed |
- No shared current directorships disclosed with NBY competitors/suppliers/customers. No related‑party transactions involving Dr. Freiman disclosed in proxies .
Expertise & Qualifications
- Strategic and M&A acumen: Led Syntex’s $5.3B sale to Roche; extensive transaction leadership experience .
- Pharma operating depth: CEO roles and multiple pharma boards across therapeutics and diagnostics .
- Governance experience: Prior PhRMA Board chair; lengthy tenure provides continuity for NovaBay .
- Education: B.S. Pharmacy (Fordham); honorary doctorate (Arnold & Marie Schwartz College of Pharmacy) .
Equity Ownership
| Holder | Direct Shares | Indirect/Trust | Options (Exercisable) | Total Beneficial | % of Class | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Paul E. Freiman | 1,783 | 67 (Paul & Anna Mazzuchi Freiman Trust) | 3,299 | 5,082 | <1% | Company policy prohibits pledging/hedging by directors |
- At 12/31/2024, each non‑employee director held 858 unvested RSUs from the annual grant .
Governance Assessment
- Strengths: Independent Chair with deep pharma and transaction experience; multiple independent committees; documented annual Board/committee evaluations; consistent attendance; independent executive sessions .
- Risks/Red Flags:
- Board transition contingent on investor rights: Non‑employee directors (including Dr. Freiman) agreed to resign upon the Resignation Event linked to conversion approvals and final closing, with CEO Lazar gaining rights to nominate up to three directors and to be appointed Chair—raises continuity and independence concerns .
- Director equity consideration: Proposal Seven seeks stockholder approval to grant $40,000 in newly issued restricted common stock to each resigning non‑employee director as consideration for Release Agreements; while disclosed, equity tied to resignation could be viewed as a potential conflict signal to some investors .
- Controlled company risk: Post‑conversion, Lazar may effectively control ~95% of voting power and the Board may rely on “controlled company” exemptions reducing independent oversight requirements .
- Quorum threshold reduced (1/3) in 2023—facilitates action with lower turnout; neutral to negative depending on context .
Related Notes (Director-specific)
- Special Transaction Committee: As Chair, Dr. Freiman oversaw approval of the Special Dividend ($0.80 per share) and Investment Transaction proposals, and enforcement rights under the Purchase Agreement—demonstrates active oversight but embeds him in pivotal transactional governance .
Insider Trades
| Date | Form 4 Activity | Notes |
|---|---|---|
| Not disclosed in proxies | — | DEF 14A filings do not include Form 4 summaries; refer to SEC EDGAR for current insider transaction filings |
Director Transition & Compensation Structure Changes (2025)
- Resignation mechanics: Resignation conditioned on NYSE American conversion approvals (Proposal Five), final closing, payment of Special Dividend, and approval of director equity consideration (Proposal Seven) .
- Equity consideration terms: $40,000 restricted common stock per resigning non‑employee director, issued from authorized but unissued shares (outside equity plans), priced potentially below market at issuance; requires stockholder approval under NYSE American Section 711 .
- Committee structure remains independent pending Final Closing; Board may combine Chair/CEO post‑closing and later appoint a Lead Independent Director .