Arthur H. Amron
About Arthur H. Amron
Arthur H. Amron (age 68 as of April 22, 2025) has served on the Nephros, Inc. board since September 2007. He is a special limited partner and consultant to Wexford Capital LP (formerly General Counsel and Partner through December 2023). He holds a J.D. from Harvard University and a B.A. in Political Theory from Colgate University, and is admitted to the New York Bar. He also serves as a director of Mammoth Energy Service, Inc. (Nasdaq) since January 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wexford Capital LP | General Counsel (1994–1999); Partner (1999–Dec 2023); Special Limited Partner & Consultant (2024–present) | 1994–present | Active in private equity transactions, bankruptcy/restructuring; board/creditors committee service for Wexford investments |
| Schulte Roth & Zabel LLP | Associate (corporate/bankruptcy law) | 1991–1994 | Legal practice in corporate and bankruptcy law |
| Debevoise & Plimpton LLP | Associate (corporate litigation/bankruptcy law) | 1984–1991 | Legal practice in corporate litigation and bankruptcy law |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mammoth Energy Service, Inc. (Nasdaq: TUSK) | Director | Jan 2019–present | Public company board service |
| Wexford Capital LP | Special Limited Partner & Consultant | 2024–present | Large shareholder of NEPH (~34%); governance interlock |
Board Governance
- Independence: Not independent due to Wexford relationship; Wexford-related entities beneficially owned ~34% of NEPH common stock as of April 22, 2025 .
- Tenure and class: Class I director; term expiring 2027 (re-elected at 2024 annual meeting) .
- Committees: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2024 or 2025 proxies; Audit (Spandow—Chair; Harris; Lask→Nettis), Compensation (Harris; Lask→Nettis; Spandow), Governance (Harris; Lask→Nettis) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2023 (10 Board meetings) and 2024 (6 Board meetings) .
- Board leadership: No named Chairman of the Board in 2023–2024 .
- Wexford investor rights: Wexford entitled to nominate two board seats; can convene Board meetings if quarterly cadence missed; Amron is the current Wexford-designated director; the second Wexford seat is vacant .
Fixed Compensation
Director pay policy and Amron’s cash-equivalent fees:
| Component | FY2023 Policy | FY2024 Policy | Amron FY2023 Actual | Amron FY2024 Actual |
|---|---|---|---|---|
| Annual director retainer (cash) | $20,000 | $20,000 | $0 (paid in restricted stock) | $0 (paid in restricted stock) |
| Board meeting fee | $1,500 per quarterly meeting | $1,500 per quarterly meeting | Included in restricted stock award | Included in restricted stock award |
| Audit Committee Chair retainer | $10,000; $1,000/meeting (max 8) | $10,000; $1,000/meeting (max 8) | Not applicable (not Chair) | Not applicable (not Chair) |
| Special Committee member | $10,000; $1,000/meeting | $10,000; $1,000/meeting (none formed in 2024) | Not disclosed | Not disclosed |
Notes:
- NEPH paid director fees for 2023 (incl. Amron) and for 2024 (Amron and Spandow) in restricted stock in lieu of cash, on Dec 13, 2023 and Jan 1, 2025, respectively .
Performance Compensation
Annual equity grants and vesting:
| Equity Type | Grant Date(s) | Amount (Fair Value) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (in lieu of cash fees) | Dec 13, 2023 | $29,545 | Not specified; RS recorded as fees paid | Fee conversion to RS; Amron directed fees to Wexford in 2023 |
| Restricted Stock (in lieu of cash fees) | Jan 1, 2025 (for FY2024 fees) | $32,954 | Not specified; RS recorded as fees paid | Fee conversion to RS |
| Annual Director Option Award | Jan 5, 2023 (for 2022 service) | $5,098 | Vests in three equal installments on grant date, first and second anniversaries | Standard non-employee director plan |
| Annual Director Option Award | May 14, 2024 (for 2023 service) | Included in “Option Awards” $16,524 total with Jan 1, 2025 grant | Vests in three equal installments on grant date, first and second anniversaries | Two awards included: 2023 service (May 14, 2024) and 2024 service (Jan 1, 2025) |
| Annual Director Option Award | Jan 1, 2025 (for 2024 service) | Included in “Option Awards” $16,524 | Vests in three equal installments on grant date, first and second anniversaries | — |
Additional details:
- Non-employee director option quantity formulas: new director grant = 0.0011 × fully diluted shares; annual grant = 0.0006 × fully diluted shares; exercise price at fair market value; vest in three equal installments on grant date and first/second anniversaries .
- Clawbacks: Awards subject to company clawback policy and applicable listing rules; administrator may require forfeiture/recoupment under certain events .
- Change-in-control: 2024 Equity Plan permits assumption/substitution, acceleration, cash settlement (in-the-money), or termination per Board discretion; performance conditions may be deemed satisfied at target/maximum/actual through closing .
- Performance metrics tied to director compensation: None disclosed (director pay is retainer/meeting fees and equity grants, not outcome-based metrics) .
Other Directorships & Interlocks
| Company | Type | Interlock/Transaction | Impact |
|---|---|---|---|
| Mammoth Energy Service, Inc. | Public company board | Amron director since Jan 2019 | External governance role |
| Wexford Capital LP | Investment advisor; major NEPH shareholder (~34%) | Investor rights: 2 board nominees; meeting convening powers; Amron is Wexford director; second seat vacant | Significant influence over NEPH board processes and composition |
| Lambda Investors LLC (Wexford affiliate) | Investment entity | Participated in SRP (NEPH subsidiary) Series A Preferred purchase Feb 4, 2022; 29,938 shares; same terms as others | Related-party exposure via affiliate investment |
Expertise & Qualifications
- Legal/capital markets: Harvard JD; decades in corporate, bankruptcy/restructuring law and capital markets; extensive board/committee work on Wexford investments .
- Public board experience: Mammoth Energy Service director since 2019 .
Equity Ownership
| Metric | As of Apr 2, 2024 | As of Apr 22, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 98,463 | 133,113 |
| Ownership % of outstanding | <1% (10,544,139 shares) | 1.3% (10,600,350 shares) |
| Options exercisable (within 60 days) | Not specified in beneficial table; separate option holdings below | 7,232 |
| Unvested restricted stock held | 9,291 (as of 12/31/2023) | Not disclosed for 12/31/2024 |
| Option holdings (12/31/2023) | 38,199 vested; 4,720 unvested | — |
| Option holdings (12/31/2024) | 2,441 vested; 11,932 unvested | — |
| Pledging/hedging policy | Company policy prohibits pledging, shorting, hedging, and buying/selling puts or calls by directors/officers/employees |
Fixed Compensation (Amron actuals)
| Year | Fees Earned or Paid in Cash | Restricted Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2023 | $0 | $29,545 | $5,098 | $34,643 |
| 2024 | $0 | $32,954 | $16,524 | $49,478 |
Performance Compensation (Award detail and vesting)
| Year | Grant(s) | Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 2023 | Annual option (granted Jan 5, 2023, for 2022 service) | $5,098 | 1/3 at grant; 1/3 at 1st anniversary; 1/3 at 2nd anniversary |
| 2024 | Annual options (granted May 14, 2024 for 2023 service; Jan 1, 2025 for 2024 service) | $16,524 (aggregate) | 1/3 at grant; 1/3 at 1st anniversary; 1/3 at 2nd anniversary |
Say-on-Pay & Shareholder Feedback
- 2023: ~86% of votes cast supported executive compensation on an advisory basis .
- 2024: ~99% of votes cast supported executive compensation on an advisory basis .
Related Party Transactions (Conflict Indicators)
- Wexford ownership and rights: Wexford-related entities beneficially owned ~34% of NEPH common stock as of April 22, 2025; Wexford holds nomination and meeting rights; Amron is a Wexford-affiliated director .
- Directed fees: At Amron’s request, director fees/options (approx. $29,545 in 2023; similar amount in 2022) were directed to Wexford Capital LP .
- SRP financing: Lambda Investors LLC (Wexford affiliate) bought 29,938 shares of SRP Series A Preferred (Feb 4, 2022) on the same terms as others; SRP later dissolved in 2023; NEPH received SRP assets (incl. HDF2 IP) to satisfy SRP’s loan to NEPH .
Governance Assessment
- Strengths: Deep legal and restructuring expertise; long board tenure; external public board experience at Mammoth Energy Service . Board attendance thresholds met in 2023–2024, suggesting adequate engagement . Strong shareholder support on say‑on‑pay in 2024 (~99%) and improved trend vs. 2023 (86%), indicating constructive shareholder sentiment on compensation policies .
- Risks/RED FLAGS:
- Not independent; substantial Wexford influence (34% ownership; nomination rights; meeting convening power) creates potential conflicts and control risk; Amron is Wexford-affiliated .
- Related-pay flow: Amron directed fees/options to Wexford (2013–2023 disclosures), highlighting economic ties beyond equity, which can impair perceived independence .
- Committee exclusion: Not listed on Audit/Compensation/Governance committees, reducing direct role in oversight levers (could be due to independence constraints) .
- Alignment: Increased personal beneficial ownership from 98,463 shares (Apr 2, 2024) to 133,113 shares (Apr 22, 2025); options outstanding with defined vesting; company prohibits pledging/hedging—positive alignment policy; however, Wexford-related economic ties remain a counterweight to pure alignment .
Overall signal: Experienced director with material sponsor affiliation. The Wexford interlock and directed fee flow warrant close monitoring of transactions, board processes, and minority shareholder protections. Strong say-on-pay support and attendance are positives, but independence and related-party exposure are the core governance risks .