Kristin Ferge
About Kristin Ferge
Kristin Ferge (51) is an independent director at NeurAxis (NRXS), serving since at least 2024. She is President and Chief Financial Officer of Capri Communities and Bridges Home Healthcare (privately held, senior living) since 2016; previously, she spent 18 years at Brookdale Senior Living as EVP, Treasurer, and Chief Accounting Officer, and began her career as an auditor at KPMG. Ferge is a certified public accountant and is designated the Board’s Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookdale Senior Living (NYSE: BKD) | EVP, Treasurer & Chief Accounting Officer | 18 years (prior to 2016) | Senior finance leadership at a public senior living company |
| KPMG | Auditor | Prior to Brookdale | Public accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capri Communities & Bridges Home Healthcare (private) | President & CFO | Since 2016 | Wisconsin-based privately held senior living operator |
Board Governance
- Independence: Ferge is one of four directors determined by the Board to be independent under SEC and NYSE American rules.
- Committee assignments: Audit Committee Chair and financial expert; member of Compensation Committee; member of Nominating & Corporate Governance Committee.
- Other public company directorships: The company states its directors are not directors in any other reporting companies.
- Shareholder support: At the May 29, 2025 Annual Meeting, Ferge received 99.72% votes “For” (4,511,909 for; 12,648 withheld).
- Trading plans and conduct: Proxy notes no 10b5-1 trading plans (“None”). Company insider trading policy prohibits hedging, short sales, and pledging of company stock for Covered Persons (directors included), and requires preclearance of trades.
Fixed Compensation
Director compensation for year ended Dec 31, 2024:
| Name | Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Bradley M. Watkins | 2024 | 60,000 | 50,000 | 110,000 |
| Beth Keyser | 2024 | 60,000 | 50,000 | 110,000 |
| Kristin Ferge | 2024 | 49,151 | 40,959 | 90,110 |
| Timothy Henrichs (resigned to become CFO) | 2024 | 5,260 | 4,384 | 9,644 |
- Structure: Non-employee directors receive cash fees and stock awards under the non-employee director compensation policy.
Performance Compensation
- No performance-based metrics (e.g., PSUs tied to TSR/EBITDA) are disclosed for director compensation; reported director equity is “Stock Awards” without specified performance conditions.
- While the 2022 Omnibus Plan permits RSUs/PSUs and other awards, the proxy’s director compensation table for 2024 lists stock awards only (no options/PSUs for directors disclosed).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None reported; directors are not directors in other reporting companies. |
| Committee context/interlocks | Compensation Committee includes Dr. Gilad Aharon, portfolio manager at Rosalind Advisors; Rosalind Master Fund LP is a significant holder. Board asserts compensation committee independence under NYSE American rules. |
Expertise & Qualifications
- CPA credential; audit/controllership background (KPMG; Brookdale CAO/Treasurer).
- Audit Committee financial expert designation.
- Senior living industry finance/operator experience (Capri/Bridges).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Voting Power % |
|---|---|---|---|
| Kristin Ferge | 14,340 | Less than 1% | Not specified; “*” indicates below reporting threshold |
Policy alignment:
- Pledging of company securities by Covered Persons is prohibited.
- Hedging/derivatives and short-term/speculative trading prohibited.
- No disclosed 10b5-1 trading plans for directors.
Governance Assessment
- Strengths: Independent director with deep finance/accounting expertise; Audit Chair and designated financial expert enhance oversight of reporting and controls. Strong shareholder support in 2025 director election (99.72% “For”) signals investor confidence. Prohibitions on hedging/pledging reduce alignment risk.
- Potential watch items: Personal shareholding is modest (<1%), which may limit “skin-in-the-game” alignment (balancing with stock award grants). The Compensation Committee’s inclusion of an investor representative (Dr. Aharon of Rosalind, a major holder) could raise perceived influence risks despite stated independence—monitor compensation decisions and related party transactions.
- Capital structure considerations: Ongoing preferred-to-common conversion approvals (Series B) and voting caps indicate a complex voting/equity framework—directors, including Ferge, must navigate dilution and governance impacts; investors should monitor board stewardship through these actions.
No board meeting attendance rates, director-specific meeting fees, stock ownership guideline amounts, or director-specific performance metrics were disclosed in the proxy/10-K; omitted accordingly.