Kenneth Hoberman
About Kenneth Hoberman
Kenneth Hoberman, age 60, has served as an independent director of Nuvectis Pharma, Inc. (NVCT) since July 2021; he chairs the Compensation Committee and serves on the Audit Committee . He is Chief Operating Officer of Stemline Therapeutics, Inc. (acquired by Menarini in 2020), brings extensive finance, investor relations, operations, corporate governance and business development experience (M&A, strategic alliances), and holds a B.S.B.A. in Finance from Boston University with post‑baccalaureate studies at Columbia University . The Board affirmatively determined his independence under Nasdaq rules on April 8, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stemline Therapeutics, Inc. | Chief Operating Officer | 2013–present | Helped lead company from early-stage to fully integrated commercial entity; led M&A sale to Menarini (June 2020) . |
| Keryx Biopharmaceuticals, Inc. | VP, Corporate & Business Development | Prior to 2013 | Led business strategy for Auryxia including in‑licensing and Japanese partnership . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| TG Therapeutics, Inc. (Nasdaq: TGTX) | Director | Public | Current board service . |
| Lirum Therapeutics, Inc. | Director | Private | Listed as a board seat in 2024 proxy (not reiterated in 2025) . |
Board Governance
- Independence: Board determined Hoberman is independent under Nasdaq criteria (annual review on April 8, 2025) .
- Committees and chair roles: Compensation Committee Chair; member of Audit Committee .
- Attendance: In 2024, each director attended at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting .
- Meeting cadence (2024): Board held 6 meetings (plus one unanimous written consent); Audit Committee held 4 meetings; Compensation Committee held 5 meetings (plus one unanimous written consent) .
- Nominating/governance: No standing nominating & corporate governance committee; a majority of independent directors recommend nominees (Nasdaq-permitted) .
- Board leadership: In 2025, the Board determined combining CEO and Chairman is in stockholders’ best interests; this contrasts with 2024’s view favoring separation, indicating a governance shift year-over-year .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Hoberman, Kaplan, Oliviero | Oliviero | 4 |
| Compensation | Hoberman, Kaplan, Oliviero | Hoberman | 5 (+1 action by UWC) |
Fixed Compensation
| Component | NVCT Non‑Employee Director Program | Hoberman 2024 Actual |
|---|---|---|
| Annual cash retainer | $40,000 | Included in total |
| Committee membership fee | $5,000 per committee (Audit; Compensation) | Included in total |
| Committee chair fee | $15,000 (Audit Chair or Compensation Chair) | Compensation Chair fee reflected in total |
| 2024 cash fees (reported) | — | $60,000 |
Note: Based on disclosed fees, committee chairs appear to receive the chair fee and a membership fee for the other committee, summing to $60,000 in 2024 (e.g., $40k base + $5k other‑committee membership + $15k chair fee) .
Performance Compensation
Time‑based equity; no disclosed performance metrics. Annual restricted stock grants upon re‑election; historical option grants at appointment and 2022 .
| Grant Year | Instrument | Grant Date | Shares/Options | Strike Price | Vesting | Grant‑Date Fair Value |
|---|---|---|---|---|---|---|
| 2024 | Restricted Stock | June 13, 2024 | 30,000 | — | 1/3 each year through 2027 | $499,073 |
| 2023 | Restricted Stock | June 16, 2023 | 18,000 | — | 1/3 each year through 2026 | $325,800 (Hoberman’s 2023 equity comp) |
| 2022 | Stock Options | April 1, 2022 | 15,000 | $7.02 | 1/3 annually through 2025 | Outstanding as of 12/31/2024 |
| 2021 | Stock Options (initial) | July 19, 2021 | 29,250 | $3.05 | 1/3 annually over 3 years | Fully vested by 2024; outstanding as of 12/31/2024 |
No performance-vested awards are disclosed for directors; equity vests solely on service-based schedules .
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| TG Therapeutics, Inc. (TGTX) | Public company | Director | No NVCT related‑party transactions disclosed; independence affirmed . |
| Stemline Therapeutics (Menarini) | Operating company | COO | Operating role; Company discloses no related‑party transactions meeting thresholds since inception . |
| Historical network ties (Keryx) | Prior employer | Hoberman (Keryx VP), Bentsur (Keryx CFO/CEO), Oliviero (Keryx CFO) | Historic working ties among three NVCT board members; Board still determined independence for each under Nasdaq rules . |
Expertise & Qualifications
- Transactional and strategic: Led Stemline’s IPO and subsequent sale to Menarini (~$750M), and multiple licensing/partnership agreements (including Auryxia in‑licensing and Japanese partnership at Keryx) .
- Operating oversight: Directed manufacturing, commercial, regulatory, R&D, medical affairs, IR, HR, and finance at Stemline, evidencing broad operating governance capability .
- Financial acumen: Experience spans investor relations and corporate governance; independent director status and committee leadership demonstrate governance competency .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 14, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Kenneth Hoberman | 103,140 shares | <1% (“*” in table) | Excludes 16,380 shares held by the Hoberman Descendants Trust (disclaimed); includes options exercisable within 60 days . |
Breakdown and terms:
- Stock options: 29,250 options at $3.05 (2011 grant, fully vested by 2024); 15,000 options at $7.02 (2022 grant; exercisable by April 14, 2025) .
- Restricted stock: 18,000 granted June 16, 2023 (1/3 annually through 2026); 30,000 granted June 13, 2024 (1/3 annually through 2027) .
- Hedging/pledging: Company policy prohibits hedging and short sales by officers and directors; no pledging by Hoberman disclosed .
Governance Assessment
- Positives: Independent director; chairs Compensation Committee; serves on Audit Committee; solid attendance (≥75%); robust committee activity (Audit 4 meetings; Compensation 5 meetings in 2024); alignment via time‑vested equity; insider policy prohibits hedging/shorting; no related‑party transactions meeting thresholds disclosed .
- Watch items: Board lacks a standing nominating/governance committee (relying on independent directors to recommend nominees); Board combined CEO/Chair roles in 2025 after preferring separation in 2024; Hoberman’s concurrent operating role (COO, Stemline/Menarini) implies external time demands though no conflicts are disclosed .
- Pay structure observations: Director cash fees consistent with policy; significant year‑over‑year increase in equity grant value (2024 vs 2023) suggests a shift toward higher equity compensation; time‑based vesting (no performance linkage) .
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Equity Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| 2024 | $60,000 | $499,073 | $559,073 |
| 2023 | $60,000 | $325,800 | $385,800 |
Committee Assignments, Chair Roles, Independence, and Attendance
| Topic | Detail |
|---|---|
| Committee assignments | Audit Committee (member); Compensation Committee (Chair) |
| Independence | Independent under Nasdaq rules (reviewed April 8, 2025) |
| Attendance | ≥75% of Board/committee meetings in 2024; all directors attended 2024 annual meeting |
| Board tenure | Director since 2021; current term expires 2027 |
Related‑Party & Conflict Screening
- Related‑person transactions: Company reports none meeting Item 404 thresholds (>$120,000 or 1% of average total assets) since inception; Audit Committee oversees related‑party review policy .
- Policies: Insider Trading Policy prohibits hedging and short sales by directors; equity award timing policy prohibits grants around MNPI; Code of Ethics in place .
No red flags identified in filings regarding loans, option repricing, pledging, or SEC investigations involving Hoberman. Attendance and independence disclosures support board effectiveness .