Matthew Kaplan
About Matthew Kaplan
Matthew Kaplan (age 57) has served as an independent director of Nuvectis Pharma, Inc. since 2021. He is a longtime biotechnology equity research analyst and formerly Managing Director and Head of Healthcare Equity Research at Ladenburg Thalmann & Co. (2008–Feb 2025). He holds a BS in Biology from the University of Michigan. The Board determined he is independent under Nasdaq rules (April 8, 2025 review) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ladenburg Thalmann & Co. | Managing Director; Head of Healthcare Equity Research | 2008 – Feb 2025 | Led biotech coverage; multiple top stock-picker citations |
| Punk, Ziegel & Company | Partner; Director of Healthcare Research | Prior to 2008 (date not specified) | Led healthcare research |
| Evolution Capital | Senior Biotechnology Analyst | Prior to 2008 (date not specified) | Biotech coverage |
| The Carson Group (Life Sciences Group) | Director | Prior to 2008 (date not specified) | Life sciences analytics |
| Albert Einstein College of Medicine/Montefiore (Cardiology) | Research Associate | 6 years (prior period) | Co-authored articles on gene regulation in the heart |
External Roles
- Other public company directorships (current/prior 5 years): None disclosed .
Board Governance
- Board tenure and class: Director since 2021; current term expires 2027 .
- Independence: Independent under Nasdaq criteria (Board review on April 8, 2025) .
- Committees:
- Audit Committee member (Chair: James Oliviero)
- Compensation Committee member (Chair: Kenneth Hoberman)
- Attendance: In 2024, Board held 6 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. In 2023, Board held 4 meetings; each director attended at least 75% .
- Nominating/Governance: No standing nominating committee; majority of independent directors recommend nominees per Board resolutions .
Fixed Compensation
- Director compensation structure (Non-Employee Directors Compensation Plan): Cash retainer $40,000; committee membership retainers $5,000 (Audit), $5,000 (Compensation); committee chair retainers $15,000 (Audit and Compensation) .
- Kaplan’s cash fees:
- 2024: $50,000 (Board + committee retainers)
- 2023: $50,000
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 50,000 | Non-employee director cash retainers per plan |
| 2024 | 50,000 | Non-employee director cash retainers per plan |
Performance Compensation
- Equity program for directors: Initial 2021 option grant (29,250 options, 3-year ratable vesting), 2022 option grant (15,000 options, 3-year ratable vesting), annual restricted stock grants upon re-election vesting over 3 years in equal tranches .
- 2023: 18,000 restricted stock awards to each non-employee director; vest 1/3 annually through 2026 .
- 2024: 30,000 restricted stock awards to each non-employee director; vest 1/3 annually through 2027; aggregate grant-date fair value for Kaplan $499,073 .
| Grant/Year | Type | Shares/Options | Vesting | Strike (if option) | Grant-Date FV ($) |
|---|---|---|---|---|---|
| 2021 | Stock options | 29,250 | 1/3 annually over 3 years | $3.05 | N/A (not disclosed in proxy tables) |
| 2022 (Apr 1) | Stock options | 15,000 | 1/3 annually over 3 years | $7.02 | N/A (not disclosed in proxy tables) |
| 2023 (Jun 16) | Restricted stock | 18,000 | 1/3 annually to 2026 | — | Included in 2023 total equity $325,800 |
| 2024 (Jun 13) | Restricted stock | 30,000 | 1/3 annually to 2027 | — | $499,073 |
Performance metrics linked to director equity: None disclosed (time-based vesting only) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
Expertise & Qualifications
- Domain expertise: 24+ years in biotechnology equity research; prior laboratory research background in cardiology gene regulation .
- Financial expertise: Serves on Audit Committee; not designated as the Audit Committee financial expert (designation assigned to James Oliviero) .
- Education: BS, Biology, University of Michigan .
Equity Ownership
As of April 14, 2025:
- Beneficial ownership: 83,760 shares; less than 1% of outstanding .
- Composition (per footnotes): 29,250 options (granted 2021) exercisable or becoming exercisable within 60 days of April 14, 2025 (exercise price $3.05); 15,000 options (granted 2022) have become exercisable (exercise price $7.02); 18,000 RSAs granted 2023 (3-year vesting); 30,000 RSAs granted 2024 (3-year vesting) .
| Ownership Detail (as of 4/14/2025) | Amount |
|---|---|
| Common stock beneficially owned | 83,760 |
| Percent of outstanding | <1% |
| Options exercisable/within 60 days | 29,250 (2021 grant) + 15,000 (2022 grant) |
| Restricted stock outstanding | 18,000 (2023) and 30,000 (2024) with 3-year ratable vesting |
| Pledged or hedged shares | Prohibited by policy; no pledging disclosed |
Shareholder Voting Signals (Director Election and Meeting Outcomes)
- 2024 Annual Meeting (Class II election): Kaplan received 8,502,724 votes FOR, 333,228 AGAINST, 2,637 abstentions; 3,388,545 broker non-votes (strong support) .
- 2025 Annual Meeting: Quorum 61.86% of outstanding shares; proposals (Class III director, auditor ratification) approved; no director election for Kaplan in 2025 .
| Meeting | Agenda Item | Result (Votes) |
|---|---|---|
| 2024 | Elect Matthew Kaplan (Class II) | For 8,502,724; Against 333,228; Abstain 2,637; Broker non-votes 3,388,545 |
| 2024 | Auditor ratification | For 12,055,252; Against 31,882; Abstain 140,000 |
| 2025 | Quorum and outcomes | 61.86% quorum; all proposals approved |
Note: No “say-on-pay” proposal appears on the 2024 or 2025 ballots (agenda lists only director elections and auditor ratification) .
Related-Party Transactions and Conflicts
- The company discloses no related-person transactions since inception meeting Item 404 thresholds; a written policy governs related-person transaction review by the Audit Committee .
- Annual independence review found Kaplan independent; no relationships inconsistent with independence noted for 2024 review period .
- Hedging and pledging of company securities are prohibited for directors .
Director Compensation Mix (Trends)
| Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2023 | 50,000 | 325,800 | 375,800 |
| 2024 | 50,000 | 499,073 | 549,073 |
- Structure: Cash retainer steady; higher 2024 equity grant-date value tied to annual restricted stock program, vesting over 3 years; option awards were from 2021 and 2022 (no 2024 options) .
Compensation Committee Analysis
- Committee composition: Hoberman (Chair), Kaplan, Oliviero .
- Consultant use: No consultant engaged in 2024; Board may engage a consultant to review programs in 2025 .
- Independence: All members independent under Nasdaq rules .
Governance Assessment
- Strengths
- Independence affirmed; no related-party transactions; anti-hedging/pledging policy enhances alignment .
- Active committee roles (Audit and Compensation); Board and committees met regularly (Audit: 4 meetings; Compensation: 5 meetings in 2024) with directors meeting ≥75% attendance thresholds .
- Strong shareholder support for Kaplan’s 2024 re-election (overwhelming “For” votes) .
- Watch items
- Director equity is time-based; no performance metrics tied to director compensation (standard for many issuers but implies alignment via ownership rather than pay-for-performance) .
- No separate nominating/governance committee; Board relies on independent directors and resolutions for nominations (acceptable but investors may prefer a formal committee) .
Bottom line: Kaplan brings deep sell-side biotechnology research expertise, is independent, engaged on both Audit and Compensation Committees, and received strong investor support in his last election. No conflicts or related-party concerns are disclosed, and company policies prohibit hedging/pledging, supporting alignment with shareholders .