Gregory Freitag
PDS BiotechnologyAbout Gregory Freitag
Independent director since March 2019; age 63; credentials include J.D. and CPA. Background spans legal, finance, and operating roles in life sciences, including board service at ZyVersa Therapeutics and a long tenure at Axogen (GC, CFO, SVP BD; Axogen director 2011–2024). The Board designates him as an Audit Committee financial expert; he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axogen, Inc. | Director | 2011–2024 | Long-serving director; legal and finance leadership experience supports governance oversight |
| Axogen, Inc. | Special Counsel | until Apr 2021 | Provided legal counsel post-GC tenure |
| Axogen, Inc. | General Counsel | Sep 2011–Dec 2019 | Led legal function; corporate governance and compliance |
| Axogen, Inc. | Chief Financial Officer | Sep 2011–May 2014; Aug 2015–Mar 2016 | Corporate finance and reporting |
| Axogen, Inc. | SVP Business Development | May 2014–Oct 2018 | Strategy and transactions |
| LecTec Corporation | CEO, CFO, Director | Jun 2010–Sep 2011 | Led IP licensing company through merger with Axogen |
| Pfizer Health Solutions | Director, Business Development | Prior | Health solutions strategy |
| Guidant Corporation | Business Development | Prior | Corporate development experience |
| HTS Biosystems | CEO | Prior | Biotech tools startup leadership |
| Quantech, Ltd. | COO, CFO, General Counsel | Prior | Multi-functional operating and legal leadership |
| Private practice | Corporate attorney | Prior | Minneapolis corporate law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ZyVersa Therapeutics (Nasdaq: ZVSA) | Director | Current | Clinical-stage biopharma; interlock with PDSB Chair Stephen Glover (also ZyVersa Chair) |
| FreiMc, LLC | Principal | Current | Healthcare/life sciences advisory |
Board Governance
- Committee assignments (as of record date): Audit Committee Chair; Nominating & Corporate Governance Committee Member; not on Compensation Committee.
- Audit Committee: Freitag chairs; Board determined he is an “audit committee financial expert.” Committee met 4 times in 2024; oversees financial reporting, related-party reviews, and cybersecurity risk.
- Independence: Independent under Nasdaq 5605(a)(2).
- Board activity: Board met 11 times in 2024; all directors attended at least 75% of Board/committee meetings; five directors attended the 2024 annual meeting.
- Leadership: Independent Chair (Stephen Glover).
- Committee composition changes: Sir Richard Sykes to retire at 2025 annual meeting; will leave Compensation and Nominating committees thereafter.
Fixed Compensation
| Year | Component | Amount (USD) | Basis |
|---|---|---|---|
| 2024 | Annual Board Retainer (Non-employee Director) | $40,000 | Director compensation policy |
| 2024 | Audit Committee Chair Retainer | $18,500 | Director compensation policy |
| 2024 | Nominating Committee Member Retainer | $4,000 | Director compensation policy |
| 2024 | Cash Fees Earned (reported) | $62,500 | Matches sum of retainers |
Performance Compensation
| Year | Award Type | Grant Size (shares) | Grant-date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | Annual Director Stock Options | 9,000 | $21,074 | Vests in full on first anniversary | Program terms for annual grants and 2024 reported valuation |
| 2025+ | Annual Director Stock Options | 22,700 | Not disclosed | Vests in full on first anniversary | Policy updated April 2025; strike at closing price on grant date |
- Director option grants are time-based; no performance metrics disclosed for director equity awards. The equity plan prohibits repricing/buybacks without stockholder approval, has no evergreen and includes clawback and a $500k annual cap for non-employee director comp ($1M first year).
Other Directorships & Interlocks
| Company | Relationship | Interlock Detail |
|---|---|---|
| ZyVersa Therapeutics | Freitag Director | Stephen Glover (PDSB Chair) is also ZyVersa Chairman → board interlock across companies |
Expertise & Qualifications
- Legal, finance, and corporate governance expertise (J.D., CPA), including CFO/GC roles and dealmaking in life sciences; designated Audit Committee financial expert.
- Industry experience across biopharma operations, business development, and IP/transactions.
- Current independence and committee leadership enhance oversight credibility.
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % of Outstanding | Common Shares | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Apr 17, 2025 | 117,431 | <1% | 61,213 | 56,218 |
- Aggregate director options held (all grants) as of Dec 31, 2024: 82,867.
- Anti-hedging/anti-pledging: Directors may not hedge or pledge company stock without advance approval. No pledges disclosed.
Governance Assessment
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Strengths: Independent director with deep finance/legal competencies; Audit Chair and “financial expert” designation; robust committee charters covering related-party review and cybersecurity; strong attendance; clawback and anti-repricing provisions in equity plan; anti-hedging/pledging policy.
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Alignment: Mix of cash and equity; 2024 cash $62,500 and option award $21,074; ownership includes exercisable options, indicating economic alignment.
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Potential Conflicts/Red Flags:
- Interlock with Stephen Glover via ZyVersa could create perceived information flow or influence; mitigated by independence and absence of related-party transactions over materiality thresholds.
- Board changes (Sykes retiring) warrant monitoring of committee expertise balance post-meeting.
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Related-party transactions: None meeting SEC thresholds since Jan 1, 2024; Audit Committee oversees any such transactions.
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Director Compensation Policy Update: Increase to 22,700-share annual options in 2025 raises equity emphasis; still capped ($500k annual for non-employee directors) and time-based vesting. Monitor dilution/overhang (21% including proposed share reserve increase).