Bruce Bernstein
About Bruce T. Bernstein
Independent director at Petros Pharmaceuticals (PTPI) since 2020, age 60 as of the 2024 proxy record, with 30+ years in securities trading, structured products, and alternative finance. He holds a B.B.A. from CUNY Baruch and is designated the Board’s “audit committee financial expert.” He has served as President of Rockmore Capital (since 2006) and previously Co‑President at Omicron Capital, with earlier roles at Fortis Investments, Nomura Securities, and Kidder Peabody .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Rockmore Capital, LLC | President | Since 2006 | Manages direct investment and lending fund; peak AUM ~$140mm . |
| Omicron Capital, LP | Co-President | Joined 2001 | Focused on direct investing/lending to public small caps; peak AUM ~$260mm . |
| Fortis Investments Inc. | Senior VP, Global Securities Arbitrage; later President (U.S. proprietary investing) | Pre‑2001 | Equity structured products, equity arbitrage, led U.S. proprietary investments . |
| Nomura Securities International | Director, Equity Derivatives Group | Prior to Fortis | Cross‑border tax arbitrage, domestic equity arb, structured equity swaps . |
| Kidder Peabody | Assistant Treasurer | Career start | Early finance/trading experience . |
External Roles
| Company | Role | Public/Status | Notes |
|---|---|---|---|
| Synaptogenix, Inc. (spun from Neurotrope) | Director | Public | Continuing role post‑Neurotrope spinoff . |
| XWELL, Inc. (formerly XpresSpa) | Director | Public | Listed as a current board member . |
| Wrap Technologies, Inc. | Director | Public | Listed as a current board member . |
Board Governance
- Independence: Board determined Bernstein is an independent director under Nasdaq rules .
- Committee assignments: Audit Committee Chair; member—Compensation Committee; member—Nominating & Corporate Governance Committee .
- Financial expertise: Designated “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Attendance/Engagement: In FY2023, Board met 7 times and Audit Committee 5 times; each director attended at least 75% of Board and applicable committee meetings; Compensation Committee met 4 times .
- Tenure: Director since 2020 .
Fixed Compensation (Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2023 | $72,000 | Reported in Director Compensation table . |
| Policy (as disclosed Oct 2024) | $60,000 per non‑employee director (Chair/Vice Chair excepted); Vice Chair $200,000 | Annual cash retainer program statement . |
Performance Compensation (Director)
| Grant/Action | Award Type | Shares/Options | Exercise/Grant Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| 4/10/2023 | Stock options | 39,000 | $0.99 | Vest 4/10/2024 (service‑based) | 4/10/2033 | Non‑employee directors each received this grant . |
| 12/21/2023 | Stock options | 40,000 | $1.41 | Vest 4/10/2024 (service‑based) | 12/21/2033 | Non‑employee directors each received this grant . |
| 2/19/2025 | Restricted/Common stock award | 300,000 | $0.00 | As granted; reported on Form 4 | — | Post‑txn ownership 308,346; Form 4 filed 2/21/2025 . |
Performance metrics used in director equity awards: None disclosed for these grants; vesting was time‑based to service dates .
Compensation mix (2023): Cash $72,000 vs. option grant fair value $75,965; total $147,965 (≈49% cash / 51% equity) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no reciprocal executive/director interlocks disclosed .
- Shared roles on PTPI Board/committees: Bernstein serves with Joshua Silverman and Wayne Walker on all three standing committees (with different chairs) .
Expertise & Qualifications
- Education: B.B.A., City University of New York (Baruch) .
- Technical/Financial: Deep experience in equity derivatives, arbitrage, structured products; designated audit committee financial expert .
- Industry experience: Alternative finance, trading, structured products; 30+ years .
Equity Ownership
Beneficial ownership as of the 2025 proxy record date:
| Holder | Common Shares | Restricted Shares | Options (vested/will vest ≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Bruce T. Bernstein | 8,347 | 300,000 | 84,000 | 397,347 | 1.32% |
Context and updates:
- 2024 proxy footnote listed 8,347 common and 84,000 vested options (pre‑2025 award) .
- 2025 Form 4 reflects a 300,000‑share award on 2/19/2025; post‑transaction direct ownership of 308,346 (consistent with 8,346+300,000), with options separately disclosed in the proxy .
Insider transactions (recent):
| Date (Txn) | Form | Type | Shares | Price | Post-Txn Ownership |
|---|---|---|---|---|---|
| 02/19/2025 (filed 02/21/2025) | 4 | A (Award) | 300,000 | $0.00 | 308,346 |
No pledging disclosed; no hedging/pledging policy disclosures specific to Bernstein were found in the cited materials.
Governance Assessment
Key positives
- Independent director; Audit Committee Chair; designated audit committee financial expert—strong fit for financial oversight in a micro‑cap facing capital structure complexity .
- Attendance ≥75% at Board/committee meetings; active committee participation (chairs Audit; sits on Comp and Nominating) .
- Meaningful though modest “skin in the game” through equity/options; additional 300,000‑share award in 2025 aligns interests but raises dilution optics given share count dynamics .
Watch items / potential red flags
- Equity plan scale/dilution: Board sought to increase plan shares to an aggregate max of ~1.003 billion; as of record date only ~47,658 shares remained under the plan, with 2.206 million RSUs outstanding—massive refresh requested (potential overhang) .
- Director award cap increased from $750,000 to $1,000,000 annual grant date value as of Feb 10, 2025—raises pay governance sensitivity for a small‑cap .
- Option Waivers and director interest: Directors agreed not to exercise certain options pending share increase approval; proxies acknowledge directors/executives may be deemed to have interests differing from other stockholders—perception risk around share increase governance .
- Capital structure actions: February 2025 financing included large warrant overhang and potential share count expansion, which can stress alignment/sentiment even if liquidity was necessary .
Notes on Board composition changes
- 2024: Resignations of John Shulman (10/1/2024) and Gregory Bradley (10/2/2024) condensed Board to three (Silverman, Bernstein, Walker), all independent, with updated committee compositions .
Director Compensation Details (Reference)
| Item | 2023 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $72,000 | Reported for Bernstein . |
| Option awards (grant‑date fair value) | $75,965 | Reported for Bernstein . |
| Total | $147,965 | Sum per table . |
| Program retainers (policy) | $60,000 (non‑employee director); $200,000 (Vice Chair) | Program disclosure (separate from actual fees) . |
Equity award mechanics and performance conditions:
- 2023 director option grants vest time‑based; no specific performance targets tied to director awards were disclosed .
- The omnibus plan allows performance objectives, but director grants cited are service‑based (time vest) .
Committee Assignments Snapshot
| Committee | Role |
|---|---|
| Audit | Chair; financial expert . |
| Compensation | Member . |
| Nominating & Corporate Governance | Member . |
Attendance and Engagement
- Board: 7 meetings in 2023; each director attended ≥75% of Board and applicable committee meetings .
- Audit Committee: 5 meetings in 2023 .
- Compensation Committee: 4 meetings in 2023 .
Related-Party Transactions
- No specific related‑party transactions involving Bernstein were identified in the cited sections. The 2025 proxy notes directors/executives may be deemed to have interests in the share increase and option waivers, which is a governance sensitivity rather than a related‑party transaction under Item 404 .
Summary Signals for Investors
- Strength in financial oversight (audit chair, financial expert) with consistent engagement supports board effectiveness .
- Compensation governance risk increased by the 2025 plan changes (plan size and higher director award cap) and director equity participation during a period of heavy capital structure activity; monitor award sizing, dilution, and future pay outcomes .
- Ownership alignment improved with 2025 equity award but must be weighed against overall dilution/overhang .