Jeffrey G. Spragens
About Jeffrey G. Spragens
Independent director (Class II) at SAB Biotherapeutics since November 2020; resigned September 30, 2025 pursuant to an investor agreement-related board size reduction, with no disagreement reported . Age 83 as of June 2, 2025; BA (University of Cincinnati), JD (George Washington University), MA (American University) . Background spans co-founding and leading SafeStitch Medical (2005–2013; merged into TransEnterix, NYSE: TRXC), founding board member of North American Vaccine (acquired by Baxter, NYSE: BAX), and multi-decade real estate entrepreneurship/management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SafeStitch Medical, Inc. | Co-Founder, CEO | 2005–2013 | Led incisionless surgery platform; merged with TransEnterix (TRXC) |
| North American Vaccine | Founding Board Member | c. 1990s | Secured financing; built manufacturing; facilitated sale to Baxter (BAX) in 1999 |
| FCH Services | President | 1973–1986 | Developed/managed HUD-financed housing; multi-city operations |
| Gateway Associates, Inc. | Managing Partner | 1990–2000 | Real estate development/management |
| Mint Management Company | President, 50% Owner | Since 1987 | Operates residential units in NJ, MI, KS |
| Inman Grove Shopping Center | Owner/Operator | Ongoing | NJ retail asset |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Foundation for Peace | Founding Board Member, Treasurer | Ongoing | Healthcare, education, clean water in DR & Haiti |
| Hernia Help | Board Member, Finance Committee | Ongoing | Hernia surgery access in developing countries |
Board Governance
- Committee membership and expertise: Member, Audit Committee; designated “audit committee financial expert” alongside Erick Lucera; audit committee chaired by Lucera . Independent under Nasdaq rules; board reaffirmed independence status for Spragens in 2024 and 2025 proxies .
- Meeting cadence and attendance: Board held six meetings in 2023; independent directors met in executive session six times; each director attended ≥75% of aggregate board and committee meetings in 2023 . Audit Committee held nine meetings in 2023 and four meetings in 2024 .
- Director tenure and transition: Served Nov 2020–Sep 30, 2025; resignation tied to July 2025 private placement terms (RA Capital agreement), not due to disagreement with operations, policies, or practices .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board/Committee Cash Fees ($) | $25,000 | $31,417 |
| Policy Benchmarks (as adopted May 2024) | $30,000 annual retainer; Audit chair +$8,000; Audit member +$6,000; Compensation chair +$7,000; Nominating chair +$6,000; compensation committee member +$5,000; nominating committee member +$4,000 | $30,000 annual retainer; same committee fee grid |
Narrative: SAB adopted a new director compensation policy in May 2024 raising cash retainers and setting committee fees; Spragens’ role was Audit Committee member (chair is Lucera), aligning to the audit member fee tier .
Performance Compensation
| Award Type | FY 2023 | FY 2024 | Vesting Terms |
|---|---|---|---|
| Stock Options (Grant Date Fair Value, $) | — | $45,822 | Policy: Initial grant 35,000 options vest over 3 years; annual grant 20,000 options vest over 2 years; options priced at ≥FMV; max 10-year term |
- No performance metrics disclosed for director equity; awards vest time-based under the Omnibus Plan .
Other Directorships & Interlocks
- Past public company links: SafeStitch merged into TransEnterix (TRXC); North American Vaccine sold to Baxter (BAX) . No current public-company directorships disclosed for Spragens during SAB tenure .
- Board network context: SAB board includes investor-affiliated directors (e.g., Andrew Moin of Sessa Capital), and a JDRF T1D Fund representative (Katie Ellias), indicating investor-informed governance .
Expertise & Qualifications
- Financial literacy and audit oversight: Determined financially literate; Audit Committee financial expert under SEC rules .
- Sector experience: Biotech and medical devices (SafeStitch; North American Vaccine); real estate operations; philanthropic health initiatives .
- Education: BA, JD, MA across Cincinnati, GWU, American University .
Equity Ownership
| Metric | As of May 13, 2024 | As of Aug 1, 2025 |
|---|---|---|
| Common Shares Owned | 39,498 | 39,498 |
| Warrants (currently exercisable) | 10,291 | 10,291 |
| Options (exercisable within 60 days) | — | 10,000 |
| Total Beneficial Ownership (shares) | 49,789 (less than 1%) | 59,789 (less than 1%) |
| Ownership as % of outstanding | <1% | <1% |
Notes: Company-wide beneficial ownership tables include options/warrants exercisable within 60 days; both proxies show Spragens below 1% ownership, indicating limited personal economic alignment relative to float .
Governance Assessment
- Signals of effectiveness: Independent audit oversight with financial expert designation; stable participation across 2023; policy-based compensation with modest cash and time-based option grants supports alignment without undue risk-taking .
- Ownership alignment: <1% stake; presence of options modestly increases alignment but remains limited—common in micro/small-cap biotech governance structures .
- Investor-driven board changes: Resignation coordinated under July 2025 financing agreement (RA Capital-led Series B), reducing board size; company disclosed no disagreements, yet this underscores investor influence over board composition and potential governance continuity risk .
RED FLAGS
- Significant dilution from Series B Preferred conversion approved September 26, 2025 (potential issuance up to ~250 million shares; overhang that could depress price), though not director-specific, it frames investor confidence and board oversight context during Spragens’ final months on the board .
- Board composition changes tied to financing terms (Spragens resignation per investor agreement) may indicate governance driven by capital structure pressures rather than long-term board planning .
Director Compensation Structure (Reference)
- Initial director equity grant: 35,000 options, 3-year vest; annual grant: 20,000 options, 2-year vest; option exercise price ≥ fair market value; 10-year maximum term .
- Cash retainers and committee fees as outlined in Fixed Compensation section; 2024 actual fees for Spragens totaled $31,417 and option grant fair value $45,822 (total $77,239) .
Policies and Risk Controls
- Independence determinations: Board affirmed Spragens’ independence under Nasdaq rules (2024, 2025) .
- Hedging policy: Company prohibits director/officer/employee hedging transactions; supports alignment with long-term shareholder outcomes .
- Related-party transactions: Audit Committee reviews and must approve related-party transactions under written policy; no Spragens-specific related-party transactions disclosed .
- Legal proceedings: No director legal proceedings requiring disclosure under Regulation S-K during period; reduces litigation risk overlay on governance .
Voting and Events Context (FY 2024–FY 2025)
| Item | Outcome |
|---|---|
| FY 2024 annual meeting: Plan amendment (increase shares to 5.5M; 5% evergreen up to 10M) | Board recommended and sought approval; policy foundational to director equity grants |
| Sep 26, 2025 special meeting: Series B Nasdaq conversion and amended Plan (31.93M shares; evergreen up to 73.75M) | Both proposals approved; votes For/Against recorded; board unanimously recommended |
These actions expanded equity capacity substantially; while strategic for retention and financing, they elevate dilution overhang and should be considered in governance risk evaluation .