Gregory Bailey
About Gregory H. Bailey, M.D.
Independent Class III director (age 68) serving since August 2018; previously Chair of the Board from October 2018 to May 2022. Trained physician turned biotech investor/operator; current executive chairman of Juvenescence Limited, with prior 10 years practicing emergency medicine and extensive venture leadership. Holds an M.D. from the University of Western Ontario. Board tenure continues through the 2026 annual meeting; qualifies as “independent” under NYSE American Section 803(A).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Serina Therapeutics (SER) | Chair of the Board | Oct 2018 – May 2022 | Led board through transition; current independent director (Class III) |
| Juvenescence Limited | CEO | Oct 2017 – Jan 2023 | Led strategy/capital raising; now executive chairman |
| Palantir Group, Inc. | Managing Partner | Prior | Merchant banking; founded/financed biotech startups |
| Emergency Medicine (Canada) | Physician | ~10 years | Clinical practice preceded finance career |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Juvenescence Limited | Executive Chairman | Current | >5% stockholder of SER via JuvVentures (UK) Limited |
| Manx Financial Group plc | Director | Current | Public company board service |
| BioHaven Ltd. | Director | Current | Public company board service |
| Portage Biotech, Inc. | Director | Current | Public company board service |
Board Governance
- Committee assignments (current): Compensation Committee member; previously served as Compensation Committee Chair during 2024. Not on Audit or Nominating & Corporate Governance Committees currently.
- Independence: Qualifies as independent under NYSE American Section 803(A); Audit and Compensation committees meet heightened independence standards.
- Attendance: Board met 8 times in 2024; none of the current directors who served in 2024 attended fewer than 75% of board/committee meetings.
- Executive sessions: Non-management directors meet periodically in executive session without management.
| Committee | Role | Period |
|---|---|---|
| Compensation | Chair | 2024 |
| Compensation | Member | Current (2025) |
| Audit | — | Not a member |
| Nominating & Corporate Governance | — | Not a member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Notes |
|---|---|---|
| 2024 | $21,250 | Director cash fees under policy; paid quarterly, prorated for service days |
- Director Compensation Policy (effective April 1, 2024): Annual board retainer $40,000; Audit Chair $10,000; Audit Member $5,000; Compensation Chair $5,000; Compensation Member $2,500; Nominating Chair $5,000; Nominating Member $2,500; paid quarterly, prorated.
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, USD) | Vesting/Structure |
|---|---|---|
| 2024 | $411,864 | Director equity awards; policy grants vest in equal yearly installments over 3 years (time-based) |
Director Equity Grant Policy Terms:
- Transition Award: 40,000 options to non-employee directors as of April 1, 2024; vest in equal yearly installments over 3 years.
- Initial Award: 40,000 options for newly appointed/elected non-employee directors; vest in equal yearly installments over 3 years.
- Annual Award: 10,000 options at each annual meeting for continuing non-employee directors; vests by next annual meeting or 1-year anniversary; directors receiving Transition Award did not receive 2024 Annual Award.
No director performance metrics (TSR, revenue, EBITDA, ESG) are disclosed as determinants of director equity grants; vesting appears service-based only.
Other Directorships & Interlocks
| Relationship | Description |
|---|---|
| Major shareholder interlock | Juvenescence (via JuvVentures) holds ~38.2% of SER; Bailey is executive chairman of Juvenescence. |
| Board presence of major shareholder | Two Juvenescence executives on SER’s board: Bailey (executive chair of Juvenescence) and Richard Marshall (CEO of Juvenescence). |
| Cross-directorship network | Bailey sits on boards of Manx Financial Group plc, BioHaven Ltd., and Portage Biotech, Inc. |
Expertise & Qualifications
- Physician executive and biotech investor/operator; deep venture finance and company formation experience.
- Medical training (M.D.), emergency medicine background; technical literacy in biotech.
Equity Ownership
| Holder | Components | Amount (Shares) | Percent of Total |
|---|---|---|---|
| Gregory H. Bailey, M.D. | Common shares | 67,243 | 7.7% total beneficial |
| Series A Convertible Preferred (convertible to common) | 793,050 (from 762,548 preferred) | — | |
| Options exercisable within 60 days | 13,333 | — | |
| Total beneficial ownership | Sum of above | 873,626 | 7.7% |
Shares outstanding used for calculation: 10,537,181 as of September 17, 2025.
Related-Party Transactions & Potential Conflicts
- Affiliation with >5% holder: Bailey is executive chairman of Juvenescence, which (via JuvVentures) beneficially owns ~38.2% of SER.
- 2025 Series A Preferred Purchase: Bailey purchased Series A Convertible Preferred in April 2025 at $5.18 per share (part of ~$5 million private placement).
- 2025 Convertible Note and Warrants: On September 9, 2025, SER entered into a senior unsecured 10% convertible note facility up to $20 million with Bailey (as lender), convertible at $5.18/share; milestone-based draw tranches; 100% coverage warrants at $5.44 strike issued on each funding date; five-year maturity; senior to junior debt, pari passu to other unsecured debt; prepayable without penalty. Requires shareholder approval under NYSE American Rule 713(a) due to potential ≥20% issuance.
- Juvenescence 2024 Transactions: November 2024 purchase of 1,000,000 common shares at $10.00/share and issuance of 755,728 replacement incentive warrants at $18.00 strike; December 2024 stock sale of UniverXome (legacy AgeX assets) to Juvenescence, with Juvenescence assuming ~$11.3M secured debt.
- Oversight & Procedures: SER has an Amended and Restated Related-Person Transaction Policy requiring Audit Committee or a Special Committee of disinterested directors to review/approve related party transactions >$120,000; Audit Committee charter includes review/approval of related party transactions.
Independence statement: Despite affiliations, Bailey is deemed “independent” under NYSE American Section 803(A). Governance observers may view his dual role as investor/lender and compensation committee member as a potential conflict requiring robust committee independence and special committee oversight.
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $21,250 | Included in fees earned; policy rates disclosed (Comp Member $2,500) | Not disclosed | $21,250 |
Performance Compensation (Director)
| Year | Equity Instrument | Grant-Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| 2024 | Stock options | $411,864 | Policy: equal yearly installments over 3 years for policy grants | Specific grant counts/strike not disclosed for Bailey |
Compensation Committee Analysis
- Composition (current): Chair Karen J. Wilson; Members Gregory H. Bailey, M.D.; Stephen Brannan, M.D. All “non-employee” and independent under NYSE American; CEO excluded from deliberations on his pay.
- Authority: Full access; may retain independent compensation consultants and advisors at company expense; required to evaluate adviser independence per NYSE American factors (no requirement to be independent).
- Interlocks: No SER executive serves on a board/comp committee of another entity whose executives serve on SER’s board/Comp Committee.
Equity Ownership Alignment & Policies
- Alignment: Bailey holds significant economic interest via common, convertible preferred, and options; additional exposure via convertible note and warrants as lender, aligning incentives but also introducing creditor priorities.
- Pledging/Hedging: Insider Trading Policy governs trading windows and requires pre-clearance; hedging/pledging specifics not disclosed.
- Clawback: Company maintains clawback policy for executive incentive comp tied to financial reporting measures; director clawback terms not specified.
Risk Indicators & RED FLAGS
- RED FLAG: Dual role as executive chairman of Juvenescence (largest shareholder) and SER director; potential influence on capital decisions and governance.
- RED FLAG: Personal participation as lender in 2025 convertible note and receipt of warrants; sits on Compensation Committee. Elevates related-party exposure; requires rigorous special committee oversight.
- Section 16 Compliance: Company reports overall compliance for 2024; Juvenescence filed a late Form 4 on May 18, 2024 (not attributed to Bailey personally).
Governance Assessment
- Positives: Extensive biotech operating and investment experience; independent director status under NYSE rules; strong board/committee attendance; formal related-party policy and Audit Committee oversight; Compensation Committee structured with independent members and authority to use outside advisors.
- Concerns: Significant interlocks and financial ties (major shareholder leadership, personal preferred investment, lender/warrants) create perceived conflicts, particularly with continued service on Compensation Committee; dilution and control implications of the Convertible Note/Warrants require vigilant shareholder protections and special committee process.
- Implication: Investors should monitor committee independence practices, disclosure of recusal/special committee processes on related financings, and outcomes of shareholder approvals under NYSE Rule 713(a) to assess governance quality and alignment.