Bruce Bernstein
About Bruce T. Bernstein
Independent director of Synaptogenix (Class I; term expires at the 2025 annual meeting). Age 60 as of the 2024 proxy; over 30 years in the securities industry spanning portfolio management, arbitrage, and structured products; B.B.A. from CUNY Baruch College . First appointed as director at Neurotrope on November 14, 2016 (pre-spin predecessor to Synaptogenix), continuing service post spin-off .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockmore Capital, LLC | President (manager of direct investment/lending fund; peak AUM $140mm) | Since 2006 | Alternative finance expertise; direct investing and lending |
| Omicron Capital, LP | Co-President | Joined 2001 | Focused on direct investing/lending to public small caps; peak AUM $260mm |
| Fortis Investments Inc. | SVP, Global Securities Arbitrage; later President (U.S. proprietary investment business) | Prior to 2001 | Equity structured products/arbitrage leadership |
| Nomura Securities International | Director, Equity Derivatives Group | Prior to Fortis | Cross-border tax arbitrage, domestic equity arbitrage, structured equity swaps |
| Kidder Peabody | Assistant Treasurer | Early career | Capital markets grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XpresSpa Holdings | Director | Not disclosed | Airport spa company; board service |
| Petros Pharmaceuticals, Inc. | Director | Not disclosed | Public pharma company; board service |
| Summit Digital Health | Director | Not disclosed | Laser-based blood glucose monitor distributor |
Board Governance
- Independence: The Board determined Bernstein qualifies as an independent director under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member (Chair: William S. Singer) .
- Financial expert: Designated “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Attendance: In FY2023, no director attended fewer than 75% of Board and committee meetings; Board met 5 times; Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee did not meet .
- Board leadership: Chair and CEO roles separated; primary Board responsibilities include oversight, risk management, and succession planning .
- Special Committee: On Dec 20, 2024, the Board formed an independent Special Committee to explore strategic opportunities given balance sheet strength .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual retainer (non-employee director) | $60,000 | Policy adopted Mar 29, 2023 | Policy specifies $120,000 Chair; $100,000 Vice Chair; $60,000 other non-employee directors |
| Cash fees paid (Bernstein) | $60,000 | FY2023 | As reported in Director Compensation table |
Performance Compensation
| Program/Instrument | Grant Size | Grant Timing | Vesting | 2023 Value (Bernstein) | Governance Features |
|---|---|---|---|---|---|
| Annual Nonqualified Stock Options (Director Compensation Policy) | Up to 20,000 options | 5th business day after filing the Form 10-K | 100% on 1-year anniversary, subject to service | $14,941 (aggregate grant date fair value) | No discounted options; no repricing without stockholder approval; no dividends pre-vesting |
| New Director Options (upon appointment) | Up to 20,000 options | Upon appointment | 50% at grant; 25% at 1 year; 25% at 2 years, subject to service | Not applicable (Bernstein not newly appointed in 2023) | Same plan governance features apply |
No director-specific performance metrics (e.g., TSR, EBITDA) are disclosed for non-employee director equity awards; awards are time-based under the 2020 Equity Incentive Plan .
Other Directorships & Interlocks
| Type | Entity | Description |
|---|---|---|
| Public company boards | XpresSpa Holdings; Petros Pharmaceuticals, Inc. | Current roles disclosed |
| Private/other | Summit Digital Health | Current role disclosed |
| Committee interlock risk | PharmaCyte Biotech | CFO Robert Weinstein serves on PharmaCyte’s board where Compensation Committee Chair Joshua Silverman is Interim CEO/President/Chairman; Bernstein sits on SNPX’s Compensation Committee alongside Silverman |
Expertise & Qualifications
- Over three decades in securities industry, including senior portfolio management, arbitrage strategy structuring, and equity derivatives .
- Audit committee financial expert designation, reinforcing financial oversight capability .
- Education: B.B.A., CUNY Baruch College .
Equity Ownership
| Metric | Oct 21, 2024 (oldest) | Jun 20, 2025 (newest) |
|---|---|---|
| Total beneficial ownership (shares) | 5,303 | 6,103 |
| Percent of shares outstanding | <1% | <1% |
| Common shares owned | 1,103 | 1,103 |
| Options exercisable within 60 days | 4,200 | 5,000 |
| Shares outstanding basis (company) | 1,355,613 | 2,163,690 |
| Group ownership (all directors & officers) | 37,823 (2.73%) | 41,026 (1.87%) |
Hedging prohibition: Company policy bars executives and directors from short sales, puts/calls, and hedging transactions (cashless collars), supporting alignment .
Governance Assessment
- Strengths:
- Audit Committee Chair and SEC “financial expert” designation signal rigor in financial oversight and controls .
- Independence affirmed; attendance met thresholds; separation of Chair/CEO roles supports balanced governance .
- Director compensation utilizes equity options with one-year vesting, and plan prohibits repricing/discounted options, aligning with shareholders .
- Concerns/RED FLAGS:
- Nominating & Corporate Governance Committee did not meet in FY2023, raising questions about board refreshment and evaluation cadence during a strategic pivot year .
- Compensation Committee interlock: CFO sits on PharmaCyte’s board where SNPX Compensation Chair is interim CEO/Chair; Bernstein’s presence on SNPX Compensation Committee warrants monitoring for perceived influence channels, even though the proxy notes no officer cross-service on reciprocal compensation committees beyond this CFO/Silverman link .
- Modest personal “skin in the game” (<1% ownership; small absolute share count); while typical for micro-cap boards, investors may prefer higher director ownership to reinforce alignment .
Engagement signal: Formation of an independent Special Committee (Dec 20, 2024) indicates active oversight of strategy and capital allocation amid reduced R&D burn and significant cash reserves .