Gene Salkind
About Gene Salkind
Gene Salkind, M.D., age 71, has served as a director of Upexi since January 2021. He is a practicing neurosurgeon with more than 35 years of experience, educated at the University of Pennsylvania (B.A., Cum Laude, 1974) and Lewis Katz School of Medicine (M.D., 1979), and has held chief positions in neurosurgery at multiple Philadelphia hospitals. He is also a prominent life sciences investor and currently serves on additional company boards, bringing capital markets and healthcare expertise to Upexi’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holy Redeemer Hospital; Albert Einstein Medical Center; Jeanes Hospital (Philadelphia) | Chief of Neurosurgery | Various (post-1985) | Led neurosurgery departments; authored peer-reviewed articles and national lectures |
| University of Pennsylvania; Allegheny Health Education and Research Foundation; Lewis Katz School of Medicine | Professor/Academic roles | Various | Teaching and research appointments |
| Strategic Advisory Board, Bio Symetrics | Advisory Board Member | Since 2019 | Advises AI/data-focused healthcare analytics firm |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cure Pharmaceuticals | Director | Not disclosed | Biotech drug delivery focus |
| Mobiquity Technologies, Inc. | Director | Not disclosed | Digital engagement/ad-tech company |
| DermTech International | Former Director | Not disclosed | Non-invasive dermatology diagnostics |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating & Governance; Compensation Committee Chair (Salkind), Audit Committee Chair (Dugan), Nominating & Governance Chair (Williams) .
- Independence: Board determined Dr. Salkind is independent under Nasdaq criteria; independence reviewed annually and related-party transactions assessed by the Audit Committee .
- Attendance and engagement: Board met 5 times in FY2024; all directors attended all meetings except one (4 of 5 present). Directors strongly encouraged to attend annual meetings; all board members attended the last annual meeting .
- Board leadership: Combined Chairman/CEO role (Allan Marshall); independent directors have access to management and advisors and may request executive sessions .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board meeting fees (cash) | $25,000 | Directors receive $5,000 per quarterly board meeting |
| Committee chair fees (cash) | $5,000–$7,000 per year | Compensation Committee chaired by Salkind |
| Other cash fees | — | Not disclosed beyond fees above |
Performance Compensation
| Equity Award Type | Grant Date | Number of Securities | Exercise/Strike Price | Expiration | Status |
|---|---|---|---|---|---|
| Stock Options | 09/30/2017 | 2,500 | $77.40 | 09/30/2027 | Outstanding/exercisable |
| Stock Options | 07/21/2021 | 2,500 | $83.60 | 07/21/2031 | Outstanding/exercisable |
| Stock Options | 02/01/2031 | 1,389 | $30.60 | 02/01/2031 | Outstanding/exercisable |
| RSUs/PSUs | — | — | — | — | No director stock awards disclosed for FY2024 |
No performance metrics (TSR, EBITDA, ESG) tied to director compensation were disclosed. The Compensation Committee oversees executive compensation and equity plan administration but director pay is primarily fixed cash plus legacy options .
Other Directorships & Interlocks
| Company | Shared Directorships/Interlocks | Potential Conflict Notes |
|---|---|---|
| Cure Pharmaceuticals; Mobiquity Technologies; DermTech International | None disclosed with Upexi counterparties | No related-party transactions disclosed involving Salkind; Audit Committee reviews/approves any such transactions if they occur . |
Expertise & Qualifications
- Clinical leadership: Decades of neurosurgical practice and department leadership; national lectures and peer-reviewed publications .
- Investment experience: Early-stage and growth investing in life sciences (e.g., Intuitive Surgical, Pharmacyclics, Centocor) with notable exits .
- Governance: Chairs Compensation Committee; serves on Audit and Nominating & Governance Committees .
Equity Ownership
| Date | Common Shares Beneficially Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % of Common |
|---|---|---|---|---|
| April 11, 2025 | 123,898 | 25,000 | 148,898 | 10.26% |
| June 20, 2025 | 365,127 | 25,000 | 390,127 | 1.02% |
The drop in reported percentage reflects a large increase in shares outstanding between April and June 2025, rather than sales by Salkind, based on company share count disclosures .
Insider Trades
| Filing Type | Filed Date | Transaction Dates Cited | Notes |
|---|---|---|---|
| Form 4 (late filing) | April 25, 2025 | January 17, 2025; April 17, 2025 | Company reported Salkind filed late Form 4s covering these transactions |
Compensation Structure Analysis
- Equity plan expansion: Share reserve increased proposal from 500,000 to 10,000,000 shares in May 2025; Special Meeting further proposed increasing to 25,000,000 for both Options and Restricted Stock. This materially increases equity-based compensation capacity, with dilution implications .
- Capital program dilution risk: $500 million equity line under Nasdaq Rule 5635(d) projected ~146% dilution if fully drawn over one year at $6.40/share, requiring shareholder approval. Compensation and capital structure oversight are board-level responsibilities impacting alignment and investor confidence .
Governance Assessment
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Strengths: Multi-committee service and Compensation Chair role suggest active governance engagement; independent status confirmed; strong board/committee meeting cadence and high attendance .
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Alignment: Significant personal share ownership supports skin-in-the-game; options outstanding are deeply out-of-the-money legacy grants, limiting near-term windfall risk .
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Red flags:
- Late Section 16 filings (Form 4) indicate control/compliance lapses; investors often view repeated late filings negatively .
- Absence of a hedging policy for officers/directors, raising potential misalignment risks if hedging were used (company explicitly states no hedging policy adopted) .
- Aggressive equity plan expansions and large equity line authorization elevate dilution risk; increases require close scrutiny of grant practices and pay-for-performance alignment under Salkind’s Compensation Chair oversight .
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Independence considerations: Despite high beneficial ownership early in 2025 (10.26% of common), board determined Salkind independent under Nasdaq rules after related-party review, which warrants ongoing monitoring for conflicts and voting impartiality as Compensation Chair .
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Committee effectiveness signals: Audit Committee met 5x in FY2024; Compensation met 2x and Nominating & Governance met 2x; cadence is reasonable for a small-cap issuer amid strategic shifts, but compensation decisions during periods of significant share issuance should be transparently tied to performance outcomes .
Overall, Salkind’s medical and investment background adds domain diversity; however, compliance lapses and the company’s capital/comp plan expansion create governance optics that require continued engagement and clear performance-linked grant policies to bolster investor confidence .