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Richard D. Peterson

About Richard D. Peterson

Independent director since 2014 (11 years of service), age 57. Peterson is Audit Committee Chair, a designated “audit committee financial expert,” and a member of the Compensation Committee; he currently serves as CFO of Turn Biotechnologies, Inc. (private) . He brings >20 years of executive finance and accounting experience, including EVP/CFO/Treasurer of NYSE-listed Medicis (2008–2012) and CFO roles across multiple biotech companies .

Past Roles

OrganizationRoleTenureCommittees/Impact
Turn Biotechnologies, Inc.Chief Financial Officer2022–present External CFO experience; financial reporting and controls expertise
Clarus TherapeuticsChief Financial Officer2021–2022 Public-company CFO background in life sciences
Botanix Pharmaceuticals; Sienna Biopharmaceuticals, Inc.; Novan, Inc.Chief Financial Officer (various)2015–2020 Led finance across multiple biotech issuers
Medicis Pharmaceutical Corporation (NYSE)EVP, CFO & Treasurer; prior executive roles1995–2012 (EVP/CFO 2008–2012) Public-company finance leadership; governance and reporting

External Roles

OrganizationRolePublic/PrivateNotes
Turn Biotechnologies, Inc.Chief Financial OfficerPrivate Current day-job; no UVE-related transaction disclosed

No other current public-company directorships are disclosed in the proxy .

Board Governance

  • Independence: The Board determined Peterson is independent; 9 of 12 nominees are independent .
  • Committee assignments: Audit Committee Chair and Compensation Committee member; designated Audit Committee financial expert .
  • Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings and were present at the 2024 Annual Meeting .
  • Executive sessions: Independent directors held 2 executive sessions in 2024; Lead Independent Director (Pietrangelo) chairs these .
  • Governance practices: Prohibition on hedging/pledging; director stock ownership guideline of ≥3× annual cash retainer within 5 years .

Fixed Compensation

ComponentAmountNotes
Annual cash retainer$85,000 Standard non-employee director retainer
Audit Committee Chair fee$20,000 Chair premium reflects oversight workload
Total fees paid in cash (2024)$105,000 Per Director Summary Compensation Table
Equity grant (restricted stock)$65,002 3,491 shares; grant-date fair value; vests 100% one year post-grant
Total (cash + equity, 2024)$170,002 Per Director Summary Compensation Table

Performance Compensation

  • No performance-linked director compensation is disclosed; non-employee director equity is time-based restricted stock or RSUs granted annually (~$65,000 grant-date value), vesting after one year .

Other Directorships & Interlocks

  • Current public-company boards: None disclosed .
  • Interlocks/potential overlaps: No related-party transactions involving Peterson disclosed; related-party section lists transactions tied to other directors’ family members only .

Expertise & Qualifications

  • Designated “audit committee financial expert” under SEC rules; deep finance/accounting, SEC reporting, and executive leadership experience .
  • Sector experience: Life sciences/biotech CFO; public-company governance at Medicis .
  • Committees: Audit (Chair), Compensation (Member) .

Equity Ownership

MetricValue
Total beneficial ownership (common shares)24,082
Included unvested restricted stock3,491 shares (as of 12/31/2024)
Percent of classBelow 1% (asterisk in proxy)
Pledging/hedgingProhibited for directors
Ownership guideline≥3× annual cash retainer within 5 years of joining the Board

Governance Assessment

  • Strengths: Independent status; Audit Chair with SEC-defined financial expert designation; strong attendance; robust audit oversight (6 Audit Committee meetings in 2024) . Annual director equity plus stock ownership guidelines and no-hedge/pledge rules support alignment with shareholders .
  • Potential conflicts: None disclosed related to Peterson; no related-party transactions noted in proxy .
  • Compensation alignment: Director pay structure is modest and balanced (cash retainer plus time-based equity); no director performance pay that could bias oversight .
  • Board effectiveness context: Independent committees (Audit, Compensation, Nominating & Governance), executive sessions led by an LID, annual elections, and annual self-evaluations indicate solid governance hygiene .

RED FLAGS: None specific to Peterson disclosed. No hedging/pledging allowed; no related-party transactions; attendance thresholds met .