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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turn Biotechnologies, Inc. | Chief Financial Officer | 2022–present | External CFO experience; financial reporting and controls expertise |
| Clarus Therapeutics | Chief Financial Officer | 2021–2022 | 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 roles | 1995–2012 (EVP/CFO 2008–2012) | Public-company finance leadership; governance and reporting |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Turn Biotechnologies, Inc. | Chief Financial Officer | Private | 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
| Component | Amount | Notes |
|---|---|---|
| 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
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 24,082 |
| Included unvested restricted stock | 3,491 shares (as of 12/31/2024) |
| Percent of class | Below 1% (asterisk in proxy) |
| Pledging/hedging | Prohibited 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 .