Grace Hyun
VERUAbout Grace Hyun
Grace Hyun, M.D., age 53, has served as an independent director of Veru Inc. since August 2020. She is Director of Pediatric Urology at NYU Langone Hospital–Brooklyn and Clinical Associate Professor at NYU Langone School of Medicine, with an M.D. from Cornell University Medical School and a B.A. in History from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Langone Hospital–Brooklyn | Director of Pediatric Urology | 2017–present | Clinical leadership; pediatric urology expertise |
| NYU Langone School of Medicine | Clinical Associate Professor | 2017–present | Academic leadership; training physicians |
| The Mount Sinai Medical Center | Associate Director of Pediatric Urology | 2011–2017 | Program leadership; pediatric urology |
| The Mount Sinai School of Medicine | Assistant Professor | 2011–2017 | Teaching and research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Section, American Urological Association | Board Member | Not disclosed | Professional standards and governance |
| New York Academy of Medicine | Board Member | Not disclosed | Health policy and education |
| Societies of Pediatric Urology | Board Member | Not disclosed | Specialty practice standards |
Board Governance
- Committee memberships: Audit Committee (member) and Compensation Committee (member); not a committee chair .
- FY2024 attendance: 100% of Board and committee meetings during period of service .
- Independence: Determined independent under NASDAQ standards .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director, which concentrates authority and may affect independent oversight .
- Insider trading/hedging policy: Prohibits hedging transactions and pledging unless pre-cleared; pre-clearance required for director trades and blackout periods enforced .
- Clawback: Company adopted an executive compensation clawback policy effective November 30, 2023; a 2023 restatement did not trigger recoupment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company does not pay cash retainers to non‑employee directors . |
| Committee membership fees | $0 | No cash committee fees disclosed . |
| Committee chair fees | $0 | No cash chair fees disclosed . |
| Meeting fees | $0 | No cash meeting fees disclosed . |
Performance Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Option awards – grant date fair value | $61,788 | Director equity compensation in options; ASC 718 fair value . |
| Equity type | Stock options | Company grants options to directors; no RSUs disclosed for directors . |
| Grant cadence | Aug 2024, Oct 2024 grants | Regularly scheduled director grants; vesting minimums per plan . |
Vesting schedule detail (as of 9/30/2024):
- Unvested options: 186,665, vesting as:
- 18,333 on 11/03/2024; 1,666 on 03/29/2025
- 53,333 one‑half on each of 11/02/2024 and 11/02/2025
- 13,333 one‑half on each of 05/09/2025 and 05/09/2026
- 60,000 one‑third on each of 10/02/2024, 10/02/2025, 10/02/2026
- 40,000 one‑third on each of 08/06/2025, 08/06/2026, 08/06/2027
Plan governance features affecting director equity:
- Minimum 12‑month vesting (limited exceptions); dividends on unvested awards withheld until vesting; repricing prohibited; exercise/grant price ≥ fair market value; 10‑year plan term ending March 20, 2028 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Hyun .
- Interlocks with competitors/suppliers/customers: None disclosed for Dr. Hyun .
Expertise & Qualifications
- Medical expertise in pediatric urology; clinical and academic leadership roles at NYU Langone and Mount Sinai .
- Board service in professional medical associations contributing sector knowledge relevant to Veru’s focus .
Equity Ownership
| Metric | 01/16/2025 | 05/28/2025 |
|---|---|---|
| Shares owned directly | 14,790 | 14,790 |
| Options exercisable within 60 days | 193,335 | 201,668 |
| Total beneficial ownership (shares) | 208,125 | 216,458 |
| Percent of class | <1% (starred) | <1% (starred) |
As-of 9/30/2024 option status:
| Category | Count |
|---|---|
| Vested options | 128,335 |
| Unvested options | 186,665 |
Policy signals:
- Hedging prohibited; pledging restricted and requires pre‑clearance .
Insider Trades
| Date Filed | Form | Transaction (as disclosed) |
|---|---|---|
| 11/17/2023 | Form 4 | Reported option award dated 10/02/2023 |
Governance Assessment
- Board effectiveness: Hyun’s 100% attendance and dual committee service (Audit and Compensation) indicate active engagement and governance contribution . Her medical domain expertise aligns with Veru’s industry, strengthening board oversight of clinical strategy .
- Independence and alignment: Independent status supports objective oversight; director pay is fully equity‑based (no cash retainers), promoting alignment with shareholders, though options are time‑based rather than performance‑conditioned .
- Risk oversight context: Veru reported material weaknesses and restatements and had a going‑concern emphasis from prior auditor; Hyun’s Audit Committee role places direct responsibility on remediation and financial reporting quality—a critical investor confidence lever .
- Potential conflicts: No related‑party transactions disclosed involving Hyun; however, family employment of CEO and CCO (outside Hyun) is a governance red flag the Compensation and Nominating committees should monitor for independence and fairness .
- Structural concern: Absence of a Lead Independent Director coupled with CEO‑Chair duality may constrain independent board leadership; continuous monitoring of executive session practices and committee autonomy is warranted .