Michael Rankowitz
VERUAbout Michael L. Rankowitz
Michael L. Rankowitz (age 67) has served as an independent director of Veru Inc. since March 2018; he is currently Chair of the Compensation Committee and a member of the Audit and Nominating & Corporate Governance Committees. He is a Senior Advisor at Morgan Stanley (since 2001), and previously served as Managing Director and co-head of Global High Yield, overseeing risk management, research, and sales across high yield, emerging markets, bank debt, and distressed securities; he holds a B.S. in Mathematics from the University of Vermont .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Senior Advisor | 2001–present | Senior advisory in fixed income and risk |
| Morgan Stanley | Managing Director; Co-head Global High Yield | 1992–2001 | Led risk management, research, sales for high yield/emerging markets/bank debt/distressed |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| NF Investment Corp. | Director (prior) | Not specified as current |
| Carlyle Funds | Director (prior) | Not specified as current |
| 1st Tee of Metropolitan New York | Director (prior) | Non-profit board |
| Discover Card | Director (prior) | Not specified as current |
| Clarent Hospital Corp. | Director (prior) | Not specified as current |
| New York Racing Authority | Director (prior) | Not specified as current |
| International Dyslexia Association – New York Branch | Director (prior) | Non-profit board |
| Trinity School (New York) | Director (prior) | Academic/non-profit |
| Browning School (New York) | Director (prior) | Academic/non-profit |
Board Governance
- Committee assignments and chair roles: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member). Audit held 11 meetings; Compensation held 2; Nominating held 0 in FY2024 .
- Independence: Board determined Rankowitz is independent under NASDAQ standards .
- Attendance: 100% attendance at Board and all committee meetings for FY2024 by all incumbent directors .
- Board leadership: CEO serves as Chairman; no Lead Independent Director position .
- Audit Committee financial expert: Lucy Lu, M.D., qualifies as audit committee financial expert (committee includes Rankowitz as member) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $0 | Company does not pay cash retainers to non-employee directors |
| Committee chair fees | $0 | Not disclosed; no separate cash fees indicated |
| Meeting fees | $0 | Not disclosed; no cash fees indicated |
| Cash compensation (total) | $0 | Non-employee director comp is equity-only in FY2024 |
Performance Compensation
| Equity Award | Grant Timing | Structure | FY2024 Value |
|---|---|---|---|
| Stock options (non-employee director grants) | August 2024 and October 2024 | Time-based vesting; exercise price at grant’s closing price per policy | $60,974 (grant-date fair value) |
Vesting details (unvested options as of Sept 30, 2024):
- 189,999 unvested options comprising: 23,333 vest on Nov 3, 2024; 63,333 vest half on Nov 2, 2024 and Nov 2, 2025; 3,333 vest half on May 9, 2025 and May 9, 2026; 90,000 vest one-third on Oct 2, 2024, Oct 2, 2025, Oct 2, 2026; 10,000 vest one-third on Aug 6, 2025, Aug 6, 2026, Aug 6, 2027 .
Key plan features (alignment/controls):
- Minimum 12-month vesting (with limited exceptions), prohibition on repricing without shareholder approval, and clawback for certain financial non-compliance; awards may accelerate on change-of-control at the committee’s discretion .
- Equity plan increased to 26,000,000 authorized shares (subject to shareholder approval at 2025 AGM), with 100,000 share annual cap per outside director .
Other Directorships & Interlocks
- No current public company directorships disclosed; prior directorships across investment funds, financial services, healthcare, sports, and non-profits listed above. No disclosed interlocks with Veru’s customers/suppliers .
Expertise & Qualifications
- Extensive investment banking background; co-led Global High Yield at Morgan Stanley with responsibilities in risk management and coverage of distressed and emerging markets, supporting Compensation chair responsibilities and Audit membership .
- Quantitative and finance expertise (B.S. Mathematics), relevant for oversight of incentive structures and financial reporting .
Equity Ownership
| Metric | Jan 16, 2025 | May 28, 2025 |
|---|---|---|
| Shares owned directly | 100,000 | 250,000 |
| Options exercisable within 60 days | 400,001 | 401,668 |
| Total beneficial ownership (shares) | 500,001 (<1%) | 651,668 (<1%) |
| Shares outstanding reference | 146,383,920 | 146,583,920 |
Policy risk controls:
- Insider Trading Policy prohibits hedging; pledging requires pre-clearance; trading pre-clearance and blackout restrictions apply to directors .
Governance Assessment
- Strengths: Independent director with 100% attendance; deep risk and capital markets expertise; chairs Compensation Committee and serves on Audit and Nominating, indicating high engagement and influence on pay design and oversight .
- Compensation design: Equity-only director compensation (no cash retainers) aligns director incentives but increases reliance on option value; plan prohibits repricing and enforces minimum vesting, which supports pay-for-performance governance standards .
- Oversight considerations: Compensation Committee did not engage independent compensation consultants in FY2024, which may limit external benchmarking rigor; however, the committee retains authority and funding to do so .
- Board structure risk: Combined Chair/CEO and absence of a Lead Independent Director can dilute independent oversight; mitigated by fully independent committees and attendance .
- Compliance signal: Company disclosed late Form 4 filings (including for Rankowitz) for Oct 2, 2023 option awards filed Nov 17, 2023—minor reporting timeliness issue noted by the company .
- Control environment context: Auditor change in May 2024 and disclosure of material weaknesses and restatements (FY2023–FY2024) frame elevated oversight demands for Audit/Compensation committees; Audit Committee composition includes a designated financial expert .
Insider Reporting (Signal)
| Item | Event Date | Filing Date | Note |
|---|---|---|---|
| Form 4 reporting director option award | Oct 2, 2023 | Nov 17, 2023 | Company noted late filings for several directors including Rankowitz |
Key Committee Composition (Compensation Committee)
- Members: Michael L. Rankowitz (Chair), Lucy Lu, M.D., Grace Hyun, M.D., and Loren Katzovitz; no consultants engaged in FY2024 .
- Responsibilities: Executive pay oversight, equity plan administration, and director compensation policy .
Director Compensation Structure Summary
| Element | Policy |
|---|---|
| Equity grants | Outside directors received option grants in Aug and Oct 2024; annual cap 100,000 shares per outside director; minimum 12-month vesting; no repricing without shareholder approval |
| Cash compensation | None; no cash retainer or meeting fees disclosed for non-employee directors |
| Clawback | Applicable to certain incentive compensation for financial restatements; Plan includes clawback language |
Potential Conflicts / Related Party
- No related-party transactions disclosed for Rankowitz. Related-party employment disclosures pertain to other executives’ family members (not Rankowitz) .
Say-on-Pay & Shareholder Feedback
- Not disclosed for director-specific items in the 2025 proxy; pay-versus-performance and clawback disclosures pertain to executives .
Employment & Contracts
- Not applicable for independent director; no employment agreement disclosed for Rankowitz .
Performance & Track Record
- Company context includes restatements and going-concern disclosure in prior auditor report; auditor change in 2024; highlights need for robust committee oversight (Audit/Compensation) .
RED FLAGS
- Late Form 4 filing in Nov 2023 for Oct 2023 grants (minor timeliness issue) .
- No Lead Independent Director despite combined Chair/CEO .
- No external comp consultant used by Compensation Committee in FY2024 .
- Control environment issues (material weaknesses and restatements) heighten oversight risk profile .