Richard S. Nelson
vTv TherapeuticsAbout Richard S. Nelson
Richard S. Nelson (age 55) has served on vTv Therapeutics’ Board since November 2020. He is currently Chief Business Officer (since May 2024), previously EVP, Corporate Development (since August 2022) and served as interim CEO (March–August 2022). His background includes senior corporate/business development roles at Vericast (EVP, Corporate Development since August 2015), The Nielsen Company, IAC/InterActiveCorp, and Trendum; earlier he was an M&A attorney at Skadden, Arps. He holds a BBA in Finance from the University of Michigan (Ross) and a J.D. from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| vTv Therapeutics Inc. | Chief Business Officer | Since May 2024 | Senior executive overseeing business development |
| vTv Therapeutics Inc. | EVP, Corporate Development | Since Aug 2022 | Corporate development leadership; Board director since Nov 2020 |
| vTv Therapeutics Inc. | Interim Chief Executive Officer | Mar 2022 – Aug 2022 | Led company during transition |
| Vericast | EVP, Corporate Development | Aug 2015 – present | Senior corporate/business development leadership |
| The Nielsen Company; IAC/InterActiveCorp; Trendum | Senior corporate/business development positions | Prior roles (years not specified) | Strategic/business development |
| Skadden, Arps, Slate, Meagher & Flom | M&A Attorney | Early career | Transaction execution (M&A) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Michigan Rogel Cancer Center | National Advisory Board Member | Not disclosed | Advisory role |
| Think Pink Rocks (breast cancer charity) | Board of Directors | Not disclosed | Non-profit board service |
Board Governance
- Independence: Not independent. The Board determined Drs. Akkaraju, Cheong, Al Marzooqi, Phillips, and Mr. Spiegelman as independent; Mr. Nelson is not listed and is a current executive officer. The Investor Rights Agreement designates him a MacAndrews (M&F) nominee .
- Committee assignments: None disclosed for Mr. Nelson. 2025 committees: Audit (Spiegelman, Chair; Akkaraju; Phillips), Compensation (Phillips, Chair; Cheong; Al Marzooqi), Nominating & Corporate Governance (Cheong, Chair; Spiegelman) .
- Attendance: In 2024, all directors attended at least 94% of aggregate Board and committee meetings; in 2023, at least 87% (companywide, not by director) .
- Board structure and investor rights: M&F (MacAndrews) may designate two nominees (including Nelson) while certain 2024 financing lead investors may designate three; Board voting procedures require at least five directors to approve major actions for three years after the 2024 financing .
Fixed Compensation
| Component | Nelson Status | 2024/2025 Non-Employee Director Policy (for context) |
|---|---|---|
| Board cash retainer | Not disclosed for Nelson (employee-director; director compensation tables cover non-employee directors) | $40,000 annual retainer; additional $35,000 for non-executive Chair |
| Committee chair retainers | Not applicable to Nelson | Audit Chair $20,000; Compensation Chair $10,000; Nominating Chair $8,000 |
| Committee member retainers | Not applicable to Nelson | Audit $7,500; Compensation $5,000; Nominating $4,000 |
Note: The director compensation section applies to non-employee directors; Mr. Nelson is a current employee and is not listed in the non-employee director compensation table .
Performance Compensation
- Director equity awards for Nelson: None disclosed. Non-employee director policy provides for appointment grants (6,000 options vesting monthly over 3 years) and annual election/re-election grants (3,000 options vesting after one year), plus chair appointment grant (4,375 options vesting after one year) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed for Nelson |
| Investor designation | MacAndrews (M&F) has the right to designate two nominees; Mr. Nelson is one of the M&F nominees . |
| Structural interlocks | Investor rights from 2024 Securities Purchase Agreement give lead investors three nominees and require supermajority Board approval (5 directors) for certain major actions for three years . |
Expertise & Qualifications
- Finance and legal training (BBA in Finance, University of Michigan Ross; J.D., NYU Law) with M&A and corporate development expertise from Skadden and senior roles at Nielsen, IAC, Vericast; brings transaction, partnering, and BD capabilities relevant to license/financing execution in biotech .
Equity Ownership
| Metric (as of April 1, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 36,991 (1.15% of outstanding) |
| Direct holdings | 1,250 Class A shares; plus 250 Class A shares held by spouse as custodian for a minor child (disclaimed) |
| Options exercisable within 60 days | 35,491 options (vested/exercisable within 60 days) |
| Ownership as % of outstanding | 1.15% (based on 3,189,606 as-converted shares outstanding) |
| Pledged shares | No pledging disclosed in proxy for Nelson |
Governance Assessment
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Strengths:
- Board retains majority of independent directors (5 of 7), with refreshed committee leadership including an “audit committee financial expert” (Spiegelman) .
- Company discloses robust related-party transaction policy overseen by the Audit Committee, and trading policy restricting hedging/short sales by insiders .
- Director attendance strong (≥94% in 2024) supporting engagement .
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Potential conflicts/RED FLAGS:
- Controlling shareholder influence: MacAndrews’ board nomination rights (including Nelson) and a Tax Receivable Agreement (TRA) that may align M&F’s tax interests differently from other shareholders could influence strategic decisions (e.g., timing of asset sales, financing, TRA termination) .
- Supermajority Board voting requirements (5 directors) for three years post-2024 financing concentrate decision rights and could complicate responsiveness during strategic transactions—important for investors to monitor alignment among investor-nominee directors .
- Management-director overlap: Nelson serves both as an executive (CBO) and as a director, reducing independence and potentially creating management/board conflicts on BD strategy and compensation deliberations (although he does not sit on key committees) .
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Director compensation alignment: Nelson is not included in non-employee director compensation, and his specific employee compensation is not disclosed as an NEO in 2024; alignment relies primarily on his option holdings and share ownership noted above .
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Compliance/insider filings: The company reported Section 16 compliance in 2024 with exceptions related to Samsara/Dr. Akkaraju; there were no reported delinquencies attributed to Nelson .
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Attendance/engagement: Company-level attendance is high; no indication of low attendance by Nelson .
Bottom line: Nelson brings deep BD and M&A expertise valuable to partnership/licensing outcomes. However, as a MacAndrews-designated, non-independent executive-director within an investor-influenced governance framework (TRA and supermajority voting), investors should monitor potential conflict vectors around major transactions, financing terms, and strategic timing, while taking comfort that he is not on the audit/compensation/governance committees and maintains meaningful option-based alignment with shareholders .