Gregory Freitag
About Gregory Freitag
Independent director at ZyVersa Therapeutics (ZVSA) since January 2023; age 63. He serves as Audit Committee Chair and has been designated the board’s “audit committee financial expert.” He holds a J.D. from the University of Chicago and a B.A. in Economics & Business and Law & Society from Macalester College. His background spans CFO/GC roles and over 30 years in life sciences, with emphasis on public company reporting and capital markets oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axogen, Inc. (NASDAQ: AXGN) | Director | Feb 2011 – Jun 2024 | Long-tenured public biotech director during commercialization/scale-up |
| Axogen, Inc. | General Counsel | Sep 2011 – Jun 2020 | Built/oversaw public company reporting, compliance |
| Axogen, Inc. | Chief Financial Officer | Sep 2011 – May 2014; Aug 2015 – Mar 2016 | Public company CFO experience; finance oversight |
| Axogen, Inc. | SVP, Business Development | May 2014 – Oct 2018 | Strategic transactions/business development |
| Axogen, Inc. | Special Counsel | Jun 2020 – Mar 2021 | Advisory support on legal/strategic matters |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDS Biotechnology Corporation (NASDAQ: PDSB) | Director | Current | Clinical-stage immunotherapy company; committee roles not disclosed |
Board Governance
- Independence: The board determined all current directors other than the CEO are independent; Freitag is independent under Nasdaq rules .
- Committee assignments (as of Apr 17, 2025): Audit (Chair), Nominating & Corporate Governance (Member); not on Compensation .
- Attendance and engagement: The board met four times in 2024; each member attended at least 75% of board and applicable committee meetings. Independent directors held at least two executive sessions in 2024. The board has no Lead Independent Director (CEO serves as Chair) .
- Risk oversight: Audit oversees major financial risk, internal control, and related party transactions. Notably, auditors cited material weaknesses in internal control over financial reporting for 2023 and 2024, heightening the importance of the Audit Chair’s oversight .
| Committee | Role | Notes |
|---|---|---|
| Audit | Chair | Designated “audit committee financial expert” |
| Nominating & Corporate Governance | Member | Board composition, evaluation, governance policy oversight |
| Compensation | — | Not a member |
Fixed Compensation
- 2024 director fee schedule (non‑employee): Board retainer $40,000; Audit member $8,000; Audit Chair $18,500; Compensation member $7,500; Compensation Chair $15,000; Nominating & Corporate Governance member $4,000; Nominating Chair $8,000 .
- Freitag’s 2024 cash fees: Board $40,000; Audit Chair $18,500; Nominating & Corporate Governance member $4,000; Total $62,500 .
| Component (2024) | Amount ($) |
|---|---|
| Board retainer | 40,000 |
| Audit Committee Chair fee | 18,500 |
| Nominating & Corporate Governance member fee | 4,000 |
| Total cash fees earned (2024) | 62,500 |
Performance Compensation
- Equity awards to non‑employee directors in 2024: Freitag recorded $0 in option/stock awards in 2024; the proxy’s director table shows no equity grants for any non‑employee director in 2024 .
| Performance-linked pay (2024) | Amount |
|---|---|
| Option awards ($) | 0 |
| RSU/PSU grants | None disclosed |
| Performance metrics tied to director pay | Not disclosed (director comp is cash retainer/committee fees) |
Additional plan safeguards:
- 2022 Omnibus Plan includes no single-trigger vesting, clawback compliance, no option/SAR repricing without stockholder approval, and a $250,000 annual cap on awards to any non‑employee director ($500,000 in the initial year) .
Other Directorships & Interlocks
| Company | Capacity | Overlap/Interlocks with ZVSA |
|---|---|---|
| PDS Biotechnology (NASDAQ: PDSB) | Director (current) | No ZVSA-related interlock disclosed in related-party section |
| Axogen (NASDAQ: AXGN) | Director (2011–2024) | No ZVSA-related interlock disclosed in related-party section |
Expertise & Qualifications
- Audit committee financial expert; former public company CFO; extensive legal/compliance and capital markets experience, enhancing audit/risk oversight .
- Education: J.D., University of Chicago; B.A., Macalester College (Economics & Business and Law & Society) .
- Life sciences operator/investor with 30+ years in the sector; multiple public company directorships .
Equity Ownership
- Beneficial ownership as of April 15, 2025: 88 shares; “<1%” of outstanding shares. Per footnote, these represent options exercisable within 60 days; no common shares reported in his name in the table .
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Composition (exercisable vs. common) | Notes |
|---|---|---|---|---|
| Gregory Freitag | 88 | <1% | Options exercisable within 60 days: 88; Common: 0 (per footnote) | As of Apr 15, 2025 (3,619,456 shares outstanding) |
- Hedging/pledging: Company policy prohibits hedging and short sales; pledging generally prohibited absent CFO approval and demonstration of capacity to repay without resort to pledged shares. No pledging by Freitag disclosed .
Governance Assessment
Strengths
- Independent, highly experienced Audit Chair with “financial expert” designation; direct CFO/GC background aligns with ZVSA’s needs amid control remediation and going-concern risks noted by auditors .
- Solid engagement: ≥75% attendance; independent executive sessions held; membership on Nominating & Governance supports board composition/refresh oversight .
- Shareholder‑friendly plan features and director award cap limit potential excess equity grants; hedging/pledging restrictions reinforce alignment .
Watch items / RED FLAGS
- Low personal ownership (88 shares via near‑term exercisable options; <1%) suggests limited economic alignment relative to micro‑cap risk profile; absence of recurring equity grants to directors in 2024 further limits “skin‑in‑the‑game” .
- Company-level risk heightens audit oversight burden: material weaknesses in internal control (2023–2024) and auditor’s explanatory paragraph on going concern; places additional scrutiny on audit committee effectiveness under Freitag’s chairmanship .
- No related‑party transactions involving Freitag are disclosed; continued monitoring appropriate given small‑cap capital structure dynamics .
Related‑party/Conflicts
- Policy requires Audit Committee review/approval of related‑party deals; the proxy’s related‑party section lists transactions, none naming Freitag .
Attendance and Independence Snapshot
- Attendance: Met ≥75% threshold in 2024; independent directors met in executive sessions .
- Independence: Affirmatively determined independent under Nasdaq rules; board lacks a Lead Independent Director (CEO is Chair), a structure to revisit as the company scales .
Director Compensation Mix (signal)
- 2024 pay is entirely cash-based (retainer + committee chair/member fees); no performance equity to directors in 2024 .
- Non‑employee director award cap ($250k) and clawback-compliant plan mitigate pay inflation risk and misalignment .