James Sapirstein

About James Sapirstein

Independent director since January 2023; age 63 as of April 17, 2025. Background spans biotech CEO roles and capital markets leadership, including Chairman of Onconetix (NASDAQ: ONCO), former Chairman/CEO of Entero Therapeutics (NASDAQ: ENTO), and CEO of Contravir Pharmaceuticals. Recognized for over $600 million raised across venture and public financings; finalist for Ernst & Young Entrepreneur of the Year (2015, 2016); board leadership at BioNJ and committee roles at BIO (Biotechnology Innovation Organization) .

Past Roles

External Roles

Board Governance

• Independence: ZyVersa’s board determined all directors other than the CEO are independent; Sapirstein is independent .
• Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
• Attendance: Board met 4 times in 2024; all directors attended ≥75% of board and committee meetings; independent directors held at least two executive sessions .
• Lead Independent Director: None (board cites small size and active independent oversight) .
• Risk oversight: Audit committee oversees financial reporting, related-party approvals, IT/cyber; Compensation committee oversees incentive/equity plans; Nominating committee oversees independence and ESG policies .

Fixed Compensation

Performance Compensation

• Equity awards: No director option/stock awards granted in 2024 (all zero) .
• Plan provisions (companywide) affecting pay-for-performance quality:
  • Clawbacks: Awards subject to compensation recovery policy under Dodd-Frank; additional clawbacks may be imposed in award agreements .
  • Change-of-control: Generally no single-trigger acceleration; board may adjust awards in transactions .
  • No repricing: Options/SARs cannot be repriced above fair market value without shareholder approval .
  • Non-employee director limit: Max annual value $250,000 ($500,000 in initial year) .

No disclosed performance metrics (TSR/revenue/EBITDA/ESG) tied to director compensation; 2024 director comp was entirely cash-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Biotech operating leadership, public markets financing (> $600 million raised), strategic and board governance experience; recognition via EY Entrepreneur of the Year finalist (2015, 2016) .
• Committee leadership at BIO; prior chair role at BioNJ .

Equity Ownership

• Hedging/Pledging policy: Company prohibits short sales and hedging; pledging generally prohibited except with CFO approval and demonstrated capacity to repay; no pledging disclosures for Sapirstein noted .
• Section 16 compliance: One late Form 4 in 2024 for each of Finizio, Sapirstein, Freitag, Park, Glover, Wolfe, Cashmere (minor compliance red flag) .

Insider Trades (Form 4)

Governance Assessment

• Positives:

  • Independent director with chair role on Nominating & Corporate Governance; active committee membership across Audit and Compensation—supports board effectiveness and oversight .
  • Strong external board/CEO experience and capital markets expertise—valuable for financing strategy in a capital-constrained biotech environment .
  • Cash-focused director compensation reduces risk of misaligned equity incentives; companywide clawback/no-repricing provisions bolster pay governance .
  • Attendance threshold met; regular executive sessions of independent directors .

• Watch items / red flags:

  • Very low personal ownership (<1%) may limit “skin-in-the-game” alignment; no 2024 director equity grants to offset low ownership .
  • One late Section 16 filing in 2024 (procedural compliance lapse) .
  • No Lead Independent Director; combined CEO/Chair structure persists, increasing reliance on committee chairs (Sapirstein chairs Nom/Gov) for independent counterbalance .
  • Company disclosed material weaknesses in internal control as of 2024 and 2023; audit committee oversight (where Sapirstein serves) should demonstrate remediation progress (investors should monitor) .

• Director compensation mix and incentives:

  • 2024 mix entirely cash; no disclosed performance-linked metrics or equity for directors—simplifies governance but limits alignment via ownership .
  • Equity plan architecture (clawback, no single-trigger, no repricing) is shareholder-friendly at the plan level .

Additional Context

• Committee operations: Audit met 4 times in 2024; Compensation met once (plus one written consent); Nominating met once (plus one written consent)—Sapirstein sits on all three (Chair of Nominating) .
• Shareholder votes (2025 Annual Meeting): Ratification of auditors, equity plan increase (+100,000 shares), and warrant issuance approvals passed—indicative of shareholder support for financing flexibility (context for board capital strategy) .

Overall: Sapirstein strengthens board independence and governance through committee leadership and industry experience. Key investor monitoring points are improving internal controls, enhancing director ownership alignment, and maintaining timely SEC reporting.