Robert Finizio
About Robert G. Finizio
Robert G. Finizio, age 54, is an independent Class III director of ZyVersa Therapeutics and has served on the board since December 2022 (previously a director of Old ZyVersa from September 2018 to December 2022). He holds a B.A. from the University of Miami (Premed and Psychology) and is the co-founder and former CEO/Director of TherapeuticsMD (2008–Nov 2021); he currently serves as Executive Director of PleoPharma, bringing 20+ years of healthcare operating experience to ZyVersa’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TherapeuticsMD, Inc. | Co-Founder; Chief Executive Officer and Director | 2008 – Nov 2021 | Led as CEO/Director of an innovative women’s health pharma company |
| ZyVersa Therapeutics, Inc. (Old ZyVersa) | Director | Sep 2018 – Dec 2022 | Governance experience at predecessor entity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PleoPharma | Executive Director | Current | Pharmaceutical development company; leadership role |
| BioFlorida (non-profit) | Board Member | Current | Industry association governance |
| Boca Raton Police Foundation (non-profit) | Board Member | Current | Community foundation governance |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Finizio is independent under Nasdaq rules . |
| Board Tenure/Class | Class III nominee in 2025 to serve until 2028 if elected . |
| Meetings/Attendance | Board met 4 times in 2024; each director attended ≥75% of board and committee meetings; independent directors held at least two executive sessions in 2024 . |
| Committee Memberships (as of Apr 17, 2025) | Audit Committee (member); Compensation Committee (Chair) . |
| Risk & ESG Oversight (context) | Audit oversees major financial risks; Compensation oversees incentive/equity plans; Nominating & Governance oversees independence; ESG oversight embedded in charters (Audit, N&CG, Compensation) . |
Committee membership matrix (as of Apr 17, 2025):
| Name | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Robert G. Finizio | √ | √* (Chair) | — |
| Gregory Freitag | √* (Chair) | — | √ |
| Min Chul Park, Ph.D. | — | √ | √ |
| James Sapirstein | √ | √ | √* (Chair) |
| Stephen C. Glover | — | — | — |
Fixed Compensation
Director fee program (2024):
| Component | Amount (USD) |
|---|---|
| Annual Board retainer (non-employee) | $40,000 |
| Compensation Committee member | $7,500 |
| Compensation Committee Chair | $15,000 |
| Nominating & Governance Committee member | $4,000 |
| Nominating & Governance Chair | $8,000 |
| Audit Committee member | $8,000 |
| Audit Committee Chair | $18,500 |
Mr. Finizio – 2024 director compensation:
| Item | Amount (USD) |
|---|---|
| Board retainer | $40,000 |
| Compensation Committee Chair fee | $15,000 |
| Audit Committee member fee | $8,000 |
| Option awards | $0 (none) |
| Total | $63,000 |
Notes: All 2024 non-employee director compensation was cash; no equity grants were reported for directors in 2024 .
Performance Compensation
| Element | Terms/Details |
|---|---|
| Equity awards to directors (2024) | None reported; Option awards column shows “-” (zero) for all non-employee directors . |
| Performance metrics tied to director pay | Not disclosed for directors (no RSU/PSU program disclosed for directors in 2024) . |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| TherapeuticsMD, Inc. | Public | Co-Founder; CEO and Director | 2008 – Nov 2021 | Prior public company leadership; no ZyVersa related-party tie disclosed . |
| PleoPharma | Private | Executive Director | Current | No ZyVersa related-party transactions disclosed involving Mr. Finizio . |
| BioFlorida; Boca Raton Police Foundation | Non-profit | Director | Current | Non-profit roles . |
The company’s “Certain Related Person Transactions” section lists transactions since Jan 1, 2023; none name Mr. Finizio as a participant. Audit Committee reviews related-party transactions per policy .
Expertise & Qualifications
- Early-stage healthcare company development and operating leadership (Executive Director at PleoPharma; co-founder/CEO of TherapeuticsMD) .
- Selected by the board for deep experience with early-stage company development in healthcare .
- Academic background: B.A., University of Miami (Premed and Psychology) .
Equity Ownership
Beneficial ownership as of April 15, 2025:
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Robert G. Finizio | 260 | <1% | Represents options exercisable within 60 days for 260 shares; no common shares listed . |
| Shares outstanding (reference) | 3,619,456 | — | Shares outstanding used for ownership table . |
Section 16 compliance: Mr. Finizio filed one late Form 4 for one transaction in FY2024 (company-wide note for named insiders) .
Governance Assessment
-
Strengths
- Independent director with operating pedigree; serves as Chair of the Compensation Committee and member of the Audit Committee, positioning him to influence incentive alignment and financial oversight .
- Attendance/engagement appears adequate at the board level: board met 4 times in 2024 and all directors met or exceeded the 75% attendance threshold; independent directors held at least two executive sessions, supporting independent oversight .
- Related-person transaction oversight is formalized via policy with Audit Committee responsibility; no Finizio-specific related-party transactions disclosed since Jan 1, 2023 .
-
Alignment and Risk Indicators
- Very low personal stake: beneficial ownership is <1% (260 shares via options), signaling limited “skin in the game” relative to outstanding shares .
- 2024 director pay was entirely cash (no equity grants), reducing equity-based alignment for non-employee directors in the year; Finizio’s total was $63,000 (retainer + chair/member fees) .
- Compliance blemish: one late Form 4 filing in 2024 (also noted for other insiders), a modest governance red flag on timeliness of insider reporting .
-
Potential Conflicts
- Current external role at PleoPharma noted; no related-party transactions involving Mr. Finizio were disclosed in the “Certain Related Person Transactions” section; company policy requires Audit Committee review/approval of such transactions .
RED FLAGS: Minimal equity ownership and no 2024 equity grants for directors (alignment risk) ; late Section 16 filing (process/control attention) .