Stephen Glover
About Stephen Glover
Stephen C. Glover, age 65, is ZyVersa Therapeutics’ Co-Founder, Chief Executive Officer, President, and Chairman, serving in these roles since December 2022 after leading “Old ZyVersa” as CEO and President from March 2014 to December 2022; he holds a B.S. in Marketing from Illinois State University . He previously co-founded Coherus Biosciences and held senior roles at Insmed (President of Insmed Therapeutic Proteins and Chief Business Officer of Insmed Incorporated, 2007–2010), where he created the biosimilar unit and led a strategic review culminating in the Insmed–Transave merger . ZyVersa reported no revenue to date, with net loss of $9.413 million in 2024 versus $98.298 million in 2023, reflecting lower operating expenses after large 2023 impairments; this frames pay-for-performance under his tenure amid capital constraints and a development-stage pipeline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old ZyVersa | CEO & President; Director; Chairman | CEO/President: Mar 2014–Dec 2022; Director: Mar 2014–Sep 2021; Chairman: Sep 2021–Dec 2022 | Led company into public listing via business combination and oversaw pipeline development . |
| Coherus Biosciences | Co-Founder | N/A | Focused on business strategy, partnerships, product development, and capitalization . |
| Insmed Therapeutic Proteins | President | 2007–2010 | Created biosimilar business unit and divested it to Merck . |
| Insmed Incorporated | Chief Business Officer | 2007–2010 | Led strategic review process resulting in merger of Insmed and Transave . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PDS Biotechnology | Board member | N/A | Industry connectivity and information flow for therapeutics . |
| The Coulter Foundation (University of Miami) | Board member | N/A | Academic/tech transfer network exposure . |
| Asclepius Lifesciences | Board member | N/A | Life sciences investment/strategic network . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 550,000 | 55% of base per agreement | – (no bonus paid) |
| 2023 | 550,000 | 55% of base per agreement | 225,000 |
Notes:
- Employment agreement sets CEO base salary at $550,000 and annual performance-based cash bonus up to 55% of base, contingent on achievement of performance goals and continued employment at payment .
Performance Compensation
Annual Incentives
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Up to 55% of base | 2024: $0 ; 2023: $225,000 | Cash per committee determination | Paid following committee determination and continued employment at payment date |
Equity Awards (Outstanding as of FY-end 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 10/28/2016 | 483 | – | 1,760.50 | 10/28/2026 | Immediately vested on grant date . |
| 4/2/2019 | 757 | – | 4,053.00 | 4/2/2029 | Equal annual installments over 3 years . |
| 2/8/2021 | 361 | – | 5,726.00 | 2/8/2031 | Equal annual installments over 3 years . |
| 2/3/2022 | 152 | 75 | 5,726.00 | 2/3/2032 | Equal annual installments over 3 years . |
| 5/24/2023 | 543 | 1,084 | 152.50 | 5/24/2033 | Equal annual installments over 3 years . |
Additional plan features:
- 2022 Omnibus Equity Incentive Plan allows stock options, RSUs, performance shares/units, incentive bonuses, with clawback/recoupment per Dodd-Frank and company policy; no single-trigger vesting on change in control; no repricing without shareholder approval .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 4,965 shares; “*” indicates <1% of outstanding . |
| Components of Beneficial Ownership | 1,308 common shares in his name; 126 shares via MedicaRx Inc.; 245 shares via Asclepius Life Sciences Fund, LP; 142 shares via Asclepius Master Fund, LTD . |
| Derivatives exercisable within 60 days (included in beneficial ownership) | Options for 2,912 shares; warrants for 232 shares . |
| Ownership Guidelines | Not specifically disclosed for executives; plan provides governance features but no stated CEO ownership multiple . |
| Hedging/Pledging Policy | Directors/employees prohibited from short sales, derivative hedges; pledging prohibited except with CFO approval and demonstrated capacity; margin purchases prohibited . |
| % Outstanding Reference | 3,619,456 shares outstanding at April 15, 2025 (beneficial ownership table basis) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Effective Date | September 13, 2022; New Glover Agreement governs . |
| Role | Chairman, President, CEO . |
| Bonus Eligibility | Annual performance-based cash bonus up to 55% of base, subject to committee determination and continued employment at payment date . |
| Termination – For Cause / Voluntary (no Good Reason) | No severance; Accrued Obligations only . |
| Termination – Without Cause or Resignation for Good Reason | Accrued Obligations plus: (i) 24 months base salary in installments; (ii) any unpaid prior-year bonus; (iii) greater of prior-year bonus or pro-rated current-year bonus; (iv) immediate vesting of all outstanding equity awards; (v) up to 18 months COBRA reimbursement, subject to compliance and release . |
| Change-of-Control (CIC) – 90 days before to 24 months after CIC, termination without Cause or resignation for Good Reason | Same severance, except bonus equals 55% of base; if CIC qualifies as corporate ownership/control change, severance paid in a single lump sum within 30 days . |
| Prior CIC Terms (2023 proxy reference, superseded) | Older disclosure indicated 36 months base salary and cash-out of in-the-money options under certain CIC conditions; New Agreement supersedes prior terms . |
Board Governance
- Board independence: All directors are independent except Mr. Glover due to his CEO/President role; there is no Lead Independent Director given board size, but independent directors met in executive session at least twice in 2024 .
- Committees: Audit (Chair Gregory Freitag), Compensation (Chair Robert Finizio), Nominating & Corporate Governance (Chair James Sapirstein). Mr. Glover is not a member of any board committee .
- Board meetings: Four meetings in 2024; all directors attended at least 75% of board/committee meetings .
- 2025 election: Mr. Glover was a Class III director nominee for a three-year term .
Director Compensation
- 2024 non-employee director fees: $40,000 annual retainer plus committee fees ($7,500 Compensation member; $15,000 Compensation chair; $4,000 Nominating member; $8,000 Nominating chair; $8,000 Audit member; $18,500 Audit chair). Reported totals: Freitag $62,500; Sapirstein $63,500; Finizio $63,000; Park $51,500 .
- Employee directors (e.g., CEO/Chairman) are covered by executive compensation; the table above addresses non-employee directors .
Related Party Transactions and Historical Financings
- 2016 financing: Mr. Glover and entities associated with him purchased $550,000 of Old ZyVersa common stock .
- 2021 notes: Mr. Glover purchased $300,000 principal amount of convertible promissory notes; these converted into Series A preferred stock and warrants in 2022 .
- PIPE related disclosures include references to “Steven Glover” among PIPE Investors at business combination closing; A-2/A-3 warrant programs with beneficial ownership blockers were later proposed for shareholder approval .
Performance & Track Record
- Corporate performance context: ZyVersa remains pre-revenue, focusing on VAR 200 and IC 100; FY 2024 net loss was $9.413 million versus FY 2023 net loss of $98.298 million, driven by absence of prior-year impairments and cost controls; accumulated deficit was ~$112.6 million at 2024 year-end .
- Pipeline: VAR 200 aiming for Phase 2a diabetic kidney disease trial in H1-2025 prior to FSGS; IC 100 IND planned H2-2025 with Phase 1 thereafter .
- Listing compliance: March 2024 Nasdaq reprimand highlighted prior offering/warrant repricings without required shareholder vote; company pursued reverse split proxy and addressed bid price deficiency; staff closed matter with reprimand letter (no further action) .
Compensation Committee Analysis
- Committee independence and charter oversight of executive/director compensation; authority to retain independent advisers with conflict-of-interest considerations; compensation committee processes exclude CEO from deliberations on his pay .
- Equity plan governance: clawback provisions, no single-trigger vesting on CIC, no option/SAR repricing without shareholder approval; director award limits .
Investment Implications
- Alignment and retention: CEO holds a modest beneficial stake (<1%) comprising small common shareholdings and options/warrants; hedging is prohibited and pledging tightly restricted, supporting alignment but equity exposure is limited in absolute terms .
- Incentive structure: Cash bonus opportunity up to 55% of base aligns with milestones; however, 2024 paid no bonus amid pre-revenue status, suggesting discipline on performance payouts; equity awards vest over time and accelerate on certain terminations, with strong severance (24 months base, bonus protections, equity vesting) that may elevate CIC costs .
- Governance risk mitigants and dual-role considerations: CEO also serves as Chairman and is not independent; independent committees and executive sessions provide oversight though absence of a Lead Independent Director may be viewed as a governance gap at scale .
- Financing and dilution signals: Historical financings and warrant programs, plus Nasdaq reprimand on offering mechanics, underscore capital needs and potential dilution risk for shareholders—an important consideration when assessing management incentives and trading signals tied to equity programs .