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- Departure of CFO (new) — Chief Financial Officer resigned effective June 5, 2026, with no external replacement announced.
- Nasdaq Compliance Deficiency (new) — Company violated Nasdaq listing rules due to board vacancies and is not eligible for standard cure periods.
Tempest CFO resigns; company scrambles to fix Nasdaq board compliance after vacancies
Filed June 4, 2026 · Period ending May 29, 2026 · ~1 min read
Key Changes
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high
CFO Nicholas Maestas resigned effective June 5, 2026. Internal controller Justin Trojanowski promoted to Principal Financial Officer while keeping his existing roles—no external CFO search announced.
Item 5.02 verify on EDGAR → -
high
Nasdaq notified Tempest on May 22 of listing rule violations due to multiple board vacancies. Company not eligible for standard cure periods and must submit compliance plan to exchange.
Item 5.02 verify on EDGAR → -
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Two new directors appointed June 4: Dr. John Yee (Apnimed exec) and Drake Richey (financial advisor). Both join Audit, Compensation, and Governance committees. Company says one more independent director needed for full compliance.
Item 5.02 verify on EDGAR → -
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Board cut director cash compensation significantly—base retainer now $20,000 (down from prior levels), committee retainers reduced across the board. Signals cost pressures.
Item 5.02 verify on EDGAR →
Summary
Tempest Therapeutics disclosed a sudden CFO departure and ongoing Nasdaq compliance crisis in a packed 8-K. Nicholas Maestas resigned as CFO effective June 5, with the company promoting internal controller Justin Trojanowski to fill the principal financial officer role—no mention of an external search.
More troubling: Nasdaq had already notified Tempest on May 22 that it violated listing rules due to multiple board vacancies from prior resignations, and the company doesn't qualify for the usual grace period to fix the problem. The company scrambled to patch the board holes by appointing two new directors on June 4—Dr.
John Yee from Apnimed and financial advisor Drake Richey—but acknowledges it still needs one more independent director to fully restore Audit Committee compliance. Meanwhile, the board slashed its own cash compensation (base retainer cut to $20,000), a clear sign of financial strain. For a small-cap biotech, losing your CFO while fighting to stay listed is a dangerous combination. Retail holders should watch for: (1) whether Tempest appoints that final independent director and gets Nasdaq's blessing on its compliance plan, and (2) any 10-Q disclosures about cash runway and whether the CFO departure relates to financing stress or strategic disagreements.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective June 5, 2026, the Board of Directors of the Company (the “Board”) appointed Mr. Justin Trojanowski as Vice President, Finance, Principal Financial Officer and Corporate Secretary of the Company, in addition to his current role as Corporate Controller, Treasurer and Principal Accounting Officer of the Company.
Justin Trojanowski, who has served as Corporate Controller since September 2022, was promoted to Vice President, Finance and Principal Financial Officer. He brings experience from Nektar Therapeutics, Immune Design, and Ernst & Young, and holds CPA credentials. This internal promotion provides continuity in financial leadership.
Added in current filing · verify on EDGAR →
Effective June 4, 2026, the Board appointed Dr. John David Yee and Mr. William Drake Richey as Class II directors to fill vacancies on the Board. Dr. Yee and Mr. Richey will each serve until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Dr. Yee and Mr. Richey have each been appointed to serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
Two new Class II directors were appointed: Dr. John David Yee (Senior VP Medical Affairs at Apnimed with 25+ years biopharmaceutical experience) and William Drake Richey (President of Bush & Company with financial advisory background). Both will serve on multiple board committees. Each receives a 25,000 share option grant under the 2023 Equity Incentive Plan.
Added in current filing · verify on EDGAR →
Previously, on May 22, 2026, Nasdaq had notified the Company that, as a result of resignations from the Board, the Company was no longer in compliance with the Nasdaq Listing Rules due to more than one vacancy on its Board and board committees. As a result, Nasdaq advised the Company that it was not eligible for the cure periods set forth in Nasdaq Listing Rules 5605(b) (1) (A) and 5605(c) (4) and that the Company is required to submit a plan of compliance within the timeframe prescribed by Nasdaq.
Nasdaq notified the company on May 22, 2026 of non-compliance with listing rules due to board vacancies from prior resignations. The company was not eligible for standard cure periods and must submit a compliance plan. With the two new director appointments, the company believes it has one remaining vacancy to fill and has regained compliance with Rule 5605(d)(2)(A), with plans to appoint one more independent director to fully restore Audit Committee compliance.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Amended Compensation Policy is substantially consistent with the terms described under “Director Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except that it provides for the following reduced annual cash retainers: a base retainer of $20,000 for service on the Board, an additional $17,500 for service as non-executive Chair of the Board, committee chair retainers of $10,000 for the Audit Committee, $7,500 for the Compensation Committee, $5,000 for the Nominating and Corporate Governance Committee and $6,000 for the Science and Technology Committee, and committee member retainers of $5,000 for the Audit Committee, $3,750 for the Compensation Committee, $2,500 for the Nominating and Corporate Governance Committee and $3,000 for the Science and Technology Committee.
The company amended its Non-Employee Director Compensation Policy on June 4, 2026 to reduce annual cash retainers across all board and committee positions. The base board retainer is now $20,000, with various committee chair and member retainers ranging from $2,500 to $17,500 depending on role. This suggests cost-cutting measures.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 4, 2026, the Company issued a press release entitled “Tempest Therapeutics Appoints Drake Richey and John Yee, MD, MPH to Board of Directors.”
Tempest Therapeutics disclosed the appointment of two new members to its Board of Directors: Drake Richey and John Yee, MD, MPH. The company issued a press release announcing these board changes on June 4, 2026. Board composition changes can signal strategic shifts or governance enhancements.
Event · Item 9.01 — Financial Statements and Exhibits
Tempest Therapeutics filed an 8-K to furnish a press release dated June 4, 2026; no material business event disclosed in the filing body.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Press Release, dated June 4, 2026, furnished herewith.
The company furnished a press release dated June 4, 2026 as Exhibit 99.1. The 8-K body does not disclose the content of the press release, so the nature and materiality of any announcement cannot be determined from this filing alone.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify