Walter V. Klemp
About Walter V. Klemp
Walter V. Klemp (age 66) serves as Executive Chairman of Autonomix Medical, Inc. (AMIX). He joined in January 2022 and is not an independent director under Nasdaq rules. Klemp is a seasoned medtech/operator, currently Chairman and CEO of Moleculin Biotech, and previously led Soliton, Zeno, and Drypers (which reached #1 on the Inc. 500) . His compensation at AMIX emphasizes modest fixed cash (voluntary reductions to $50,000 annual base for FY2026) with 0% target bonus and equity options granted in June 2024 vesting over four years, aligning incentives to long‑term value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Moleculin Biotech, Inc. | Chairman & CEO; President since Aug 2017 | 2015–present | Public biotech leadership; founder credentials |
| Soliton, Inc. | Executive Chairman (Board) | Jul 2018–Dec 2021 | Led through acquisition by AbbVie (2021) |
| Soliton, Inc. | Chief Executive Officer | Nov 2011–Jul 2018 | Built aesthetics medical device platform (RAP technology) |
| Zeno Corporation | President & CEO | 2004–Apr 2011 | Advanced dermatology devices/drugs to FDA approval and launch |
| Drypers Corporation | CEO & Chairman | 1987–2000 | Scaled consumer products co.; #1 on Inc. 500 list |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Moleculin Biotech, Inc. | Chairman & CEO; President since Aug 2017 | 2015–present | External public‑company leadership alongside AMIX Executive Chair role |
Fixed Compensation
| Metric | FY2024 | FY2025 | FY2026 (Set for year) |
|---|---|---|---|
| Base Salary ($) | 200,000 | 160,417 (voluntary reduction during year) | 50,000 (effective April 2025) |
| Target Bonus (%) | — | 0% | 0% |
| Actual Bonus Paid ($) | — | 0 | — |
Notes: AMIX fiscal year ends March 31. Footnote (8) discloses Klemp’s voluntary reductions: $50,000 in FY2025 and an additional $100,000 effective April 2025 (FY2026) to reach a $50,000 go‑forward salary .
Performance Compensation
- Annual bonus program: Corporate goals in FY2025 covered partnerships, pivotal trial progress, financings, and proof‑of‑concept trial; however, Klemp’s target bonus was 0% for FY2025 and FY2026, so he did not participate in the payout framework .
| Equity Award | Grant Date | Type | # Securities | Exercise/Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Executive Chair equity | Jan 2022 | Stock grant | 144,500 shares | — | — | Granted upon appointment to Board/Exec Chair |
| Option award | 06/21/2024 | Stock option | 8,773 (unexercisable as of 3/31/25) | 26.56 | 06/21/2034 | 25% annual installments over 4 years, subject to continued service |
Plan‑level change‑in‑control treatment: the 2023 Stock Plan allows discretion to accelerate vesting (options and stock units), lapse restrictions, and deem performance at target upon a change in control; options may be cashed out for intrinsic value at the Committee’s discretion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 150,750 shares; 2.6% of common stock as of Aug 26, 2025 |
| Nature of holdings (SEC definition) | Beneficial ownership includes securities exercisable within 60 days; footnote indicates convertible notes/warrants may be included, where applicable |
| Options exercisable (3/31/25) | 0 |
| Options unexercisable (3/31/25) | 8,773 (strike $26.56; exp. 06/21/2034) |
| Initial stock grant at appointment | 144,500 shares issued Jan 2022 |
| Anti‑hedging / pledging | Anti‑hedging policy in place (prior approval required). No explicit pledging policy disclosure located |
| Clawback | Dodd‑Frank restatement recoupment policy adopted (three‑year lookback) |
| Ownership guidelines | No stock ownership guideline disclosure located for executives or directors |
Program context and dilution:
- As of 3/31/25: 171,483 shares under outstanding equity awards; weighted‑avg exercise price $38.91; 75,633 shares available for future issuance under approved plans .
- August 2025 proposal: increase 2023 Plan to 2,271,968 shares; described overhang ~23% on fully diluted 9,873,061 shares (5,815,722 common outstanding, 13,500 options, 1,771,871 warrants) .
- Company disclosed that all prior stock option awards held by management and directors were voluntarily forfeited (as disclosed in 10‑Q filed Aug 13, 2025), refreshing the pool .
Employment Terms
| Term | Detail |
|---|---|
| Start/Role | Executive Chairman since January 2022 |
| Agreement type | Director offer letter for Executive Chairman; $200,000 annual board fees and 144,500‑share grant at appointment (Jan 2022) |
| FY2025 base salary; FY2026 base | $150,000 FY2025 stated annual base; reduced to $50,000 for FY2026 (effective April 2025) |
| Bonus eligibility | Target bonus 0% for FY2025 and FY2026 |
| Severance; Change‑of‑control | No specific severance/change‑of‑control cash provisions disclosed for Klemp; equity awards subject to plan‑level CIC acceleration discretion |
| Non‑compete / Non‑solicit | Not disclosed for Klemp |
| Clawback; Insider trading | Dodd‑Frank restatement clawback policy; companywide Insider Trading Policy; Anti‑hedging policy |
Board Governance and Service
- Service history: Executive Chairman and director since January 2022 .
- Leadership structure: Klemp is Executive Chairman; CEO is separate (Brad Hauser). Board determined all directors except Klemp and Bisson are independent .
- Committees: Audit (Foster—Chair, Robins, Capelli); Compensation (Foster—Chair, Robins, Capelli); Nominating & Governance (Robins—Chair, Foster, Capelli). Klemp is not on key committees .
- Board/committee activity FY2025: 10 Board meetings; Audit 6; Compensation 6. Each incumbent director attended >75% of eligible meetings .
- Director compensation framework (context): Non‑employee directors receive $50,000 annually plus committee fees (Audit Chair $15k; Comp Chair $10k; N&G Chair $7.5k; members: Audit $7.5k; Comp $5k; N&G $3.75k). Upon initial appointment, a 10‑year option for 3,750 shares vests over three years under the 2023 Plan . Klemp’s director compensation is reflected in the executive Summary Compensation Table, not the non‑employee director table .
Director Compensation (Walter V. Klemp – as reported in SCT)
| Year | Salary ($) | Non‑Equity Incentive ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 200,000 | 0 | 0 | 0 | 200,000 |
| 2025 | 160,417 | 0 | 165,241 | 0 | 325,658 |
Notes: The FY2025 SCT shows option grant fair value for 2024‑granted awards; see outstanding awards table for grant specifics .
Performance Compensation (Annual Bonus Mechanics – Company Framework)
| Metric | Weighting | FY2025 Target | FY2025 Outcome | Payout Mechanics |
|---|---|---|---|---|
| Corporate goals (strategic partnerships; pivotal trial progress; financings; clinical proof‑of‑concept) | 100% base bonus; +20% stretch potential | Company‑set | Committee assessed; NEOs with targets were paid at 95% of potential (Klemp had 0% target) | Salary × target% × (corporate goal attainment) × (individual goal attainment for non‑CEO NEOs); Committee retains discretion |
Related Party and Governance Policies
- Related party transaction (context): 2021 license termination led to 2023 warrant for 80,000 shares at $0.02; a director (David Robins) indirectly holds interests in the entity receiving the warrant .
- Anti‑hedging policy prohibits hedging transactions without prior approval .
- Repricing prohibition: Equity plan prohibits option/SAR repricing without shareholder approval .
Investment Implications
- Alignment and pay mix: Klemp’s 0% target bonus and substantial voluntary pay cuts to a $50,000 base for FY2026 shift emphasis toward equity alignment; his June 2024 option grant vests over four years, suggesting limited near‑term cash incentive and lower immediate selling pressure from new awards .
- Skin in the game: Reported beneficial ownership of 2.6% is notable in a micro/small‑cap context; however, footnote indicates some positions may be via convertibles/warrants, so the composition of exposure differs from purely common stock, which is important for assessing liquidity and sell‑down risk .
- Governance structure: Executive Chair + non‑independent status raises classic oversight concerns; mitigants include fully independent Audit/Comp/N&G committees and a separate CEO role. Board and committees were active in FY2025 with >75% attendance by all incumbents .
- Equity plan dynamics: The company refreshed its equity program (voluntary forfeiture of prior options) and seeks a larger plan authorization with anti‑repricing and clawback protections; plan‑level CIC acceleration could incentivize strategic transactions but also concentrates value realization in event‑driven outcomes .
- Contract risk: No disclosed severance or CIC cash protection for Klemp; equity follows plan‑level rules. Lack of cash severance reduces parachute risk but puts retention more squarely on equity value realization .