June Almenoff
Actinium PharmaceuticalsAbout June S. Almenoff
Dr. June S. Almenoff, M.D., Ph.D., age 69, has served as an independent Class III director of Actinium Pharmaceuticals since November 2024 and is a member of the Nominating and Corporate Governance Committee. She is an accomplished biopharma executive with 25 years of senior and C‑level leadership experience, including President & Chief Medical Officer at Furiex (acquired by Actavis for $1.2B), CMO at RedHill Biopharma, and 12 years at GlaxoSmithKline across clinical safety, licensing, and data analytics. Education: B.A. cum laude (Smith College), M.D.-Ph.D. with AOA honors (Icahn School of Medicine at Mount Sinai), post‑graduate training at Stanford, adjunct Professor at Duke; Fellow of the American College of Physicians; >70 publications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Furiex Pharmaceuticals | President & Chief Medical Officer; led eluxadoline (Viberzi) to US/EU approval; company acquired by Actavis (now AbbVie) for $1.2B | — | Led pivotal development and approvals; strategic exit via acquisition |
| RedHill Biopharma (Nasdaq: RDHL) | Chief Medical Officer | — | Positioned Talicia as a first‑line therapy |
| GlaxoSmithKline (GSK) | Various roles including Vice President in Clinical Safety; chaired PhRMA‑FDA working group; scientific licensing | 12 years | Pioneered data analytics systems to minimize clinical risk across development/marketed drugs |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Tenax Therapeutics (Nasdaq: TENX) | Director | Current | Public company board |
| Alloy Therapeutics/82VS | Executive Venture Partner; Executive Board Chair of a co‑founded portfolio company | Current | VC/operator role |
| Harrington Discovery Institute | Investment Advisory Board Member | Current | Advisory capacity |
| Avalo Therapeutics (Nasdaq: AVTX) | Director | Prior | Public company board |
| TiGenix NV (formerly Nasdaq: TIG) | Director | Prior | Company acquired by Takeda |
| Brainstorm Cell Therapeutics (Nasdaq: BCLI) | Director | Prior | Public company board |
| Duke University School of Medicine | Adjunct Professor | Current | Academic appointment |
Board Governance
- Classification: Class III director; nominated for re‑election at the November 26, 2025 Annual Meeting to serve until 2028.
- Independence: Board determined Dr. Almenoff is independent under NYSE American rules (Section 803(A)(2)).
- Committee Assignments: Nominating & Corporate Governance Committee member; current committee composition: Chair Ajit S. Shetty; members June S. Almenoff and Richard I. Steinhart.
- Attendance: In 2024, the Board held six meetings; each director attended at least 75% of aggregate Board and committee meetings. Nominating & Governance met twice in 2024 with all members present.
- Leadership/Executive Sessions: David Nicholson serves as Lead Independent Director, chairs executive sessions and leads CEO/Chair evaluation.
- Governance Policies: Code of Business Conduct and Ethics; anti‑hedging and anti‑pledging policies; procedures for confidential complaints on accounting matters; stockholder communications framework.
Fixed Compensation
| Component | Amount/Policy | 2024 Observation |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $45,000 (vs. $40,000 in 2023) | Pro‑rated cash paid to Almenoff: $8,333 for partial 2024 service |
| Lead Independent Director additional fee | $10,000 | Applies to David Nicholson (context) |
| Committee Chair fees | Audit: $20,000; Compensation: $15,000; Nominating: $10,000 | Almenoff is not a chair |
| Committee Member fees | Audit: $10,000; Compensation: $7,500; Nominating: $6,000 | Applies per committee membership; company discloses schedules (individual committee cash not itemized) |
Performance Compensation
| Equity Instrument | Grant/Status | Quantity/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| Stock options (director) | Granted in 2024 | Option award grant date fair value: $65,611 | — | Aggregate outstanding options at 12/31/2024: 50,000 for Almenoff |
| Stock options (cancellation) | Board‑approved cancellation March 31, 2025 | All director options cancelled (with holder consent) | — | As of Nov 1, 2025, directors hold no stock options |
| Stock awards (RSUs/PSUs) | None disclosed for directors | — | — | Company reports director compensation includes cash and options; no RSUs for Almenoff |
No director performance metrics (e.g., TSR, revenue, EBITDA) are disclosed as determinants of director equity grants.
Other Directorships & Interlocks
- Public Boards: Tenax Therapeutics (current); prior boards include Avalo Therapeutics, TiGenix NV (acquired by Takeda), Brainstorm Cell Therapeutics.
- Interlock/Conflict Controls: Nominating & Governance oversees independence and ensures no agreements with directors or relatives to provide services without conflict review; limits directors to serving on no more than six other for‑profit public company boards.
- Related‑Party Transactions: None requiring disclosure since Jan 1, 2022 (other than compensation arrangements).
Expertise & Qualifications
- Translational medicine, clinical development, commercial strategy, and business development across therapeutic areas; led regulatory submissions, approvals, and launches.
- Data analytics systems for clinical risk adopted by industry and regulators; leadership in PhRMA‑FDA working group.
- Academic and professional credentials: Adjunct Professor at Duke; FACP; >70 publications.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| June S. Almenoff, M.D., Ph.D. | 0 | <1% | Based on 31,195,891 shares outstanding as of Oct 16, 2025 record date |
| Options/Derivatives | None | — | All director options cancelled effective March 31, 2025 |
| Hedging/Pledging | Prohibited | — | Anti‑hedging and anti‑pledging policies apply to directors |
Governance Assessment
- Independence & Committee Role: Independent director with governance focus via Nominating & Corporate Governance membership; supports board diversity and nomination processes initiated in 2023–2024 to expand to six members.
- Engagement: 2024 attendance met the ≥75% threshold; Nominating Committee had full attendance; Board held executive sessions under the Lead Independent Director.
- Compensation Structure Signals: Director cash retainer increased to $45k in 2024; committee fee schedules were raised; directors consented to cancel legacy stock options in 2025, resulting in no options outstanding—reduces potential equity overhang and may shift mix toward cash until any new equity framework is disclosed.
- Ownership Alignment: No common stock beneficially owned as of the 2025 record date; anti‑hedging/anti‑pledging policies are in place; absence of ownership suggests limited “skin in the game” currently, though alignment mechanisms could evolve post‑cancellation.
- Conflicts & Related Parties: No related‑party transactions requiring disclosure since 2022; committee oversight procedures address potential conflicts and director service load caps.
- Litigation Environment: Securities class action and consolidated derivative complaints filed in 2025 against the company and certain directors/officers; derivative action stayed pending motion to dismiss in securities case—Company intends to defend vigorously; outcomes uncertain, representing a governance risk backdrop (no specific naming of Almenoff in the proxy).
- Election/Continuity: Up for re‑election at the 2025 annual meeting; if elected, term through 2028 supports Board continuity in biopharma development and governance oversight.
Compensation Committee practices: Utilized independent consultant StreeterWyatt in 2024 ($35,000) to develop peer groups for executive and director compensation—supports process rigor.