Gerhard Prante
About Gerhard Prante
Gerhard Prante, Ph.D., age 83, is an independent director of Cibus, Inc. and former Vice Chair of the Cibus Global Board; he joined the CBUS Board in connection with the May 31, 2023 merger of Cibus Global and Calyxt. He studied Agriculture at Kiel University and earned a Ph.D. in Agricultural Sciences in 1970. His career includes senior leadership across crop science and agribusiness with emphasis on integrating biotechnology into commercial agriculture.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoechst AG | Head of Agriculture Division | From 1985 (end not disclosed) | Led crop protection/ag division; precursor to AgrEvo formation |
| AgrEvo GmbH (JV of Hoechst & Schering) | CEO and Chair of the Board | Not disclosed | Led $0.7B acquisition of Plant Genetic Systems; built InVigor canola business in Canada |
| Aventis CropScience (post Hoechst–Rhone Poulenc merger) | Deputy CEO | Not disclosed | Senior operational leadership; later acquired by Bayer AG |
| Industry consultant | Consultant | Not disclosed | Advisory roles; board service at multiple industrial/biotech firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bayer CropScience AG | Director (past) | Not disclosed | Large global competitor in crop science |
| Gerresheimer AG | Director (past) | Not disclosed | Packaging and pharma supplier |
| Allessa GmbH | Director (past) | Not disclosed | Specialty chemicals |
| Direvo Industrial Biotechnology GmbH | Director (past) | Not disclosed | Industrial biotech |
| German Crop Protection and Fertilizer Association (IVA) | President (past) | Not disclosed | Trade association leadership |
| Europe Crop Protection Association (ECPA) | President (past) | Not disclosed | EU industry group leadership |
| Global Crop Protection Federation (GCPF) | President (past) | Not disclosed | Global industry federation |
| Croplife International | President (past) | Not disclosed | Global plant science federation |
| German Association of Biotech Industry (DIB) | President (past) | Not disclosed | National biotech body |
| Federation of Sustainable Agriculture | President (past) | Not disclosed | Sustainability advocacy |
Board Governance
- Independence: The Board determined Dr. Prante is independent under Nasdaq listing standards and Exchange Act Rule 10A-3.
- Committee assignments:
- Compensation Committee – Chair; 6 meetings in 2024.
- Strategy Committee – Chair; 3 meetings in 2024.
- Nominating & Corporate Governance Committee – Member; 6 meetings in 2024.
- Attendance and engagement: The Board held 24 meetings in 2024; each director attended more than 75% of Board and committee meetings on which they served. Independent directors meet in executive sessions at least quarterly; all directors attended the 2024 annual meeting.
- Lead Independent Director: Mark Finn currently serves as Lead Independent Director.
- Hedging/pledging policy: Company policy prohibits hedging (including swaps, collars, exchange funds) and generally restricts pledging/margin accounts; the Company reported no pledged shares by employees/officers/directors in 2024.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Policy retainer for non-employee directors |
| Compensation Committee Chair fee | $12,000 | Annual chair retainer |
| Strategy Committee Chair fee | $25,000 | Annual chair retainer |
| Total Cash Fees (2024) | $97,000 | Sum of above; reported in 2024 director comp table |
- Compensation policy overview for directors: Cash retainer plus committee chair retainers; equity granted annually (US directors receive options; non-US directors may choose RSUs). Awards generally vest on the earlier of one year from grant or the next annual meeting.
- Mix (2024 actual): Cash $97,000; Equity RSUs $89,987; Options $52,478; total $239,465. Equity was ~59.5% of total; cash ~40.5% (derived from table).
Performance Compensation
| Metric | Structure | 2024 Grant Detail | Vesting | Performance Linkage |
|---|---|---|---|---|
| Director RSU award | Annual equity | $89,987 | Generally time-based: earlier of 1 year or next annual meeting; continued service required | None disclosed (no performance metrics for director equity) |
| Director option awards | Annual equity | $52,478 | Options with 10-year term; immediate vest for certain 2023-service catch-up grants in 2024 | None disclosed (no performance metrics for director equity) |
No performance-conditioned metrics (e.g., TSR, EBITDA, ESG goals) are disclosed for director compensation; director equity is time-based per the Non-Employee Director Compensation Policy.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Bayer CropScience AG | Director (past) | Historical competitor interlock; no current relationship disclosed |
| Gerresheimer AG | Director (past) | Supplier/manufacturer; past role only |
| Allessa GmbH | Director (past) | Specialty chemicals; past role only |
| Direvo Industrial Biotechnology GmbH | Director (past) | Industrial biotech; past role only |
Expertise & Qualifications
- Senior crop science leadership and M&A experience (AgrEvo CEO/Chair; Aventis CropScience Deputy CEO), including $0.7B Plant Genetic Systems acquisition and building InVigor canola.
- Extensive governance and policy leadership across major industry associations; biotechnology integration advocacy since mid-1980s.
- Agricultural sciences academic credentials (Kiel University; Ph.D., 1970).
Equity Ownership
| Holding Detail | Shares/Units | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock beneficially owned | 12,272 | <1% | Includes options and RSUs within 60 days |
| Options exercisable within 60 days (Class A) | 4,565 | — | Included in beneficial ownership computation |
| RSUs expected to lapse/settle within 60 days | 6,072 | — | Included in beneficial ownership computation |
| Total beneficial ownership (A+B within 60 days) | 12,272 | <1% | Company-calculated; as of March 24, 2025 |
- Pledging/Hedging: Company policy prohibits hedging and generally restricts pledging; Company reported no pledged securities by directors in 2024.
Insider Trades and Filings
| Date | Form | Transaction/Note | Timeliness |
|---|---|---|---|
| Dec 2, 2024 | Form 4 | Sale under Rule 10b5-1 trading plan (details not quantified in proxy) | Filed late per Section 16(a) disclosure |
Governance Assessment
- Board effectiveness: Active leadership as Compensation Committee Chair and Strategy Committee Chair; member of Nominating & Corporate Governance; robust meeting cadence in 2024 and >75% attendance across directors supports engagement.
- Independence and alignment: Board affirmed independence; equity ownership is modest (<1%), but director equity grants align compensation with shareholder outcomes; hedging and pledging prohibitions support alignment.
- Potential conflicts (RED FLAGS):
- Warrant Exchange Agreement royalty exposure: Dr. Prante is among directors entitled to quarterly payments tied to “subject revenues” if revenue thresholds are met; obligations secured by IP under a senior security interest—this creates a related-party economic interest that could conflict with decisions on licensing/revenue recognition.
- Late Section 16 filing in 2024 (Form 4) is a minor compliance flag; management disclosed and cataloged late filings.
- Compensation oversight quality: Compensation Committee engaged independent consultant Aon in 2024; Committee determined no conflicts of interest, indicating attention to advisor independence under Nasdaq/Exchange Act requirements.
Overall, Prante brings deep sector and M&A operating experience and meaningful committee leadership; investors should monitor the legacy Warrant Exchange/royalty arrangement for conflict-of-interest risk if Cibus approaches revenue thresholds that would trigger payments, and ensure continued Section 16 compliance discipline.