Faith L. Charles
About Faith L. Charles
Faith L. Charles, age 63, is an independent director and Chair of the Board at CNS Pharmaceuticals (CNSP), appointed to the board on December 30, 2022 and assuming the Chair role at that time . She is a corporate transactions and securities partner at Thompson Hine LLP (since 2010), leading the Life Sciences practice and co-heading the securities practice; she holds a J.D. from The George Washington University Law School and a B.A. in Psychology from Barnard College, Columbia University, and is a graduate of Women in Bio’s Boardroom Ready Program . Her core credentials include extensive legal and capital markets expertise in biotech/pharma, complex financing/M&A and licensing, and governance advisory, with industry recognition as an LMG Life Sciences “Life Sciences Star,” BTI Client Service All-Star, and Crain’s 2020 Notable Women in the Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Hine LLP | Corporate transactions & securities partner; leads Life Sciences practice; co-heads securities practice | 2010–present | Advises public and emerging biotech/pharma on financings, M&A, licensing; governance and capital markets advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abeona Therapeutics, Inc. (public) | Director; Compensation Committee member; Chair of Nominating & Governance Committee | 2025–present | Leads governance; comp committee oversight |
| Avenue Therapeutics, Inc. (public) | Director; Audit Committee member; Compensation Committee member | 2021–present | Financial oversight and comp oversight |
| Entera Bio (public) | Director; Audit Committee member; Chair of Compensation Committee | 2018–Oct 2021 | Led compensation; audit participation |
| Women in Bio | National Board member; Founder of Metro New York chapter; chaired chapter 5 years | Current; Metro NY founded and chaired historically | Industry leadership and network; Boardroom Ready Program alum |
| Red Door Community (formerly Gilda’s Club NYC) | Board member | Current | Non-profit governance |
| Private life sciences companies | Board member | Current | Multiple private company boards (not individually named) |
Board Governance
- Board leadership: Independent Chair since December 2022; prior to 2022 CEO also served as Chair. The board has no formal policy to separate Chair and CEO roles .
- Independence: Board determined all directors except CEO John Climaco are independent under Nasdaq Rules; audit/comp/nominating committees comprised of independent directors; independent directors meet at least four times annually in executive session .
- Committees and Ms. Charles’ roles:
- Audit Committee: Members Keyes (Chair), Charles, Mahery; all independent; Mr. Keyes designated “audit committee financial expert.” Ms. Charles is a member and signed the 2024 Audit Committee report .
- Nominating & Corporate Governance Committee: Members Cockroft (Chair), Charles; all independent; remit includes director qualifications, nominations, and governance policy review .
- Compensation Committee: Members Mahery (Chair), Gumulka, Cockroft; all independent; Ms. Charles is not a member .
- Engagement and attendance: In 2024, the Board held 23 meetings; committees held 19 (Audit 12; Compensation 4; Pricing 1; Nominating 2). Each incumbent director attended at least 75% of Board and applicable committee meetings; four directors attended the 2024 annual meeting (no formal policy on annual meeting attendance) .
Fixed Compensation
| Component | Amount ($) | Effective date | Notes |
|---|---|---|---|
| Independent Director annual cash retainer | 40,000 | April 1, 2024 | Policy approved March 2024 |
| Chair of the Board annual cash | 30,000 | April 1, 2024 | Additional to director retainer |
| Audit Committee Chair | 15,000 | April 1, 2024 | Committee chair fees |
| Audit Committee member | 7,500 | April 1, 2024 | Ms. Charles is a member |
| Compensation Committee Chair | 12,000 | April 1, 2024 | Committee chair fees |
| Compensation Committee member | 6,000 | April 1, 2024 | Ms. Charles not a member |
| Nominating & Governance Chair | 8,000 | April 1, 2024 | Committee chair fees |
| Nominating & Governance member | 4,000 | April 1, 2024 | Ms. Charles is a member |
| Face-to-face Board meeting attendance fee (per meeting) | 2,500 | April 1, 2024 | No fees for telephonic/video meetings |
| 2024 total fees earned (Faith L. Charles) | 78,882 | 2024 | Reported director compensation (cash); Option Awards ($) were “–” |
Performance Compensation
| Metric | 2024 value | Notes |
|---|---|---|
| Option Awards ($) | – | No director option award expense recognized in 2024 |
| Equity awards ($) | – | No stock award expense recognized in 2024 |
| Performance metrics tied to director compensation | None disclosed | Director compensation determined by fixed cash policy; no disclosed TSR/financial/ESG metrics for directors |
Equity plan governance features relevant to director incentives: non-employee director total compensation capped at $300,000 per calendar year (cash + equity at grant-date fair value), repricing prohibited without stockholder approval, no tax gross-ups, 10-year maximum term for options/SARs, dividends/equivalents only on vest, fixed plan term through April 6, 2030 .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Considerations |
|---|---|---|
| Abeona Therapeutics (ABEO) | Biotechnology | Governance/interlock within biotech; no CNSP-related party transactions disclosed for 2023–2024 |
| Avenue Therapeutics (ATXI) | Biotechnology | Financial/comp oversight roles; no CNSP-related party transactions disclosed for 2023–2024 |
| Entera Bio (HNABY/ENTA context) | Biotechnology | Prior comp chair role; no CNSP-related party transactions disclosed for 2023–2024 |
| Women in Bio; Red Door Community; private life sciences boards | Non-profit/private | Network breadth; no CNSP related-party transactions disclosed |
Expertise & Qualifications
- Legal, capital markets, and transactions expertise tailored to biotech/pharma; negotiates complex financings, M&A, licensing, and collaborations; known for governance and strategic development advisory .
- Education: J.D. (GW Law) and B.A. (Barnard); Women in Bio’s Boardroom Ready Executive Education Program .
- Industry leadership and recognition: Founder of Women in Bio Metro NY (chaired 5 years); national board member; multiple industry awards and recognitions .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Shares Beneficially Owned | 3 | October 10, 2025 | As reported in beneficial ownership table |
| % of Shares Outstanding | * (less than 1%) | October 10, 2025 | Based on 574,580 shares outstanding |
| Composition | Options to purchase 3 shares exercisable within 60 days | October 10, 2025 | Footnote (5) specifies options exercisable within 60 days |
| Shares pledged as collateral | Not disclosed | — | No pledge disclosure in proxy; related party transactions report shows none |
Governance Assessment
- Board effectiveness and independence: Ms. Charles is an independent Chair with roles on Audit and Nominating & Governance committees—strong alignment with oversight and governance functions; committees are fully independent; independent directors hold at least four executive sessions annually .
- Engagement: High cadence of meetings (23 board; 19 committee in 2024) and company-reported minimum 75% attendance by all incumbent directors supports active oversight .
- Compensation and alignment: 2024 director compensation for Ms. Charles was cash-only ($78,882) with no equity expense; policy provides fixed cash structure with meeting fees; equity plan caps non-employee director pay and prohibits repricing/tax gross-ups—positive governance features, though low personal ownership (3 shares via vested options; <1%) suggests limited “skin in the game” .
- Conflicts/related-party: No related person transactions disclosed for 2023 and 2024; audit committee pre-approves any potential related-party transactions under a formal policy—strong control; note potential perceived conflict as a law firm partner advising life sciences companies, but no CNSP-related engagements disclosed .
- Leadership structure: Separation of CEO and Chair achieved since December 2022 (positive), but no formal policy to require such separation—monitor for future changes .
- RED FLAGS
- Low ownership alignment: 3 shares beneficially owned, less than 1%—watch for alignment with long-term shareholder returns .
- Potential time/commitment risk: Multiple external public and private boards; ensure adequate bandwidth for CNSP during critical periods (no overboarding threshold disclosed; monitor) .
- No disclosed performance-based director equity: Compensation is cash-heavy without performance link—common for directors, but may reduce incentive alignment .
Summary: Ms. Charles brings deep biotech governance and capital markets expertise as an independent Board Chair with active committee roles and robust governance structures (independent committees, RPT policy, equity plan guardrails). Primary investor considerations are low personal shareholding and external time commitments; no related-party exposures were reported for 2023–2024 .