Jeffry R. Keyes
About Jeffry R. Keyes
Independent director of CNS Pharmaceuticals since June 25, 2018; age 52. He is currently Chief Financial Officer of Quantum‑Si Incorporated (public proteomics) and is designated an “audit committee financial expert” under SEC, NYSE, and Nasdaq rules. He holds a B.A. in Accounting from Western Washington University and is a CPA licensed by the Washington State Board of Accountancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum‑Si Incorporated (public) | Chief Financial Officer | May 2023–present | Current executive role; brings public company CFO rigor to CNS audit oversight . |
| Spinal Elements, Inc. (PE‑backed medtech) | Chief Financial Officer | Aug 2022–May 2023 | Private equity reporting and controls experience . |
| Custopharm, Inc. (PE‑backed pharma) | Chief Financial Officer | Apr 2018–Aug 2022 | Generic injectables; transaction and financing exposure . |
| Digirad Corporation (public) | Chief Financial Officer & Corporate Secretary | Sep 2012–Apr 2018 | Public company SEC reporting and governance responsibilities . |
| Sapphire Energy, Inc. (VC‑backed) | Corporate Controller | Aug 2011–Sep 2012 | Scaling finance function in venture environment . |
| Advanced BioHealing, Inc. (VC‑backed) | Corporate Controller | Apr 2011–Aug 2011 | Pre‑sale finance leadership prior to sale to Shire PLC . |
| Earlier career | Public accounting and finance/M&A roles | Prior to Apr 2011 | Foundation in audit and transaction support . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum‑Si Incorporated | Chief Financial Officer (executive) | May 2023–present | Public company; indicates substantial current operational bandwidth outside CNS . |
No other public company directorships for Mr. Keyes were disclosed in the proxy .
Board Governance
- Independence: Board determined all directors except the CEO (Climaco) are independent under Nasdaq rules; Mr. Keyes is independent .
- Committee assignments: Audit Committee Chair (members: Keyes [Chair], Faith Charles, Amy Mahery); Keyes is the designated Audit Committee Financial Expert .
- Other committees: Compensation Committee (Mahery [Chair], Gumulka, Cockroft); Nominating & Corporate Governance Committee (Cockroft [Chair], Charles) .
- Attendance and engagement: In 2024 the Board held 23 meetings and committees held 19 (Audit 12; Compensation 4; Pricing 1; Nominating 2); each incumbent director attended ≥75% of their meetings .
- Executive sessions: Independent directors meet at least four times annually in executive session .
- Board leadership: Independent Chair of the Board (Faith L. Charles) since Dec 2022 .
- Audit Committee report: Signed by Jeffry Keyes (Chair), Faith Charles, and Amy Mahery, evidencing active committee oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Director Fees (Keyes) | $59,750 | Cash fees; no equity awards recognized in 2024 . |
| Policy effective Apr 1, 2024 – Annual cash retainer (independent directors) | $40,000 | Fixed annual cash . |
| Policy – Committee chair retainers | Audit Chair: $15,000; Compensation Chair: $12,000; Nominating Chair: $8,000 | Keyes, as Audit Chair, is eligible for the $15,000 chair fee . |
| Policy – Committee member retainers | Audit: $7,500; Compensation: $6,000; Nominating: $4,000 | Applies per committee membership . |
| Policy – Board Chair retainer | $30,000 | Paid to Chair of the Board (not Keyes) . |
| Policy – Meeting fees | $2,500 per face‑to‑face Board meeting | No fees for telephonic/video meetings . |
Performance Compensation
| Award Type | Grant/Approval Context | Shares/Options | Strike/Term | Vesting/Performance | Status |
|---|---|---|---|---|---|
| Stock Options (non‑employee directors, incl. Keyes) | Board approved Jun 6, 2025; subject to shareholder approval of 2020 Plan share increase | 1,517 options (to each of Charles, Cockroft, Gumulka, Keyes, Mahery) | $12.12 strike; 10‑year term | Vesting terms not specified in proxy for directors | Subject to shareholder approval; proposed under 2020 Plan amendments . |
No director‑specific performance metrics (e.g., TSR, revenue) tied to director compensation were disclosed. Equity awards for non‑employee directors in 2024 were not reported; the 2025 option grants remain subject to stockholder approval .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board seats/interlocks disclosed for Mr. Keyes in the proxy . |
Expertise & Qualifications
- Financial Expertise: Board‑designated “audit committee financial expert” under SEC rules; deep CFO experience across public and private life sciences/medtech companies .
- Credentials: B.A. in Accounting (Western Washington University); CPA (Washington State Board of Accountancy) .
- Domain: Public company reporting, capital markets, PE/VC environments, M&A and transaction support .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Oct 10, 2025) | 6 shares | Consists solely of options exercisable within 60 days . |
| Ownership as % of outstanding | <1% | Based on 574,580 shares outstanding on Oct 10, 2025 . |
| Section 16 compliance | No delinquency noted | 2024 late filings listed did not include Mr. Keyes . |
| Hedging/Pledging | Hedging prohibited without prior approval; pledging not disclosed | Company anti‑hedging policy applies to directors . |
| Outstanding director equity (Dec 31, 2024 snapshot) | 1 option and 7 RSUs (aggregate outstanding) | Aggregate positions across non‑employee directors; Mr. Keyes shown with 1 option and 7 RSUs outstanding at year‑end 2024 . |
Related‑party transactions: None reported for 2023–2024; Audit Committee pre‑approves any related‑party dealings per policy .
Governance Assessment
-
Strengths
- Audit Committee Chair and designated Financial Expert; signed the Audit Committee report, indicating deep engagement on financial reporting and auditor oversight .
- Independent director under Nasdaq rules; Board majority independent; independent Chair; regular executive sessions bolster oversight .
- Attendance: Board and committee activity was high in 2024, and each incumbent director attended ≥75% of their respective meetings .
- Anti‑hedging policy for directors supports alignment with shareholders; no related‑party transactions reported .
-
Watch items
- Concurrent full‑time CFO role at Quantum‑Si (public) represents a significant external commitment; however, no attendance shortfalls were disclosed .
- Director equity ownership is de minimis (<1%); equity alignment may depend on approval and sizing of proposed 2025 option grant .
-
Compensation structure observations
- 2024 director pay was entirely cash for Keyes; the 2025 program proposes stock options (subject to stockholder approval), which would increase at‑risk, equity‑based alignment .
- Non‑employee director pay is capped under the plan at $300,000 per year, supporting pay governance discipline .
-
Committee composition and process
- Compensation and Nominating committees comprised solely of independent directors; charters published on the company website; Audit Committee independence/financial literacy requirements affirmed .
-
Policies and controls
- Clawback policy adopted (Dodd‑Frank restatement recoupment) applies to executives; nonetheless, signals broader governance focus on accountability .
Overall, Keyes’ audit leadership, independence, and finance credentials support board effectiveness; the principal governance sensitivities relate to time commitments and low direct stock ownership, partially addressed by proposed equity grants subject to shareholder approval .