Jerzy (George) Gumulka
About Jerzy (George) Gumulka
Jerzy (George) Gumulka, PhD, is an independent director of CNS Pharmaceuticals who joined the board on November 8, 2017; he is age 76 as of October 10, 2025 and holds a Ph.D. from the University of Warsaw. He retired in 2016 and brings deep technical experience in biochemistry, polymer science, and corporate leadership, including patents and the 2011 Presidential Green Chemistry Challenge Award. His CNS board service emphasizes compensation oversight and governance, with prior experience on Moleculin LLC’s board (2010–2016).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraton Polymers US LLC / Kraton Polymers do Brasil | Global Technology Manager ASC; Technology Manager, Special Projects/New Technology Platforms; Technical Director | 2001–2016 | Led technology platforms; corporate leadership experience cited as qualification |
| Shell Chemical Company | Prior employment | Not disclosed | Technical leadership background |
| BioSpectrum, Inc. (aka IML) | Scientist (INF-γ and Interleukin-2 development/application) | Not disclosed | Co-authored patents; HIV-focused studies and animal models |
| Various scientific areas | Co-author on patents | Not disclosed | Analytical chemistry, environmental and polymer science; 2011 Presidential Green Chemistry Challenge Award |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moleculin LLC | Director | 2010–2016 | Prior directorship; no current public company directorships disclosed for Gumulka |
Board Governance
- Independence: The board determined all directors except CEO John Climaco are independent under Nasdaq rules; Gumulka is independent.
- Committees (2025): Compensation Committee member (Chair: Amy Mahery); Audit Committee members are Keyes (Chair), Charles, Mahery; Nominating & Corporate Governance members are Cockroft (Chair), Charles; Pricing Committee exists (charter referenced) but membership not listed.
- Prior committee chair experience: In 2023, Gumulka served as Chair of the Compensation Committee; post-meeting, the Compensation Committee consisted of Gumulka (Chair) and Keyes.
- 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 at least 75% of meetings of the Board and committees of which they were a member.
- Annual meeting attendance: Four directors attended the 2024 annual meeting; in 2022, Gumulka did not attend the annual meeting in person.
- Related-party transactions: None for 2023 and 2024 requiring disclosure under SEC rules; Audit Committee pre-approves any related-party transactions over $120,000 and evaluates conflicts, commercial reasonableness, and benefits.
- Anti-hedging/ethics: Directors are prohibited from hedging company stock without prior approval; code of ethics in place.
- Section 16 compliance: One Form 4 for Gumulka was filed one day late on February 6, 2024.
Fixed Compensation
| Component | Amount ($) | Effective Date/Notes |
|---|---|---|
| Annual cash retainer (independent director) | 40,000 | Effective April 1, 2024 |
| Board Chair additional retainer | 30,000 | Effective Dec 30, 2022 policy; in place in 2024 |
| Committee Chair – Audit | 15,000 | Annual |
| Committee Chair – Compensation | 12,000 | Annual |
| Committee Chair – Nominating & Governance | 8,000 | Annual |
| Committee Member – Audit | 7,500 | Annual |
| Committee Member – Compensation | 6,000 | Annual |
| Committee Member – Nominating & Governance | 4,000 | Annual |
| Face-to-face Board meeting fee | 2,500 per meeting | No pay for telephonic/video meetings |
| Year | Fees earned or paid in cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 51,200 | 0 | 51,200 |
| 2024 | 50,925 | 0 | 50,925 |
Performance Compensation
| Year | RSU/Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2022 | 0 (non-employee directors held only options as of 12/31/2022) | Reported for other directors; no new awards to Gumulka | Non-employee director plan limits set in 2020 Plan |
| 2024 | 0 (no stock awards reported for Gumulka) | 0 | As of 12/31/2024, Gumulka held 1 share underlying options and 1 share underlying RSUs (aggregate counts) |
- 2020 Stock Plan governance features: Independent committee administration; fixed share cap (no evergreen); repricing prohibited without stockholder approval; dividends only upon vesting; non-employee director annual comp cap $300,000; no tax gross-ups; 10-year term (to April 6, 2030).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Moleculin LLC | Director | None disclosed with CNS suppliers/customers | Prior role (2010–2016) |
Expertise & Qualifications
- Technical credentials: Ph.D. in biochemistry; patents in INF-γ and Interleukin-2 production/purification; analytical chemistry, environmental and polymer science.
- Industry recognition: 2011 Presidential Green Chemistry Challenge Award.
- Sector experience: Biopharma R&D interfaces (BioSpectrum/IML, HIV-related studies) and advanced materials/polymers (Kraton/Shell).
- Board qualification: Technical knowledge plus corporate leadership experience cited by CNS as rationale for director role.
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| March 21, 2024 | 115,625 | <1% | Pre-reverse split context |
| Oct 16, 2024 | 3,162 | <1% | Beneficial ownership table in Oct 2024 proxy |
| Oct 10, 2025 | 9 | <1% | Post 1-for-12 reverse split; very low absolute holdings |
- As of December 31, 2024, aggregate awards held by non-employee directors included 1 share underlying options and 1 share underlying RSUs for Gumulka.
- Anti-hedging: Directors prohibited from hedging company stock without prior approval.
- Pledging: No pledging disclosures noted for directors.
- Section 16: One late Form 4 filing by Gumulka (one day late on Feb 6, 2024).
Governance Assessment
- Strengths: Independent status; consistent committee engagement, including prior service as Compensation Committee Chair; structured, modest director cash compensation with clear fee schedules and no equity windfalls; robust 2020 Plan controls (no repricing without shareholder approval, annual cap for directors, no tax gross-ups) supporting pay discipline.
- Alignment: Director pay is primarily cash; limited outstanding equity exposure for Gumulka as of 12/31/2024, reducing risk of misaligned incentives but also limiting “skin in the game.”
- Attendance: Board met extensively in 2024 (23 meetings) and each incumbent director met the 75% attendance threshold, indicating engagement; note that Gumulka did not attend the 2022 annual meeting in person.
- Conflicts/Related-parties: No related-person transactions in 2023–2024; Audit Committee pre-approval procedures for any RPTs >$120,000 reduce conflict risk.
- Policies: Anti-hedging and Code of Ethics in place; minor compliance issue with one late Form 4 filing in 2024.
- Red flags:
- Very low equity ownership post-reverse split may signal limited economic alignment versus cash comp; investors may prefer higher director ownership levels.
- One-day-late Section 16 filing is a minor process lapse but not typically material.
Implications: For portfolio managers focused on governance quality, Gumulka’s independent status, compensation oversight experience, and cash-oriented, capped director pay structure are positives. The limited personal shareholding and minimal current equity awards suggest modest direct financial alignment; monitoring any evolution of director ownership and continued committee effectiveness—particularly on compensation—remains advisable.