Donald Denkhaus
CATALYST PHARMACEUTICALSAbout Donald A. Denkhaus
Independent director of Catalyst Pharmaceuticals (CPRX) since February 2015; age 79. Audit Committee Chair and member of the Corporate Governance & Nominating Committee. Retired CPA and designated “audit committee financial expert,” with prior 22-year audit partner tenure at Arthur Andersen and CFO/Chairman experience at The Kitchen, LLC; holds an MBA (Finance) from University of Maryland and a BBA (Accounting) from Kent State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | Audit Partner; led South Florida audit practice; Audit Practice Partner for Florida & Puerto Rico | 1970–2002 | Led regional audit oversight; senior leadership roles |
| The Kitchen, LLC | Chairman & Chief Financial Officer | 2005–2024 | Operational/financial leadership at media localization firm |
| Nuovo Biologics (private) | Chair | 2010–2013 | Oversight at biotech developing an antiviral drug for animal use |
| Noven Pharmaceuticals (public) | Director; Audit Committee Chair | 2004–2009 | Chaired audit; specialty pharma board experience |
External Roles
| Organization | Type | Current/Recent Role | Notes |
|---|---|---|---|
| Public company boards (last 5 years) | Public | None disclosed | Proxy biographies list current/past five-year public directorships; none for Denkhaus |
| The Kitchen, LLC | Private | Chairman & CFO (ended 2024) | Media dubbing/subtitling services |
Board Governance
- Committee assignments: Audit Committee Chair; Corporate Governance & Nominating Committee member .
- Independence: Affirmatively determined independent director under NASDAQ standards; all Board committees are comprised of independent directors .
- Financial expertise: Board determined Denkhaus is an “audit committee financial expert” (Reg S-K) .
- Attendance: Board met 8 times; all directors attended at least 75% of Board and committee meetings in 2024; all attended the 2024 annual meeting .
- Audit Committee cadence: 4 meetings and one unanimous written consent in 2024; signed Audit Committee Report as Chair .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 60,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer | 21,000 | Chair fee level |
| Corporate Governance & Nominating Committee member retainer | 5,250 | Member fee level |
| Meeting fees | 0 | No meeting fees paid |
| Cash fees actually paid (Denkhaus) | 86,250 | Sum of retainers above |
| 2024 Director Compensation Mix | Cash ($) | Stock-Based Awards ($) | Total ($) |
|---|---|---|---|
| Donald A. Denkhaus | 86,250 | 300,019 | 386,269 |
Performance Compensation (Equity Awards to Directors)
| Equity Type | Grant Practice | Vesting | 2024 Position-Specific Details |
|---|---|---|---|
| Stock Options | Granted annually to directors | Typically 1/3 per year over 3 years; 7-year term unless noted | Denkhaus held 201,272 options as of Dec 31, 2024 |
| Restricted Stock Units (RSUs) | Granted annually to directors | Typically 1/3 per year over 3 years | Denkhaus had 11,002 unvested RSUs as of Dec 31, 2024 |
| Performance Shares/Units | Available under plan | Contingent on goals (EBITDA, TSR, revenue, etc.) | Company has only granted options and RSUs to directors to date (no performance shares/units) |
No director-specific performance metrics are tied to equity awards (to date, only options and RSUs have been granted to directors) .
Other Directorships & Interlocks
| Company | Relationship to CPRX | Potential Interlock/Conflict |
|---|---|---|
| Noven Pharmaceuticals (sold 2009) | Historical public directorship | No current interlock; no related-party transactions since 2023 |
| The Kitchen, LLC | Private company | Unrelated industry; no CPRX related-party transactions disclosed |
Expertise & Qualifications
- Deep audit/financial oversight experience; retired CPA; “audit committee financial expert” .
- Prior public company audit chair (Noven) and extensive leadership roles at Arthur Andersen .
- Education: MBA (Finance) – University of Maryland; BBA (Accounting) – Kent State University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 598,420 shares; <1% of outstanding (121,959,172 shares) |
| Exercisable options (within 60 days) | 103,341 (strikes: $4.64 – 33,500; $3.42 – 30,000; $7.07 – 20,000; $18.59 – 10,000; $14.15 – 9,841) |
| Unvested options | 47,931 (5,000 @ $18.59 vest 12/27/2025; 19,683 @ $14.15 vest in two annual tranches from 12/08/2025; 23,248 @ $21.12 vest in three annual tranches from 11/21/2025) |
| Unvested RSUs (Dec 31, 2024) | 11,002 |
| RSU vesting schedule (as of Record Date) | 1,334 (vest 12/27/2025); 2,827 (two annual tranches from 12/08/2025); 2,841 (three annual tranches from 11/21/2025) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy; no pledging allowed |
Governance Assessment
- Board effectiveness: Strong financial oversight with Denkhaus as Audit Chair and designated “financial expert”; audit committee active (4 meetings in 2024) and auditor independence affirmed; Grant Thornton audit fees fully pre-approved .
- Independence & engagement: Affirmed independent; regular executive sessions; attendance at or above 75% threshold; no related-party transactions since 2023—supports investor confidence .
- Pay alignment: Director pay is heavily equity-based, aligning incentives with shareholders; 2024 mix for Denkhaus: $86,250 cash, $300,019 equity; no meeting fees; transparent committee fee structure .
- Potential conflicts: Prior roles at The Kitchen (private, unrelated) and historical Noven directorship pose no current interlocks; company discloses none and prohibits hedging/pledging—reducing misalignment risk .
- Change-of-control equity treatment: 2018 Plan allows acceleration/assumption of awards at the Compensation Committee’s discretion upon change-in-control, implying standard protections without single-trigger guarantees specific to directors .
Red Flags
- None evident specific to Denkhaus: no related-party transactions; strong independence; hedging/pledging prohibited; clear audit leadership and compliant Section 16 reporting .