Gregory Duncan
CorMedixAbout Gregory Duncan
Independent director at CorMedix since November 2020; age 60. Currently Chairman & CEO of Dogwood Therapeutics (Nasdaq: DWTX), formed via integration of Virios Therapeutics and Wex Pharmaceuticals in October 2024. Prior roles include CEO/Chairman of Virios Therapeutics (2020–2024), President/CEO of Celtaxsys (from 2014), UCB executive including President North America (2007–2013), and 17 years at Pfizer (SVP US Marketing; President Latin America 2005–2007). Education: SUNY Albany (undergrad) and Emory University (MBA). Audit Committee financial expert designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCB | Senior executive; President North America | 2007–2013 | Executive committee member |
| Pfizer | SVP US Marketing; President Latin America | c. 1988–2005/2005–2007 | Senior commercial leadership |
| Celtaxsys | President & CEO | From 2014 | Led rare disease biotech |
| Virios Therapeutics | CEO & Chairman | 2020–Oct 2024 | Led clinical-stage biotech |
| Dogwood Therapeutics (Nasdaq: DWTX) | Chairman & CEO | Oct 2024–present | Integration of Virios and Wex; public company leadership |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Dogwood Therapeutics (DWTX) | Chairman & CEO | Public (Nasdaq) | Formed via integration in Oct 2024 |
| Virios Therapeutics | CEO & Chairman | Public | Role prior to Dogwood integration |
Board Governance
- Committee assignments: Audit Committee (member; financial expert), Compensation Committee (member). Nominating & Governance Committee does not include Duncan. Independence: Board determined Duncan independent under Nasdaq rules; Audit/Compensation committees fully independent.
- Attendance: Board held 4 meetings; Audit 4; Compensation 2; Nominating & Governance 1. Each director attended at least 75% of Board and applicable committee meetings.
- Leadership structure: Independent Chairman (Myron Kaplan); CEO is a separate role (Joseph Todisco).
- Director stock ownership guidelines: Non‑employee directors must own $100,000 of CRMD stock within five years of joining the Board; guideline can be met via deferred plan shares, RSU vesting, and option exercise.
- Hedging/pledging: Hedging and short sales prohibited; pledging strongly discouraged.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash fees ($) | 72,000 | 72,000 | 72,000 |
| Option awards grant-date fair value ($) | 59,960 | 69,420 | 81,564 |
| Total ($) | 131,960 | 141,420 | 153,564 |
Performance Compensation
| Element (2024 Director Program) | Terms |
|---|---|
| Annual equity grant | 30,000 stock options (vest monthly over 1 year) |
| First election grant | 30,000 stock options (vest 1/3 at grant, 1/3 at 1st and 2nd anniversaries) |
| Exercise price | Equal to fair market value on grant date |
| Director award cap | Total annual value (cash + equity grant-date fair value) capped at $500,000; exceptions possible for non‑executive chair (recusal required) |
| Deferred compensation plan | Cash fees may be deferred into share units credited at prevailing market price; payout upon separation or change-in-control (accelerated cash) |
Other Directorships & Interlocks
| Organization | Role | Potential Interlock/Conflict View |
|---|---|---|
| Dogwood Therapeutics (DWTX) | Chairman & CEO | Public company leadership in biopharma; therapeutic areas differ from CRMD’s infection prevention focus; monitor time commitments and any future transactional links. |
Expertise & Qualifications
- Deep pharmaceutical commercial leadership (Pfizer, UCB) and CEO experience in biotechs (Celtaxsys, Virios/Dogwood).
- Audit Committee financial expert designation (technical financial oversight).
- Industry breadth across commercial operations, marketing, and executive governance.
Equity Ownership
| Metric | As of Apr 25, 2025 | As of Sep 30, 2025 |
|---|---|---|
| Common shares owned | 0 | 13,333 |
| Options exercisable within 60 days | 112,500 | 99,167 |
| Total beneficial ownership (shares) | 112,500 | 112,500 |
| Ownership % of outstanding | <1% | <1% |
| Stock ownership guideline status (context) | Guideline requires $100,000 within 5 years; price context $11.63 on Sep 30, 2025 ; 13,333 shares held suggests guideline likely met by Nov 2025 deadline. |
Say‑on‑Pay & Shareholder Feedback (context for governance)
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay (2024 NEO comp) | Approved: For 16,086,287; Against 1,999,311; Abstain 360,596; Broker non‑votes 27,599,135. |
| Director elections (2025) | Duncan received 17,555,657 For; 890,537 Withheld; broker non‑votes 27,599,135. |
Governance Assessment
- Board effectiveness: Duncan contributes financial oversight as Audit Committee member and designated financial expert; committee composition meets independence standards. Attendance thresholds met.
- Alignment and incentives: Director pay mix balances cash retainers with equity options; annual option grant increased in fair value from 2022→2024, consistent with program (30,000 options/year). Deferred plan allows equity accumulation; ownership guidelines reinforce alignment.
- Conflicts/related parties: Company disclosed no related‑person transactions in 2024; Audit Committee pre‑approves related‑party transactions. Hedging banned and pledging discouraged, reducing misalignment risks.
- Signals to monitor:
- External CEO/Chair role at Dogwood (public) — monitor potential time commitment or transactional overlaps; none disclosed.
- Equity award practices prohibit repricing without shareholder approval — favorable governance control.
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or attendance shortfalls.