Myron Kaplan
CorMedixAbout Myron Kaplan
Myron Kaplan (age 80) is an independent director and Chairman of the Board of CorMedix, serving on the board since April 2016 and as Chairman since August 2017. He is a founding partner at Kleinberg, Kaplan, Wolff & Cohen, P.C., with over 50 years of corporate and securities law practice; he graduated from Columbia College and holds a J.D. from Harvard Law School . The Board separates the Chairman (Kaplan) and CEO roles, maintaining governance checks and balance at the top .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kleinberg, Kaplan, Wolff & Cohen, P.C. | Founding Partner; Corporate & Securities Lawyer | c. 50+ years | Extensive capital markets and governance expertise |
| SAirGroup Finance (USA) Inc. | Director | Prior service (dates not specified) | Oversight for subsidiary with publicly issued debt |
| Trans World Airlines, Inc. | Director | Prior service (dates not specified) | Public company board experience |
| Kitty Hawk, Inc. | Director | Prior service (dates not specified) | Public company board experience |
| Lehman Brothers Plan Holding Trust | Trustee | Since 2012 | Fiduciary stewardship during plan wind-down |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private companies (various) | Director | Ongoing | Multiple private company directorships |
| JBI Libraries (formerly JBI International) | Trustee/Board Committees | Ongoing | Long-time board service in non-profit sector |
| Children’s Museum of Manhattan | Board Member | Resigned after 40 years | Long-tenured civic engagement |
Board Governance
- Independence: Kaplan is deemed independent under Nasdaq rules; all directors except the CEO are independent .
- Roles: Chairman of the Board; Chair of the Nominating & Governance Committee .
- Committee composition (current as of Apr 25, 2025):
- Audit: Lefkowitz (Chair), Dunton, Duncan
- Compensation: Dillione (Chair), Dunton, Duncan
- Nominating & Governance: Kaplan (Chair), Stewart, Dillione
- Attendance: In FY 2024, Board held 4 meetings; Audit 4; Compensation 2; Nominating & Governance 1; each director nominee attended ≥75% of Board and applicable committee meetings .
- Chair/CEO separation: Board retains separate Chairman (Kaplan) and CEO (Todisco) roles, with flexibility to adjust if needed .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|
| 2024 | 129,000 | 81,564 | 210,564 |
2024 Director Compensation Program (structure that determines cash/equity):
- Annual director cash fee: $55,000; first election grant: 30,000 options (1/3 vest at grant, then annually over 2 years); annual option grant: 30,000 options (vest monthly over 1 year) .
- Chair and committee fees (annual): Board Chair $45,000; Audit Chair $23,000; Compensation Chair $18,000; Nominating & Governance Chair $14,000; Audit member $10,000; Compensation member $7,000; Nominating & Governance member $5,000; Strategy Committee member $15,000 .
- Deferred compensation plan available; Dillione is participant (Kaplan not disclosed as participant) .
Performance Compensation
| Element | Quantity/Term | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Option Grant (standard) | 30,000 options | Monthly vest over 1 year | Exercise price = FMV at grant |
| First Election Grant (standard) | 30,000 options | 1/3 at grant; 1/3 on 1st and 2nd anniversaries | Exercise price = FMV at grant |
| Kaplan Option Holdings (as of 12/31/2024) | 156,000 options | As granted under plan | Indicates meaningful equity-linked pay |
| 2024 Equity Value (Kaplan) | $81,564 grant-date FV | — | GAAP FV under ASC 718 |
- No director performance metrics (TSR, revenue, ESG) disclosed for director awards; director equity is time-based vesting only .
Other Directorships & Interlocks
- Appointment right: Manchester Securities Corp. (affiliate of Elliott Associates, L.P., largest stockholder) holds the right to appoint up to two directors; it appointed Janet Dillione (2015) and Myron Kaplan (2016), and nominates them for election at subsequent meetings .
- Governance note: Board maintains independence designations notwithstanding Manchester’s appointment right .
Expertise & Qualifications
- Legal/Capital Markets: Decades of corporate and securities practice as founding partner; past public-company board experience (airlines/logistics) .
- Governance leadership: Chair of Nominating & Governance Committee; Chairman of Board .
- Education: Columbia College (undergraduate); Harvard Law School (J.D.) .
Equity Ownership
| Holder | Direct Shares | Indirect (Spouse/Grandchildren) | Options (Exercisable/within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Myron Kaplan (as of Apr 25, 2025) | 151,034 | 30,000 | 156,000 | 337,034 | <1% |
| Myron Kaplan (as of Sep 30, 2025) | 151,034 | 30,000 | 156,000 | 337,034 | <1% |
- Stock Ownership Guidelines: Non-employee directors must own $100,000 of common stock within five years of joining the Board (or since Oct 2014 for incumbents) .
- Hedging/Pledging: Directors prohibited from hedging or short sales; strongly discouraged from pledging/margin accounts .
- Clawback: Company adopted mandatory clawback policy in Dec 2023 per Nasdaq; applies to incentive compensation tied to financial measures for executives; also discretionary clawback for misconduct .
Insider Trades (Ownership Alignment Signal)
| Date | Transaction | Shares | Price | Value | Post-Transaction Position |
|---|---|---|---|---|---|
| Oct 23, 2025 | Open-market purchase | 25,000 | $11.02 avg | $275,500 | Direct ownership reported at 201,034 shares (per article); Form 4 filed Oct 27, 2025 |
Say‑on‑Pay & Shareholder Feedback
| Proposal (Annual Meeting 6/24/2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2024) | 16,086,287 | 1,999,311 | 360,596 | 27,599,135 |
- Director elections: Kaplan received 14,211,986 For and 4,234,208 Withheld; elected by plurality .
Governance Assessment
- Independence & leadership: Kaplan is independent, Board Chair, and chairs Nominating & Governance; Board maintains separate Chair/CEO roles—positive for oversight .
- Attendance & engagement: ≥75% attendance across Board and committee meetings in FY 2024—adequate engagement; meeting cadence shows active committees .
- Pay structure: Director compensation mixes cash retainers with time‑vested options; additional fees tied to chair and committee responsibilities; no performance‑conditioned equity—moderate alignment via equity but limited pay‑for‑performance for directors .
- Ownership alignment: Kaplan holds meaningful beneficial ownership including options; recent open-market purchase strengthens alignment signal .
- Policies: Robust hedging prohibitions and clawback policy in place; stock ownership guidelines support alignment .
- Potential conflicts: Manchester/Elliott appointment rights linking a major stockholder to Kaplan’s initial board entry; while independence is affirmed, investors should monitor for any related‑party transactions (none disclosed in 2024) or undue influence .
RED FLAGS to Monitor
- Shareholder influence: Ongoing appointment rights by an affiliate of the largest stockholder (Manchester/Elliott) over two board seats (including Kaplan’s initial appointment) may concentrate influence; continue monitoring governance disclosures and any related‑party transactions (none in 2024) .
- Performance‑based director equity: Absence of performance conditions on director equity (time‑based vesting only) limits pay‑for‑performance signaling .
Notes
- Related-Party Transactions: None reported for 2024; Audit Committee reviews and must approve any such transactions .
- Audit, Compensation, Nominating committee independence and charters posted; FW Cook engaged periodically as independent compensation consultant with no conflicts found .