Charles Semba
About Charles Semba
Charles Semba, M.D., age 65, has served as an independent director of DiaMedica Therapeutics since July 2021. He is a veteran biotechnology executive with 20+ years of drug-development experience and currently serves as Chief Medical Officer of Eluminex Biosciences; prior roles include CMO at Graybug Vision and ForSight VISION5, and senior positions at Genentech and Shire. He holds a B.A. in Chemistry from Carleton College and an M.D. from the University of Minnesota, and has been an adjunct professor of vascular and interventional radiology at Stanford University School of Medicine since 1992 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graybug Vision, Inc. | Chief Medical Officer | Jun 2016 – Mar 2020 | Clinical-stage portfolio leadership; retina/optic nerve focus |
| ForSight VISION5 (acquired by Allergan) | Chief Medical Officer | Jun 2014 – Jun 2016 | Non-invasive therapies replacing eye drops; glaucoma/dry eye/allergy |
| Genentech (Roche) | Senior positions | Not disclosed | Drug development/biopharma senior leadership |
| Shire (acquired by Takeda) | Senior positions | Not disclosed | Drug development/biopharma senior leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eluminex Biosciences | Chief Medical Officer | Since Jun 2020 | Ophthalmology-focused biotech |
| Stanford University School of Medicine | Adjunct Professor (Vascular & Interventional Radiology) | Since 1992 | Recognized expert in endovascular therapy, thrombolysis, thrombectomy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules |
| Committee assignments (current) | Audit (member), Compensation (member), Scientific & Clinical Research (member) |
| Committee chairs | None (chairs: Audit—Parsons; Compensation—Giuffre; Nominating & Corporate Governance—Pilnik; Scientific & Clinical—Kuntz) |
| Board & committee meeting cadence (FY2024) | Board: 6; Audit: 4; Compensation: 5; Nominating & Governance: 4; Scientific & Clinical: 3 |
| Attendance | Each director attended ≥75% of aggregate board and committee meetings served |
| Executive sessions | Independent directors met in executive/in-camera session 5 times in FY2024 |
| AGM attendance policy | Directors encouraged (not required); all then-current directors attended 2024 AGM |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $40,000 | Standard non-employee director retainer |
| Audit Committee member | $7,500 | Excludes chair |
| Compensation Committee member | $5,000 | Excludes chair |
| Scientific & Clinical Research Committee member | $4,000 | Excludes chair |
| Fees earned or paid in cash (Semba) | $55,258 (FY2024) | Portion elected as RSUs ($26,250) |
| Fees earned or paid in cash (Semba) | $52,500 (FY2023) | Portion elected as RSUs ($26,250) |
Performance Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Option awards (grant-date fair value, ASC 718) | $37,175 | $59,210 |
| Stock awards (RSU/DSU, net difference method) | $0 | $281 |
| Total director compensation (Semba) | $89,675 | $114,749 |
| 2024 Annual Option Grant Details | Value |
|---|---|
| Grant date and formula | Annual grant equal to 0.075% of outstanding shares; granted June 1, 2024 |
| Shares granted (Semba) | 28,472 options |
| Exercise price | $2.90 per share (FMV on grant date) |
| Vesting | Quarterly over one year (four installments) contingent on service |
| Term | 10 years; expires May 31, 2034 |
| RSU Election in Lieu of Cash (2024) | Value |
|---|---|
| Cash retainer elected into RSUs (Semba) | $26,250 |
| Shares granted | 9,375 RSUs |
| RSU grant-date fair value per share | $2.83 |
| Average stock price used for conversion | $2.80 |
| Settlement/Vesting | Vests quarterly; RSUs settle immediately upon vesting or earlier upon death |
Notes:
- Directors may elect up to 100% of cash retainers into DSUs/RSUs; vest quarterly; forfeiture provisions apply upon service change .
- No perquisites provided to non-employee directors .
- No hedging or pledging of DiaMedica securities permitted (best practice) .
- Clawback policy maintained .
Other Directorships & Interlocks
- No other public company directorships for Semba disclosed in the past five years .
- Current external executive role: CMO at Eluminex Biosciences (private) .
Expertise & Qualifications
- Strategic planning; clinical/clinical development; medical/scientific/R&D; pharmaceutical industry; regulatory and quality; international experience; public company senior executive experience .
- Recognized technical expert in endovascular therapy, thrombolysis, mechanical thrombectomy, and endovascular surgery .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 111,992 (as of Mar 18, 2025) |
| Percent of class | <1% (“*”) based on 42,855,660 shares outstanding |
| Shares underlying stock options exercisable within 60 days | 70,330 |
| Shares underlying RSUs within 60 days | 2,344 |
| DSUs held | 0 |
| Shares outstanding (record date reference) | 42,855,660 |
Insider Trades
| Date | Transaction | Shares | Price/Share | Total | Notes |
|---|---|---|---|---|---|
| Jun 21, 2023 | Private placement purchase | 12,787 | $3.91 | $50,000 | Director/officer tranche at premium price vs outside investors; alignment signal |
Governance Assessment
- Strengths: Independent director with relevant clinical-development expertise; active on three board committees (Audit, Compensation, Scientific & Clinical); attendance threshold met; alignment via RSU election and 2023 insider purchase; strong governance posture (independent chair; executive sessions; no hedging/pledging; clawback policy; independent comp consultant, Alpine Rewards) .
- Compensation mix: Increased equity emphasis YoY (option grant ASC 718 value up to $59,210 from $37,175; cash up modestly to $55,258 from $52,500), plus RSU election, reinforcing shareholder alignment .
- Conflicts/related-party: No related-party transactions involving Semba reported; insider purchase in 2023 was on disclosed terms in a broader financing and does not indicate a conflict .
- Shareholder signals: Say-on-pay approvals (2024 and 2025) indicate broad support for compensation practices (2024 For: 13,178,728; 2025 For: 6,536,608) .
- Watch items: External full-time CMO role at Eluminex may add time commitments; beneficial ownership <1% is typical for small-cap boards but merits monitoring for continued ownership growth via options/RSUs .