Richard Kuntz
About Richard Kuntz
Richard Kuntz, M.D., M.Sc., age 67, has served on DiaMedica’s Board since May 2023 and is classified as an independent director. He previously served as Medtronic’s Chief Medical Officer & Scientific Officer and SVP/President of Neuromodulation; he founded the Harvard Clinical Research Institute and held academic and clinical roles at Harvard Medical School and Brigham & Women’s Hospital. He currently sits on the boards of ZimVie Inc. and Identiv, Inc., and holds a Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health, an M.D. from Case Western Reserve, and a B.A. from Miami University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Chief Medical Officer & Scientific Officer; Executive Committee member | Dates not disclosed | Senior leadership for clinical/scientific strategy |
| Medtronic plc | SVP & President, Neuromodulation | Oct 2005–Aug 2009 | Business unit leadership |
| Harvard Clinical Research Institute | Founder & Chief Scientific Officer | Dates not disclosed | Led multicenter clinical trials; biostatistics |
| Harvard Medical School | Associate Professor of Medicine | Dates not disclosed | Clinical biometrics leadership |
| Brigham & Women’s Hospital | Interventional Cardiologist; Chief, Division of Clinical Biometrics | Dates not disclosed | Cardiovascular clinical practice & biometrics |
| PCORI | Founding Governor | Dates not disclosed | National outcomes research governance |
| NIH HEAL | Working Group Member | Present | Guidance on addiction long-term initiative |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZimVie Inc. (Nasdaq) | Director | Current | Not disclosed in DMAC proxy |
| Identiv, Inc. (Nasdaq) | Director | Current | Not disclosed in DMAC proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Scientific and Clinical Research Committee; not a member of Audit or Nominating & Corporate Governance .
- Independence: Board affirms Kuntz and the Sci/Clinical Research Committee members are independent under Nasdaq rules; majority-independent board with independent Chair (James Parsons) .
- Attendance: In FY 2024 the Board met 6 times; committees met (Audit 4, Compensation 5, Nominating 4, Scientific & Clinical Research 3); each director attended ≥75% of aggregate Board/committee meetings; all then-current directors attended the 2024 AGM .
- Executive sessions: Independent directors met in executive/in‑camera session 5 times in FY 2024; guidelines call for at least two per year .
- Committee mandates: The Scientific & Clinical Research Committee oversees clinical strategy, trial design (including adaptive/group sequential designs), CRO oversight, regulatory interactions, and publication strategy; the Compensation Committee oversees non‑employee director compensation and uses Alpine Rewards as independent consultant .
Fixed Compensation
| Description (FY 2024) | Amount |
|---|---|
| Board Member annual cash retainer | $40,000 |
| Scientific & Clinical Research Committee Chair annual retainer | $8,000 |
| Compensation Committee Member annual retainer | $5,000 |
| Meeting fees | None disclosed (program uses retainers) |
| Director (FY 2024) | Fees Earned or Paid in Cash | Option Awards (Grant-date Fair Value) | Stock Awards | All Other | Total |
|---|---|---|---|---|---|
| Richard Kuntz, M.D. | $45,516 | $59,210 | $427 | — | $105,153 |
Notes:
- Kuntz elected to receive $40,000 of retainers as 14,285 RSUs; directors may take DSUs/RSUs in lieu of cash .
- No perquisites provided to non‑employee directors .
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Annual stock option grant (non‑employee directors) | 0.075% of outstanding shares; granted June 1; 10-year term; strike = FMV on grant date; vests in four quarterly installments over one year |
| 2024 annual option grant (per director) | 28,472 options at $2.90 strike; expires May 31, 2034; quarterly vest over one year |
| Chairman additional annual option | 0.02% of shares (Chair only) |
| Initial option grant for new directors | 0.15% of shares; 10-year term; vests quarterly over 3 years (in lieu of first annual award) |
| RSU/DSU election mechanics | Directors may elect up to 100% of retainers as RSUs/DSUs; shares determined by retainers divided by 10‑day average price; RSUs vest quarterly and settle on vest; DSUs vest quarterly and settle after separation |
| Kuntz 2024 RSU election and holdings | $40,000 of retainers taken as 14,285 RSUs; outstanding RSUs counted for beneficial ownership: 3,572 RSUs within 60 days of 3/18/2025 |
No performance‑based metrics (e.g., TSR, EBITDA) are disclosed for director pay; director equity is time‑vested options and elective RSUs/DSUs .
Other Directorships & Interlocks
| Company | Relationship to DMAC | Potential Interlock/Conflict |
|---|---|---|
| ZimVie Inc. | Unrelated public medtech (spine/dental) | No DMAC‑disclosed transactions; Company highlights “No conflicts of interest” |
| Identiv, Inc. | Unrelated public security/IoT | No DMAC‑disclosed transactions; Related‑party policy overseen by Audit Committee |
DiaMedica reported insider stock purchases in 2023 and 2024 private placements involving certain directors/5% holders; Kuntz is not listed among participating insiders .
Expertise & Qualifications
- Clinical development leadership, neurology and stroke domain expertise; >250 publications; specialization in trial design and biostatistics .
- Regulatory and outcomes governance (PCORI Governor; NIH HEAL working group) .
- Academic and hospital leadership roles in cardiovascular medicine and clinical biometrics .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Shares Underlying Options | Shares Underlying RSUs | Shares Underlying DSUs |
|---|---|---|---|---|---|
| Richard Kuntz, M.D., M.Sc. | 58,064 | * (<1%) | 40,207 | 3,572 | 0 |
| Shares outstanding (Record Date 3/18/2025) | 42,855,660 | — | — | — | — |
Notes: SEC “beneficial ownership” includes securities exercisable/settleable within 60 days of 3/18/2025. “*” denotes less than 1% .
Governance Assessment
- Alignment and expertise: Kuntz’s chairmanship of the Scientific & Clinical Research Committee aligns directly with DMAC’s clinical-stage profile, overseeing trial design, CROs, regulatory interactions, and publication strategy—enhancing board oversight of value‑critical programs . Independence and regular executive sessions further support effective oversight .
- Engagement and attendance: Board and committee activity was robust in 2024 (Board 6; committees 3–5 meetings), with each director meeting the ≥75% attendance threshold; all directors attended the 2024 AGM, indicating engagement .
- Pay structure and ownership: Director pay combines modest cash retainers with annual option grants and elective RSUs/DSUs; Kuntz elected RSUs in lieu of cash ($40,000), signaling equity alignment. Anti‑hedging/pledging policy and clawback policy strengthen governance posture .
- Conflicts and related parties: The proxy highlights “No conflicts of interest,” and related‑party transactions in 2023–2024 did not involve Kuntz; the Audit Committee administers a formal related‑party policy, minimizing conflict risk .
- Shareholder sentiment: Say‑on‑pay support was ~96% at the last AGM, suggesting investor confidence in compensation governance broadly (context for board oversight quality) .
RED FLAGS
- None disclosed for Kuntz: no penalties/sanctions, no related‑party transactions, no hedging/pledging permitted; indemnification agreements in place per standard practice .
Notes on Compensation Program Governance
- Independent consultant: Alpine Rewards, LLC engaged by the Compensation Committee; director pay recommendations benchmarked to peers and subject to full Board approval .
- Committee independence: All members of Nominating & Corporate Governance and Scientific & Clinical Research Committees are independent under Nasdaq rules .
- Director compensation program changes (2024): Introduced Scientific & Clinical Research Committee retainers; increased annual equity award to 0.075% and initial director equity award to 0.15% of outstanding shares .
Overall, Kuntz brings deep clinical trial and biostatistics expertise, chairs a scientifically critical committee, maintains independence and equity alignment, and has no disclosed conflicts—factors supportive of board effectiveness and investor confidence in DMAC’s governance .