Greg Duncan

About Greg Duncan

Greg Duncan, age 60, serves as Chairman and Chief Executive Officer of Dogwood Therapeutics, Inc. (DWTX); he has been a director since 2018, CEO since April 2020, and Chairman since July 2020 . He holds an MBA from Emory University and a BA in Economics from SUNY Albany; prior roles include senior executive positions at Pfizer, UCB, and CEO of Celtaxsys . Under his leadership, DWTX executed two strategic transactions adding late-stage assets Halneuron (Nav 1.7 inhibitor with FDA fast-track for chemotherapy-induced neuropathic pain) and SP16, expanding the pipeline and necessitating shareholder approvals for preferred stock conversions and a larger equity reserve . The proxy filings do not disclose TSR, revenue growth, or EBITDA growth metrics linked to his performance; annual bonuses are based on pre-established corporate objectives without detailed metric disclosure .

Past Roles

External Roles

Fixed Compensation

Notes:

• As of December 31, 2024, Greg’s annual base salary rate was $555,345 (shows year-end salary level; distinct from paid amount above) .

Performance Compensation

Key equity awards and vesting:

• Feb 26, 2024 option grant: 5,553 options at $8.925, vests 100% on first anniversary; grant-date fair value $39,138 .
• Other grants: 12/12/2022 options with 1/3 cliff at 1 year then monthly vesting; earlier IPO-linked and 2021 grants fully or largely exercisable .

Timing/award discipline:

• Option grants in Feb 2024 coincided with a 10% salary reduction; company states grants were not timed to MNPI; the stock’s closing price declined ~10.06% around disclosure, limiting concerns about opportunistic timing .

Equity Ownership & Alignment

Outstanding option detail (as of Dec 31, 2024:

Alignment and dilution context:

• Preferred conversions could issue 27,434,704 new common shares, materially diluting existing holders; the company explicitly notes potential adverse price impact from sales of such shares into the market .
• As of March 31, 2025, 81,077 options were outstanding with a weighted average exercise price of $98.93 vs a $5.01 share price, implying most options are deeply underwater and unlikely to drive near-term selling pressure; available shares under the then-plan were only 1,423 .
• Equity plan policies prohibit repricing/cash exchange of underwater options without shareholder approval (applies to both the April plan amendment and the later restated plan) .

Insider trading policy and pledging/hedging:

• Covered persons are prohibited from short sales, “against the box,” and trading puts/calls or derivatives; pre-clearance is required for certain insiders; no explicit disclosure of share pledging allowances was found .

Employment Terms

• Agreement effective April 5, 2020; initial base salary $500,000; target annual bonus ≥50% of base; expenses, vacation, health benefits .
• Severance: 12 months base salary plus prorated bonus if terminated without Cause or for Good Reason; post-termination restrictive covenants apply for a corresponding period .
• Change-of-control (CoC): If terminated without Cause or for Good Reason within six months prior to or two years after a CoC, cash payment equals 1.5× current base salary plus 1.5× target-year bonus (in lieu of standard severance) .
• Equity: At IPO closing, granted options equal to 5% of outstanding shares post-offering; immediately vested; expire Dec 21, 2030 .

Board Governance

• Roles: Chairman of the Board and CEO (dual role); Board states combining roles enhances information flow and decision-making and may introduce a Lead Independent Director in future .
• Independence: Independent directors include John Thomas, David Keefer, Abel De La Rosa, and Richard Whitley; Audit, Compensation, and Nominating Committees are fully independent .
• Committees: Audit (Thomas—Chair), Compensation (Keefer—Chair), Nominating (Whitley—Chair) .
• Attendance: In 2024, Board held nine meetings; all directors attended at least 75% of Board and committee meetings; executive sessions occur periodically, at least annually .
• Director compensation: Employee directors and CK Life Sciences-affiliated directors do not receive Board fees; non-employee directors receive cash retainers and occasional option grants; Greg Duncan, as CEO, does not receive additional Board fees .

Compensation Structure Analysis

• Mix and changes: 2024 total comp $881,220 comprised of base salary ($522,950), annual bonus ($277,673), and options ($39,138), with modest perquisites; 2023 comp had no bonus and no option awards, indicating increased variable pay in 2024 tied to corporate objectives .
• Shift to options: The February 2024 option grant accompanied a 10% salary reduction, signaling emphasis on equity alignment amidst cost discipline; vesting was one-year cliff for that grant .
• Plan expansion: Share reserve increased from 82,500 to 191,112 in April 2025, and later to 2,972,787 in October 2025 to support recruitment/retention; both plans restrain repricing practices .
• Performance metrics: Bonuses are contingent on pre-set corporate objectives, but specific financial or ESG metrics, weights, and thresholds were not disclosed; no TSR-linked or EPS/EBITDA targets are detailed in filings .

Risk Indicators and Red Flags

• Control/dilution dynamics: Support agreements commit directors and key shareholders to vote in favor of preferred conversions and plan approvals, while conversions could lead to majority ownership by affiliates of CK Life Sciences; Sealbond/Conjoint expected to hold ~73.4% and ~9.6% post-conversion respectively .
• Market overhang: Company warns that sale of newly issued common shares post-conversion could materially and adversely affect market price .
• Governance concentration: CEO also serves as Chairman; the Board cites benefits but currently lacks a Lead Independent Director, which some investors view as a potential independence risk .

Investment Implications

• Pay-for-performance alignment: Cash bonus represents a meaningful share of 2024 compensation, with equity awarded and a salary reduction offset by options; however, lack of disclosed metrics/weights limits transparency, making it harder to assess strict pay-for-performance alignment .
• Selling pressure vs overhang: Deeply underwater legacy options reduce near-term selling pressure, but preferred conversions and enlarged share reserves substantially increase potential market overhang and dilution; company explicitly cautions about adverse price impact from converted-share sales .
• Ownership alignment: Greg’s direct stake is modest (2.0–2.3% pre-conversion) and falls below 1% post-conversion, diluting executive “skin in the game” as total shares expand dramatically; option holdings remain significant in count but mixed in strike vs market .
• Governance considerations: Dual CEO-Chair structure without a designated Lead Independent Director, combined with concentrated ownership by CK Life Sciences affiliates, elevates governance and minority rights scrutiny; committee independence mitigates some risks .