Michael Gendreau
About Michael Gendreau
R. Michael Gendreau, M.D., Ph.D., age 69, is Chief Medical Officer of Dogwood Therapeutics (DWTX) since January 2021, after serving as Acting CMO from 2012 via his firm, Gendreau Consulting, LLC; he holds a B.S. in Chemistry (Ohio University) and an M.D./Ph.D. in Medicine and Pharmacology (The Ohio State University College of Medicine) . His background includes senior R&D leadership posts at Cypress Bioscience and MicroProbe Corporation, with over a decade of clinical and drug development oversight prior to founding his consultancy in 2011 . As of October 15, 2025, he beneficially owned 9,993 shares (all issuable upon option exercise within 60 days), representing less than 1% of outstanding shares; as of April 15, 2025, he beneficially owned 9,415 shares on the same basis, also less than 1% . The proxy does not disclose TSR or financial performance metrics tied to his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dogwood Therapeutics (Virios/Dogwood) | Acting Chief Medical Officer | 2012–2020 | Led clinical and development oversight via Gendreau Consulting, ensuring continuity of medical leadership pre-IPO and through pipeline transitions . |
| Cypress Bioscience, Inc. | VP of R&D; Chief Medical Officer | 1995–2011 | Directed R&D and clinical development programs over 16 years, building therapeutic development capabilities . |
| MicroProbe Corporation | VP of R&D; Chief Medical Officer | Pre-1995 | Oversaw diagnostic product development in DNA/RNA probe-based technologies prior to joining Cypress . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gendreau Consulting, LLC | Managing Member (Founder) | 2011–present | Biotech consulting focused on clinical design/execution; vehicle for Acting CMO services to Dogwood prior to 2021 . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Salary paid ($) | 335,563 | 331,788 |
| Base salary in force at 12/31 ($) | — | 352,341 |
| All Other Compensation ($) | 29,379 | 31,678 |
Notes:
- All Other Compensation reflects company-paid insurance benefits .
- As of his employment agreement (Sept 10, 2020), initial base salary was $325,000, subject to annual review .
Performance Compensation
Annual Cash Bonus
| Component | Target | Actual (2024) | Metric Notes |
|---|---|---|---|
| Annual cash incentive | ≥35% of base salary target | $123,319 | Bonuses tied to pre-established corporate targets; specific metric weightings not disclosed . |
Equity Awards (Stock Options)
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| 1/1/2021 | Stock Options (employment grant; 0.5% of outstanding at grant) | 1,669 exercisable as of 12/31/24 | $187.75 | 33.33% at 1-year; remaining 66.67% monthly over 24 months; full acceleration on Change of Control per agreement | 1/1/2031 | — |
| 6/23/2022 | Stock Options | 1,333 exercisable; 267 unexercisable as of 12/31/24 | $105.75 | 33.33% at 1-year; balance monthly over 24 months | 6/23/2032 | — |
| 12/12/2022 | Stock Options | 2,133 exercisable; 1,067 unexercisable as of 12/31/24 | $6.9725 | 33.33% at 1-year; balance monthly over 24 months | 12/12/2032 | — |
| 2/26/2024 | Stock Options (grant tied to 10% salary reduction) | 3,523 unexercisable as of 12/31/24 | $8.925 | 100% on first anniversary (2/26/2025) | 2/26/2034 | $24,831 |
Notes:
- Option awards on 2/26/2024 were made contemporaneously with a 10% temporary salary reduction for executives and were not backdated relative to material MNPI; the Board disclosed the timing rationale .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (4/15/2025) | 9,415 shares (options exercisable within 60 days); <1% of outstanding . |
| Beneficial ownership (10/15/2025) | 9,993 shares (options exercisable within 60 days); <1% of outstanding . |
| Vested vs. unvested options (12/31/2024) | Exercisable: 5,135 shares (1,669 at $187.75; 1,333 at $105.75; 2,133 at $6.9725); Unexercisable: 4,857 shares (267 at $105.75; 1,067 at $6.9725; 3,523 at $8.925) . |
| In-the-money assessment (as of 3/31/2025) | With DWTX at $5.01 close on Nasdaq (3/31/2025), all of Dr. Gendreau’s option strikes ($6.9725–$187.75) were out-of-the-money at that time, implying limited near-term exercise/selling pressure from options . |
| Pledging/hedging | Insider Trading Policy prohibits short sales, “against the box” sales, and trading in derivatives (puts/calls) based on Company securities; no specific disclosure of share pledging by Dr. Gendreau in the proxy . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement date / role | Employment agreement dated Sept 10, 2020; Chief Medical Officer; employment commenced Jan 1, 2021 . |
| Base salary | Initial $325,000, subject to annual review; as of Dec 31, 2024, base compensation $352,341 . |
| Target bonus | Eligible for annual cash bonus with target ≥35% of then-current base salary, subject to Board/Comp Committee performance targets . |
| Severance (without cause/good reason) | 3 months of base salary plus prorated bonus; restrictive covenants apply for corresponding period post-termination . |
| Change-of-control (double-trigger) | If terminated 6 months prior to or 2 years after a Change of Control without Cause or for Good Reason: cash payment equal to 1x current annual base salary plus 1x annual bonus for the year of termination; in lieu of standard severance . |
| Equity on CoC | Employment grant options subject to immediate full vesting upon a change in control (per agreement terms) . |
| Option grant on commencement | Options equal to 0.5% of outstanding at Commencement; 33.33% vest at year 1, remainder monthly over 24 months; 10-year term . |
Related Party Transactions
- The Company utilizes Gendreau Consulting, LLC (managed by the CMO) for development and clinical activities; payments totaled $56,141 in 2024 and $103,624 in 2023, with $21,260 payable at 12/31/2024. The Company may also contract, via Gendreau Consulting, with the CMO’s spouse to serve as Medical Director on development programs; the Board/Audit Committee review related-party transactions case-by-case (no formal policy beyond committee oversight) .
Governance and Capital Structure Context (incentive and selling pressure considerations)
- Equity overhang: As of March 31, 2025, 81,077 options outstanding (WAE strike $98.93) with only 1,423 shares available for grant; the Board sought stockholder approval to lift the plan reserve to 191,112 shares (10% pro forma dilution) in June 2025 . A further Second Amended and Restated Plan raising the pool to 2,972,787 shares was proposed for the November 21, 2025 Special Meeting, reflecting post-conversion capitalization needs .
- Capital conversion: Proposals to convert Series A/A‑1/A‑2 preferred into 27,434,704 common shares would lift total common to ~29.7M, with CK Life Sciences affiliates (Sealbond/Conjoint) holding a combined ~83% and Serpin ~7% post-conversion, concentrating control; this may influence compensation design and equity liquidity dynamics .
Investment Implications
- Pay-for-performance alignment: Cash bonus targets (≥35% of base) and option-heavy LTI structure suggest at-risk pay; however, metric weightings and threshold/target/maximums are not disclosed, limiting visibility into true pay-for-performance rigor .
- Near-term selling pressure: As of March 31, 2025, all of Dr. Gendreau’s options were out-of-the-money versus the $5.01 stock price, reducing immediate exercise/sale incentives; a price recovery above ~$6.97 would begin to create in-the-money optionality .
- Retention risk vs. cost: Severance for termination without cause/good reason is modest (3 months + prorated bonus), potentially increasing voluntary turnover risk in a competitive biotech talent market; double-trigger CoC protection (1x salary + 1x bonus) provides moderate change-of-control security without excessive cost .
- Governance risk: Ongoing related-party use of Gendreau Consulting (and potential services from his spouse) presents a recurring conflict-of-interest risk that warrants sustained audit oversight, particularly as development spending scales .
- Dilution and plan capacity: Significant expansion of equity plan capacity post-2025 increases ability to retain key talent through equity, but also raises dilution risk for public holders; post-conversion control by strategic holders may shape future compensation and equity issuance policies .
Supporting Detail: Outstanding Options (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 1/1/2021 | 1,669 | — | $187.75 | 1/1/2031 |
| 6/23/2022 | 1,333 | 267 | $105.75 | 6/23/2032 |
| 12/12/2022 | 2,133 | 1,067 | $6.9725 | 12/12/2032 |
| 2/26/2024 | — | 3,523 | $8.925 | 2/26/2034 |
Total exercisable 5,135; total unexercisable 4,857 .
Performance Compensation – Timing and Fair Value (2024 salary reduction offset)
| Grant Date | Shares | Exercise Price | Grant Date Fair Value | Context |
|---|---|---|---|---|
| 2/26/2024 | 3,523 | $8.925 | $24,831 | Granted alongside 10% salary reduction; options vest 100% on 1-year anniversary . |
Equity Ownership – Beneficial Holdings Snapshot
| Date | Beneficial Ownership | % of Shares Outstanding |
|---|---|---|
| Apr 15, 2025 | 9,415 (options exercisable within 60 days) | <1% |
| Oct 15, 2025 | 9,993 (options exercisable within 60 days) | <1% |
Employment Agreement – Key Economics
| Provision | Detail |
|---|---|
| Severance (no CoC) | 3 months base salary + prorated bonus; restrictive covenants for corresponding period . |
| CoC severance (double-trigger) | 1× base salary + 1× annual bonus (in lieu of standard severance) if terminated 6 months before to 2 years after CoC without Cause or for Good Reason . |
| Equity acceleration | Employment grant options fully vest upon CoC per agreement . |
Additional Policy Highlights
- Insider Trading Policy: Pre-clearance required for insiders; prohibits short sales, “sales against the box,” and trading in puts/calls or other derivatives based on Company securities .
- Director independence and committee oversight (context): Compensation Committee comprises independent directors; reviews and approves executive compensation and administers equity plans .