Ryan Confer
GenprexAbout Ryan Confer
Ryan M. Confer, 43, is President, Chief Executive Officer, Chief Financial Officer, and a director of Genprex (GNPX). He became CEO and joined the Board on May 8, 2024, and has served as CFO since September 2016; prior roles include Chief Operating & Financial Officer (Dec 2013–Sept 2016) and Business Manager (June 2011–Dec 2013) . Confer holds a BS in finance and legal studies (Bloomsburg University of Pennsylvania) and an MS in technology commercialization (UT Austin, McCombs) . Under his tenure, GNPX reported negative TSR and continued net losses; the 2025 proxy’s Pay Versus Performance table shows a severe TSR decline for 2024 and sizable net losses over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genprex, Inc. | Business Manager | 2011–2013 | Operational support during early company formation |
| Genprex, Inc. | Chief Operating & Financial Officer | 2013–2016 | Led finance and operations through clinical/manufacturing scale-up |
| Genprex, Inc. | Chief Financial Officer | 2016–Present | Principal financial/accounting officer; financing and capital markets |
| Genprex, Inc. | President & CEO | 2024–Present | Executive leadership and pipeline prioritization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KaiNexus Inc. | VP Customer Experience; VP Strategy | Not disclosed | Continuous improvement software strategy and customer operations |
| UT Austin IC² Institute | Business development consultant | Not disclosed | Commercialization evaluations for nascent technologies |
| Confer Capital, Inc. | Consultant | Not disclosed | Strategic/finance consulting to Genprex since inception |
Fixed Compensation
Multi-year summary compensation (scaled in USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $425,875 | $462,468 |
| Bonus | $0 | $0 |
| Stock Awards (Grant-date fair value) | $418,950 | $31,725 |
| All Other Compensation | $41,858 | $47,374 |
| Total | $886,683 | $541,567 |
Base salary increased to $480,000 effective May 8, 2024 via amendment dated June 24, 2024 .
Performance Compensation
Equity awards and vesting schedules:
| Instrument | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSU | Feb 18, 2023 | 6,125 | 50% on Feb 18, 2024; 50% on Feb 18, 2025 | Annual grants under 2018 Plan |
| RSU | Dec 5, 2024 | 29,375 | 100% vested on June 30, 2025 | Part of 2024 awards |
| Stock Options | Various | 41,328 exercisable within 60 days as of June 30, 2025 | Typical 3-year vesting; multiple strikes/expirations (see Outstanding Equity Awards) | Historical grants; modest remaining unvested tranches |
Outstanding equity at FY2024 year-end (selected Confer lines):
- Unvested RSUs: 29,375; market value $25,028 as of Dec 31, 2024
- Multiple legacy options (e.g., 4,035 @ $38.60 exp. 4/11/2026; 2,173 @ $211.44 exp. 9/30/2026; 8,181 @ $392.00 exp. 5/21/2028; etc.)
Pay-versus-performance and shareholder votes:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | 10.69 | (84.14) | (90.74) |
| Net Loss ($) | (23,740,621) | (30,860,461) | (21,388,282) |
Say-on-pay (June 18, 2024): For 350,633; Against 65,825; Abstain 10,251; Broker non-votes 796,655 . Board set annual say-on-pay frequency .
Equity Ownership & Alignment
Beneficial ownership (June 30, 2025; 33,145,048 shares outstanding):
| Holder | Common Shares Owned | Options Exercisable (≤60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Ryan M. Confer | 32,968 | 41,328 | 74,296 | ~0.22% (74,296 / 33,145,048) |
Hedging, short sales, margin/pledging are prohibited under Genprex’s insider trading policy; all trades require pre-clearance . No executive/director family legal proceedings disclosed in past 10 years .
Insider selling pressure and vesting triggers:
- 29,375 RSUs vested June 30, 2025, increasing freely tradable shares subject to tax withholding and pre-clearance; policy restrictions reduce speculative selling and prohibit hedging/pledging .
- Ownership guidelines are not disclosed; director compensation policy governs outside directors, not executives .
Employment Terms
| Provision | Terms |
|---|---|
| At-will employment | Yes; April 2018 CFO agreement (amended June 24, 2024) |
| Base salary | $480,000 effective May 8, 2024 |
| Bonus eligibility | Company may pay annual bonus (target bonus referenced in severance) |
| Severance (pre–change-of-control) | If terminated without cause or resigns for good reason (with release): 18 months of base salary (amended from 12 months), annual target bonus at full attainment, 12 months COBRA reimbursement, 100% acceleration of unvested equity; cash/net worth conditions ($5M) apply to salary/bonus payments |
| Severance (post–change-of-control) | 18 months of base salary and target bonus for 18 months, 18 months COBRA reimbursement, 100% acceleration; $5M cash/net worth conditions for salary/bonus |
| Non-compete / Non-solicit | Non-solicit and non-compete for 1 year post-termination |
| Definitions | “Cause” and “Good Reason” detailed in agreement |
| Clawback/Recovery | Compensation Committee oversees Compensation Recovery Policy; Amended Equity Plan includes clawback provisions |
Board Governance
- Board service: Director since May 8, 2024 .
- Independence: Not independent (serves as CEO/CFO); other directors are independent .
- Board leadership: Non-executive Chairman (Jose A. Moreno Toscano) since May 8, 2024; no lead independent director; 3 of 4 directors are independent .
- Committees: Audit, Compensation, Nominating & Corporate Governance composed entirely of independent directors; chairs are independent (Ryan Confer is not listed as a member) .
- Attendance: Board met 21 times in 2024; all directors attended ≥75% of Board/committee meetings .
Director compensation applies to non-employee directors; employee directors like Confer are not included in outside director pay .
Compensation Structure Analysis
- Cash vs equity mix shifted markedly: 2024 saw higher salary (post-promotion) and much lower equity grant than 2023 ($31.7k vs $419.0k), reducing at-risk pay in the year of CEO transition .
- Equity program uses time-vested RSUs with short-dated vest (6 months for 2024 grant) and options from prior years; 100% acceleration on qualifying severance increases unearned equity protection .
- Target bonus terms exist but no bonus paid in 2023–2024; performance metrics tied to compensation are not disclosed at the executive level; plan-level performance measures added under the Amended Equity Plan (broad menu of metrics) .
- Clawback policy in place; insider trading policy prohibits hedging/pledging and mandates pre-clearance .
Related Party Transactions and Red Flags
- Company-level royalty arrangements with Introgen Research Institute (IRI) (1% of net sales; trusts of late CEO Varner’s descendants); governance oversight via Audit Committee related party policy .
- Confer disclosed no related-party interests in his appointment 8-K .
- Company risk factors emphasize going concern and Nasdaq listing compliance risks, capital needs, and dependency on third parties—context for compensation/retention .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved (For: 350,633; Against: 65,825; Abstain: 10,251; Broker non-votes: 796,655) .
- Board adopted annual say-on-pay frequency .
- Compensation Committee engaged Aon Radford as independent consultant in 2024; peer group benchmarking performed (peer composition not disclosed) .
Investment Implications
- Dual-role concentration risk: Confer serves concurrently as CEO, CFO, and director, which raises oversight concerns even with a non-executive Chair and independent committees .
- Severance richening: Amendment increased pre–change-of-control cash severance to 18 months plus target bonus and 100% equity acceleration, elevating pay-protection regardless of transaction outcome—reduces downside for the executive in adverse scenarios .
- Alignment: Beneficial ownership is ~0.22% of outstanding shares; a significant RSU block vested on June 30, 2025, potentially increasing trading supply though strict insider trading controls apply .
- Performance backdrop: Negative TSR and ongoing losses suggest limited pay-for-performance linkage in recent years; no disclosed bonus payouts despite large 2023 equity grant to executives .
- Governance mitigants: Independent Board committees, formal clawback, prohibition on hedging/pledging, and annual say-on-pay provide structural investor protections .