Marc Hertz
About Marc Hertz
W. Marc Hertz, Ph.D., is 55 and has served as GRI’s President, Chief Executive Officer, and a director since April 2023; he co-founded GRI Operations, Inc. in 2009 and served as its CEO and chairperson since inception . He holds a biology undergraduate degree from Bowdoin College and a Ph.D. in immunology and microbiology from the University of Colorado Medical School, with extensive biotech leadership since 1998 . Executive bonuses are based on pre-established performance objectives; the board awarded him a $158,373 performance bonus for FY2024, and his target bonus is 55% of base salary as of 2024, reflecting pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GRI Operations, Inc. (formerly GRI Bio, Inc.) | Co-founder; Chief Executive Officer; Chairperson | Since 2009 | Led the company since inception, providing foundational biotech leadership that qualified him for GRI board service |
| GRI Bio, Inc. (public company) | President & Chief Executive Officer; Director | Since April 2023 | Led combined company post-merger; company outlined plans for clinical programs and strategic milestones following close |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GemVax AS | Director | 2005–2009 | Biotech board experience |
| Evozym Biologics Inc. | Director | 2014–2018 | Biotech board experience |
| Multimeric Biotherapeutics (private) | Director | Since 2008 | Ongoing board role in R&D biotech |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 404,447 | 50% (effective at closing) | 381,250 | 67 | 785,764 |
| 2024 | 458,708 | 55% | 158,373 | 143 | 617,224 |
| 2024 Base Salary Movement | Amount ($) | Effective Date |
|---|---|---|
| January 1–July 31, 2024 | 375,000 | As stated |
| From August 1, 2024 | 575,900 | August 1, 2024 |
| One-time Bonuses | Amount ($) | Timing |
|---|---|---|
| Closing bonus (Dr. Hertz) | 250,000 | Paid upon closing (April 2023) |
Performance Compensation
| Year | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 | Pre-established performance objectives | 55% of base salary | Not disclosed | 158,373 | Cash (N/A) |
| 2023 | Pre-established performance objectives | 50% of base salary | Not disclosed | 381,250 | Cash (N/A) |
| Equity Awards (Granted) | Grant Date | Instrument | Number of Options | Vesting | Exercise Price / Term |
|---|---|---|---|---|---|
| CEO grant | January 2025 | Stock options | 7,631 | Vested at grant | ≥ Fair Market Value at grant; term up to 10 years per plan |
| Equity Awards (Expected post-Annual Meeting 2025) | Scheduled Timing | Instrument | Total Options | Immediate Vesting (#) | Time-Vested (#) | Vesting Schedule |
|---|---|---|---|---|---|---|
| CEO expected award | Immediately following Annual Meeting | Stock options | 26,688 | 17,828 | 8,860 | Quarterly over 3 years from grant |
Notes:
- No option awards were granted to named executive officers in 2024; January 2025 awards vested immediately at grant .
- Awards must be priced at or above fair market value and may not exceed 10-year terms per the A&R 2018 Plan .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common shares owned directly | 249 | As of June 30, 2025 |
| Options exercisable within 60 days | 7,631 | CEO January 2025 grant is exercisable |
| Total beneficial ownership (shares) | 7,880 | Includes common + options exercisable |
| % of shares outstanding | <1% | 2,496,800 shares outstanding as of June 30, 2025 |
| Directors and officers total ownership | 0.86% collectively | As of June 30, 2025 |
- Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging company securities; this mitigates alignment risks from collateralized shares .
- All Section 16(a) reporting requirements were met in 2024 per company review, suggesting timely insider reporting .
Employment Terms
| Scenario | Cash Severance | Bonus Severance | COBRA | Equity Vesting | Notes |
|---|---|---|---|---|---|
| Termination without cause or for good reason (not in connection with a change in control) | Continued base salary for 12 months | Pro-rated bonus for year of termination (based on full-year actuals if employed ≥6 months) | Subsidized COBRA for 12 months | Not specified to accelerate in non-CoC case | As per employment agreement |
| Termination without cause or for good reason within one-year following a change in control | Lump sum equal to 18 months base salary | Lump sum equal to 150% of target bonus (no proration) | Subsidized COBRA for 18 months | Accelerated vesting of all outstanding stock-based awards at “target” for performance awards; stock options remain outstanding for full term | Double-trigger structure (CoC + qualifying termination) |
Restrictive covenants:
- Executive agreements include non-disclosure, mutual non-disparagement, and assignment of inventions; non-compete/non-solicitation are noted for Ms. Kelly, not for Dr. Hertz .
Board Governance
- Board separates the roles of Chairman and CEO; Dr. Hertz is CEO and director, while David Szekeres serves as non-executive Chairman; the board believes this structure ensures linkage between management and independent oversight .
- Independence: The board determined all directors except W. Marc Hertz, Ph.D., and David Baker are independent under SEC and Nasdaq rules; committee members meet independence standards .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are established and operate under charters; membership footnotes identify non-employee directors serving on each committee (Audit (1), Compensation (2), Nominating & Corporate Governance (3)) .
- Attendance: In fiscal 2024, the board held 5 meetings and committees held 11; each director attended 100% of meetings of the board and their committees .
- Director compensation: Employees receive no additional compensation for board service; non-employee director program includes cash retainers and equity options, with chair premiums and January 2025 option awards that vested at grant .
Compensation Committee Analysis
- Compensation Committee members: David Szekeres and Camilla V. Simpson, M.Sc. (chair), both independent per SEC and Nasdaq rules; the committee determines CEO pay without the CEO present and administers the A&R 2018 Plan .
- Independent consultant: In 2024, Anderson Pay Advisors, LLC was engaged; the committee assessed Anderson’s independence and found no conflicts of interest .
- Equity plan governance: The A&R 2018 Plan prohibits repricing without stockholder approval and caps director compensation; share reserve includes an annual increase mechanism, subject to board discretion .
Director Compensation (for context on board service)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| David Baker | 40,000 | — | 40,000 |
| Roelof Rongen | 57,500 | — | 57,500 |
| Camilla V. Simpson, M.Sc. | 64,500 | — | 64,500 |
| David Szekeres | 91,000 | — | 91,000 |
Note: Non-employee directors received January 2025 options that vested at grant (1,782 shares each; chair 3,055) . Employees (including the CEO) receive no additional board compensation .
Equity Plan Context
- As of June 30, 2025, the company sought stockholder approval for 421,275 shares reserved under the A&R 2018 Plan with an annual increase feature through 2033; ISO issuances capped at 80,000,000 shares per plan documentation .
- Reasons for amendment emphasized the need to incentivize talent; directors and officers collectively owned 0.86% of outstanding shares as of June 30, 2025 .
Investment Implications
- Alignment and ownership: Hertz’s beneficial ownership is 7,880 shares (<1% of outstanding), including 7,631 options exercisable within 60 days; low insider ownership (0.86% collectively) may temper alignment but is offset by the long-term equity incentive framework .
- Near-term option liquidity: January 2025 CEO options vested at grant, and expected 2025 awards include immediate vesting tranches; this increases potential near-term exercisability, though hedging and pledging are prohibited, and options must be priced at or above fair market value .
- Retention risk: Change-in-control protections are robust (18 months salary + 150% target bonus + full equity acceleration at target), suggesting balanced retention but potentially higher sale-of-control costs; non-CoC severance is moderate (12 months salary + pro-rated bonus) .
- Pay-for-performance: Annual bonuses are tied to pre-set objectives with a 55% target bonus in 2024; the 2024 bonus was materially lower than 2023, indicating sensitivity to performance outcomes .
- Governance quality: Separation of chair and CEO, independent committees, 100% meeting attendance, and prohibition of award repricing without stockholder approval support governance strength; director compensation is market-based and overseen by an independent consultant .