Hilary Kramer
About Hilary Kramer
Hilary Kramer (age 60) was appointed as a non‑employee director of GT Biopharma on May 7, 2025; she is independent under Nasdaq rules and serves as Chair of the Nominating & Corporate Governance Committee, with memberships on the Audit and Compensation Committees . Kramer is CEO/President/CIO of Greentech Research LLC (since 2006) and previously worked as an analyst and investment banker at Morgan Stanley and Lehman Brothers; she holds an MBA from Wharton and a BA with honors from Wellesley College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greentech Research LLC | CEO, President & CIO | Since 2006 | Global fund specializing in alternative energies/clean tech |
| Morgan Stanley | Analyst/Investment banker | Not disclosed | Capital markets experience |
| Lehman Brothers | Analyst/Investment banker | Not disclosed | Capital markets experience |
| Ibero‑American Media Partners II Ltd. | Co‑Head & Director | Not disclosed | $1.0B PE fund jointly owned by Hicks, Muse, Tate & Furst |
| INX Digital Company | Director | Not disclosed | Board service |
| RSL Communications, Inc. | Director | Not disclosed | Board service |
| El Sitio Inc. | Director | Not disclosed | Board service |
| Deltathree Inc. | Director | Not disclosed | Board service |
| DirectTV Latin America | Director | Not disclosed | Board service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Greentech Research LLC | CEO/President/CIO | Current | Alternative energy/clean tech focus |
| Publications & Media | Author & Radio host | Current | Books, newsletter (GameChangers), Salem Network radio |
| WSJ Women in Business | Founding member | Past | Network leadership |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Board determined Kramer is independent per Nasdaq; Audit Committee comprised entirely of independent directors .
- Board/committee activity baseline: In FY2024, Board met 6 times; Audit met 4, Compensation 1, Nominating 0; each then‑serving director attended ≥75% of meetings (Kramer joined in 2025, so her attendance for 2024 is not applicable) .
- Board diversity: GTBP has one female director among four total, aligning with a stated diversity policy (Kramer is the sole female director) .
- Risk oversight and leadership: Combined Chair/CEO role; committees oversee compensation risk, financial reporting, and independence/conflicts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 (FY2024 program) | Applies to non‑employee directors; Kramer appointed in 2025; individual 2025 amounts not yet disclosed |
| Committee membership fees | $5,000 per committee per year (FY2024 program) | Audit/Compensation/Nominating; Kramer serves on all three |
| Special Committee fees | $8,000 per month (Jan–Feb 2024) | Special Committee disbanded Mar 26, 2024 |
Pearl Meyer engaged Jan 2024 as independent compensation consultant for board program design; Compensation Committee assessed independence and found no conflicts .
Performance Compensation
| Equity type | Grant size/terms | Vesting | Notes |
|---|---|---|---|
| Non‑employee director stock options (FY2023 practice) | 16,666 options per director | 1/12 monthly vesting from grant date; subject to acceleration | Program precedent; Kramer’s specific 2025 equity grants not disclosed |
| Equity plan capacity | 2022 Plan increased to 750,000 authorized shares via Amendment No. 1 (pending shareholder approval July 24, 2025) | N/A | Overhang projected at 23.8% of shares outstanding; options outstanding 124,600 at 5/30/2025 |
| Exercise price examples | $10.50, $25.50, $74.40 (various director options) | N/A | Weighted average exercise price for options under 2022 Plan was $32.69 at 12/31/2024 |
Performance metrics tied to director compensation: None disclosed; director equity awards are time‑vested without explicit performance metrics .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| INX Digital Company | Director (past) | No GTBP related‑party link disclosed |
| RSL Communications, Inc. | Director (past) | No GTBP related‑party link disclosed |
| El Sitio Inc. | Director (past) | No GTBP related‑party link disclosed |
| Deltathree Inc. | Director (past) | No GTBP related‑party link disclosed |
| DirectTV Latin America | Director (past) | No GTBP related‑party link disclosed |
No current public company boards for Kramer were disclosed beyond GTBP .
Expertise & Qualifications
- Capital markets and PE: Prior analyst/banker at Morgan Stanley/Lehman; co‑head of a $1.0B PE fund (Ibero‑American Media Partners II) .
- Energy/technology investing: Leads Greentech Research LLC; deep exposure to alternative energy and clean technology .
- Communication/insights: Author of multiple investment books/newsletters; syndicated radio show; founding member, WSJ Women in Business .
- Education: MBA (Wharton), BA with honors (Wellesley) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Hilary Kramer | — | — (not reported) | No shares or options reported as beneficially owned within 60 days of 6/10/2025 |
| Hedging/Pledging | None | N/A | Company policy prohibits short sales/derivatives; no hedging/pledging history for non‑employee directors as of proxy date |
Vested/unvested breakdown, options in‑the‑money, or pledges for Kramer: Not disclosed in the beneficial ownership table .
Governance Assessment
- Board effectiveness signal: Kramer chairs Nominating & Corporate Governance, giving her direct influence on board composition, governance policies, and independence oversight—a positive for governance rigor if the committee is active post‑2025 (note: Nominating held zero meetings in FY2024 prior to Kramer’s appointment) .
- Independence and financial oversight: Independent status and Audit Committee service reinforce investor confidence in reporting integrity; Audit Committee chaired by an experienced financial expert (Casamento) .
- Ownership alignment: No reported beneficial ownership for Kramer as of 6/10/2025, indicating limited “skin‑in‑the‑game” currently; consider monitoring for equity grants or purchases to improve alignment .
- Compensation structure: Cash retainer + committee fees and time‑vested options are standard; the absence of performance‑tied metrics for directors is typical but offers limited pay‑for‑performance linkage .
- Related‑party/Conflict check: No related‑party transactions or pledging/hedging involving Kramer disclosed; major related‑party exposure is to Cytovance (supplier/shareholder), unrelated to Kramer .
- Dilution risk and board support: Officers and directors entered a Voting Agreement to vote in favor of a financing‑related issuance beyond Nasdaq 19.99% thresholds; if approved, investors could hold up to 67% voting power, implying substantial dilution/change‑of‑control risk—monitor governance safeguards and independent board oversight of financing terms (Kramer likely party as a director, though she held no reported shares) .
RED FLAGS: Potential shareholder dilution/change‑of‑control from Proposal No. 4; combined Chair/CEO role concentrates power; limited director equity ownership for Kramer reduces alignment until grants/purchases occur .