Chris Camarra
About Chris Camarra
Chris Camarra (age 44 as of the June 13, 2025 record date) joined Hoth Therapeutics’ Board in May 2025 and is classified as an independent director under Nasdaq rules; he serves on the Audit, Compensation, and Nominating & Corporate Governance committees . He is Executive Vice President, Communications at TC BioPharm Limited (Nasdaq: TCBP) since January 2022 and President of CMC Ventures, LLC since 2010; prior roles include Partner at Capital Markets Group, Investor Relations Manager at Atari, and Financial Managing Associate at EY; he holds a BA/BS in communication studies and business administration from West Virginia University . He was re‑elected to the Board at the August 5, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoth Therapeutics, Inc. | Director | May 2025–present | Member: Audit, Compensation, Nominating & Corporate Governance |
| TC BioPharm Limited (Nasdaq: TCBP) | EVP, Communications | Jan 2022–present | Senior communications leadership (external role) |
| CMC Ventures, LLC | President | 2010–present | Strategic communications leadership (private firm) |
| Capital Markets Group, LLC | Partner | Prior (dates not disclosed) | Capital markets advisory (prior role) |
| Atari | Investor Relations Manager | Prior (dates not disclosed) | IR management (prior role) |
| EY | Financial Managing Associate | Prior (dates not disclosed) | Finance/transactions support (prior role) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3DX Industries Inc. | Director | 2021–2024 | Prior public company board service |
| TC BioPharm Limited (Nasdaq: TCBP) | EVP, Communications | Jan 2022–present | Operating executive role, not a directorship |
Board Governance
- Independence: The Board determined Chris Camarra is independent per Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: As of the 2025 record date, he serves on the Audit, Compensation, and Nominating & Corporate Governance Committees (chairs for all three committees are Wayne Linsley) .
- Appointment and transition: Appointed May 8, 2025 to fill vacancies created by director resignation; joined all three committees .
- Board/committee activity baseline: In 2024, the Board held two meetings; Audit Committee held four; the Compensation and Nominating & Corporate Governance Committees held no meetings; no director attended fewer than 75% of aggregate meetings in 2024 (Camarra was not yet on the Board) .
- Election outcome: Re‑elected August 5, 2025; votes: For 1,261,448; Against 111,215; Abstain 83,761; Broker non‑votes 4,056,315 .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Reimbursement of out‑of‑pocket Board meeting expenses |
| Committee chair cash fee | $6,000 one‑time upon appointment | Applies to chairs; Camarra is a member, not chair |
| Ongoing director compensation policy for Camarra | “Consistent with other non‑employee directors” | No incremental arrangements; no related‑party transactions under Item 404(a) |
Reference sample of 2024 non‑employee director compensation (illustrative of structure):
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Jeff Pavell | 50,000 | - | 43,355 | 93,355 |
| David Sarnoff | 50,000 | - | 43,355 | 93,355 |
| Graig Springer | 50,000 | - | 43,355 | 93,355 |
| Wayne Linsley | 50,000 | - | 43,355 | 93,355 |
Performance Compensation
- No director‑specific performance metrics disclosed for non‑employee directors; the policy emphasizes cash retainers and equity (options/RSUs) without stated performance targets for directors .
- Company‑wide clawback policy applies to incentive compensation under the 2022 Omnibus Equity Plan for Section 10D officers in case of financial restatement (recoupment over the prior three completed fiscal years) .
Illustrative option grant mechanics to non‑employee directors in 2024:
| Grant Date | Shares | Term | Exercise Price | Vesting |
|---|---|---|---|---|
| Jan 5, 2024 (per director) | 25,000 | 10 years | $1.36 | Vested in full at grant |
| Aug 19, 2024 (per director) | 25,000 | 10 years | $0.7548 | Vested in full at grant |
Other Directorships & Interlocks
| Company | Type | Connection | Potential Interlock/Conflict |
|---|---|---|---|
| 3DX Industries Inc. | Public company | Camarra served as director (2021–2024) | None disclosed involving Hoth |
| TC BioPharm Limited (Nasdaq: TCBP) | Public company | Operating EVP role since 2022 | No Hoth related‑party transactions reported; Camarra’s appointment states no Item 404(a) transactions |
Expertise & Qualifications
- More than ten years of public markets experience with IR/communications and capital markets roles (Capital Markets Group, Atari IR, EY) .
- Senior communications executive in biotech (EVP Communications at TCBP) .
- Education: BA/BS in communication studies and business administration, West Virginia University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Chris Camarra | 0 | 0.00% (13,208,915 shares outstanding as of record date) | No options/warrants listed for Camarra in the table |
- Hedging/pledging: Company insider trading policy prohibits short sales, hedging/monetization, derivative transactions; pledging requires pre‑clearance; as of December 31, 2024 none of the directors or executive officers had pledged shares .
Governance Assessment
- Independence and committee breadth strengthen oversight: Camarra is independent and sits on all three core oversight committees (Audit, Compensation, Nominating & Governance), indicating broad engagement potential .
- Shareholder support signal: Re‑election received a solid “For” vote (1,261,448) at the 2025 meeting, with overall Board slate approved and plan amendments passed; shareholders selected annual say‑on‑pay frequency (one year) .
- Compensation alignment: Non‑employee director compensation is modest cash plus equity consistent with peers at micro‑cap biopharma; no director performance metrics disclosed; clawback exists for executive incentive pay under the equity plan .
- Conflicts/related parties: Appointment disclosure explicitly notes no Item 404(a) related‑party transactions involving Camarra; 2025 proxy’s related‑party section does not identify Camarra –.
- RED FLAGS to monitor: Dual role as EVP at another Nasdaq‑listed biotech could pose time/attention considerations; however, no conflicts disclosed and independence affirmed; continued monitoring of committee workloads and attendance disclosures in future proxies is prudent .
Appendix: 2025 Annual Meeting Voting Outcomes (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Chris Camarra | 1,261,448 | 111,215 | 83,761 | 4,056,315 |
| Ratify Withum (auditor) | 4,559,052 | 247,728 | 705,959 | n/a |
| 2022 Plan amendment | 912,522 | 538,671 | 5,231 | 4,056,315 |
| Say‑on‑Frequency | 1‑yr: 969,766; 2‑yr: 48,892; 3‑yr: 409,400; Abstain: 28,366 | |||
| Say‑on‑Pay (CEO 2024 comp) | 1,098,368 | 265,965 | 92,091 | 4,056,315 |