David Sarnoff
About David Sarnoff
Independent director at Hoth Therapeutics since August 2018; age 57 as of the 2025 proxy record date. Legal and talent advisory background: J.D., Rutgers University School of Law; B.A., Hofstra University; admitted to NY and NJ (retired status) bars. Current roles include founder of Sarnoff Group LLC and Director of Strategic Partnerships/Executive Leadership Coach at Loeb Leadership; adjunct faculty at iCoach Global (Baruch College’s Zicklin School program). The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachtel Missry LLP (formerly Gold & Wachtel LLP) | Litigation Associate Attorney | Aug 1994 – Jul 1998 | Litigation experience; legal training |
| Schneider Legal Search, Inc. | Legal Recruiter | Jul 1998 – Oct 2003 | Talent acquisition and legal market expertise |
| Morandi, Taub & Sarnoff LLC | Co‑Founder & Principal | Oct 2003 – May 2015 | Executive search, business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sarnoff Group, LLC | Founder & Principal | Since May 2015 | Executive advisory and search |
| Loeb Leadership | Director of Strategic Partnerships & Executive Leadership Coach | Since Jan 2019 | Leadership coaching; partnerships |
| iCoach Global (affiliated with Baruch College Zicklin) | Adjunct Faculty | Since Dec 2021 | Professional coaching program |
| NJ Association of School Resource Officers | Advisory Committee Member | Since Jul 2018 | Community/public safety advisory |
| NYC Bar Association | Diversity, Equity & Inclusion Committee member (appointed Sep 2020), Co‑Chair (appointed Sep 2022) | Since Sep 2020 | DEI leadership |
| Fort Lee Board of Education | Board President; Board Member | President: Jan 2015 – Jan 2018; Member: Jan 2013 – Jan 2019 | Governance experience |
Board Governance
- Independence: The Board determined Sarnoff is independent under Nasdaq Listing Rule 5605(a)(2).
- Board structure: CEO is also Chair; no Lead Independent Director (Board views it unnecessary given size and majority independence).
- Attendance and engagement:
- FY2024: Board met 2 times; Audit Committee met 4 times; Compensation and Nominating committees held no meetings. No director attended fewer than 75% of aggregate meetings; all then-current directors attended the 2024 annual meeting.
- FY2023: Board met 2 times; Audit/Comp/Nominating met 4/0/0; no director under 75% attendance.
- Committee assignments (Sarnoff):
- Audit Committee member (chair: Wayne Linsley). FY2024 members: Linsley, Sarnoff, Springer; FY2025: Linsley, Sarnoff, Camarra.
- Nominating & Corporate Governance Committee member (chair: Wayne Linsley in 2025). FY2024 members: Linsley (chair), Springer, Sarnoff; FY2025: Linsley (chair), Sarnoff, Camarra.
| Committee | FY2024 | FY2025 |
|---|---|---|
| Audit | Member (with Linsley, Springer) | Member (with Linsley, Camarra) |
| Compensation | Not a member | Not a member |
| Nominating & Corporate Governance | Member (with Linsley, Springer) | Member (with Linsley, Camarra) |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer ($) | $50,000 | $50,000 |
| Committee chair fee ($) | Not applicable to Sarnoff (policy: $6,000 one‑time per chair) | Not applicable to Sarnoff (policy: $6,000 one‑time per chair) |
- Policy: Non‑employee directors receive $50,000 cash per year and reimbursement of out‑of‑pocket Board meeting expenses; committee chairs receive a one‑time $6,000 cash payment upon appointment.
Performance Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Option awards – grant date fair value ($) | $15,210 | $43,355 |
| Stock awards ($) | $0 | $0 |
| Non‑equity plan comp ($) | $0 | $0 |
- Options vest immediately upon grant (time‑based, not performance‑conditioned).
| Grant Date | Shares (Options) | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Jul 17, 2023 | 7,500 | $2.59 | Vested in full upon grant | 10‑year term (grant documentation states ten‑year options) |
| Jan 5, 2024 | 25,000 | $1.36 | Vested in full upon grant | 10‑year term |
| Aug 19, 2024 | 25,000 | $0.7548 | Vested in full upon grant | 10‑year term |
No director performance metrics (e.g., revenue/EBITDA/TSR goals) are disclosed for director compensation; awards are time‑based options that vest immediately, aligning compensation with share price exposure rather than operational targets.
Other Directorships & Interlocks
- Public company boards: None disclosed for Sarnoff beyond Hoth Therapeutics.
- Notable committee roles elsewhere: Co‑Chair, NYC Bar Association DEI Committee (non‑profit/association board committee).
Expertise & Qualifications
- Legal training and practice (litigation), executive search leadership, and executive coaching credentials; education includes J.D. (Rutgers) and B.A. (Hofstra). The Board cites his legal, executive leadership, and business development experience as qualifications for directorship.
Equity Ownership
| Metric | As of FY2024 Record Date (Jun 14, 2024) | As of FY2025 Record Date (Jun 13, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 38,420 | 63,420 |
| Ownership % of outstanding | <1% | <1% |
| Options included in beneficial ownership | 37,420 | 62,420 |
| Shares pledged as collateral | None for directors/executives as of Dec 31, 2024 (company‑wide) | None (policy prohibits pledging unless pre‑cleared) |
- Insider trading policy prohibits short sales, hedging/monetization transactions, and pledging without pre‑clearance; as of Dec 31, 2024, no directors/executives had pledged shares.
Governance Assessment
-
Positives
- Independence and multi‑year service combine legal, executive search, and coaching perspectives useful for Audit and Nominating oversight.
- Active Audit Committee presence (4 meetings in 2024) supports financial reporting oversight; Audit Committee also reviews related‑party transactions.
- Strong anti‑hedging/anti‑pledging policy enhances alignment; Sarnoff’s compensation mix includes equity options, increasing exposure to share price outcomes.
-
Concerns / RED FLAGS
- Board leadership: Combined CEO/Chair and explicitly no Lead Independent Director may reduce independent counterbalance and investor confidence in oversight.
- Committee activity: Compensation and Nominating committees did not meet in FY2024, suggesting limited formal oversight cadence on pay and governance.
- Director equity awards fully vest on grant (no performance conditions), which can weaken pay‑for‑performance linkage for directors versus long‑term, service‑based equity with vesting schedules.
- Ongoing increases to the 2022 Omnibus Equity Plan share reserve (2024 and proposed 2025 amendments) raise dilution sensitivity; requires close monitoring of grant discipline.
-
Related‑party/Conflicts
- Company disclosed capital transactions with Armistice Capital in 2022–2024; no related‑party transactions identified involving Sarnoff. Audit Committee oversees related‑party approvals per formal policy.
-
Shareholder advisory items
- 2025 proxy seeks “Say‑on‑Pay” and recommends a triennial “Say‑on‑Frequency,” indicating less frequent advisory votes than annual, which some investors may view as reducing feedback cadence.
Overall, Sarnoff’s independence, audit/nominating committee membership, and legal/leadership background are governance positives; however, combined CEO/Chair structure, limited committee meeting frequency (FY2024), and immediate‑vesting equity grants to directors are cautionary signals for board effectiveness and pay governance.