Robb Knie
About Robb Knie
Robb Knie is President, Chief Executive Officer, and Chairman of Hoth Therapeutics; he has served as CEO and as a director since May 2017 and was age 56 as of the record date for the 2025 annual meeting . During his tenure, the company disclosed no commercial revenue in 2024 and 2023 and reported net losses of $8.19 million (2024) and $8.11 million (2023), underscoring clinical-stage risk and funding dependencies . Pay-versus-performance disclosures show the value of an initial $100 investment (a TSR proxy) fell from $13.16 (2022) to $2.43 (2023) and $1.26 (2024), highlighting shareholder return pressure over the last three years . The company restated prior financials in 2025 due to errors in recording prepaid R&D and expense timing, a governance risk relevant to oversight of finance and controls under Knie’s leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FoxWayne Enterprises Acquisition Corp. (SPAC) | CEO, CFO, Chairman | Oct 2020 – Jan 2023 | Public-company leadership and SPAC execution experience |
| Lifeline Industries Inc. | President | Since 1995 | Long-tenured operating leadership |
| PAW Partners | Semiconductor Analyst | 2002 – 2010 | >20 years equity markets experience overall |
| American Express Financial Advisors | Northeast Regional Manager | 1993 – 1995 | Early career financial services leadership |
External Roles
| Organization/Body | Capacity | Years | Notes |
|---|---|---|---|
| Various Nasdaq-listed companies | Board member | Not disclosed | Company notes prior service on public company boards |
| American Chemical Society | Member | Not disclosed | Professional society membership |
| IEEE | Member | Not disclosed | Professional society membership |
| National Alliance for Youth Sports | Member | Not disclosed | Membership |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | All Other Compensation Detail |
|---|---|---|---|
| 2023 | 450,000 | 115,222 | Employer 401(k) contribution $19,800; executive/supplemental medical premiums $95,422 |
| 2024 | 450,000 | 127,107 | Employer 401(k) contribution $20,475; executive/supplemental medical premiums $106,632 |
Performance Compensation
| Year | Bonus ($) | Stock/Option Awards (Grant-Date Fair Value, $) | Performance Metrics | Payout Basis | Vesting |
|---|---|---|---|---|---|
| 2023 | 200,000 | 81,120 (options) | Company and individual targets established by Compensation Committee; specific metrics not disclosed | Discretionary bonus; options per plan | Options fully vested upon grant |
| 2024 | 200,000 | 449,685 (options) | Company and individual targets established by Compensation Committee; specific metrics not disclosed | Discretionary bonus; options per plan | Options fully vested upon grant |
Pay-versus-performance context (company-reported): CAP equals SCT totals for the CEO in 2022–2024; TSR value of initial $100 investment = $13.16 (2022), $2.43 (2023), $1.26 (2024); Net Loss = $(11.37)mm (2022), $(8.11)mm (2023), $(7.79)mm (2024 as shown in PVP table) .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notes on Composition | Pledging/Hedging |
|---|---|---|---|---|
| Robb Knie | 790,331 | 5.67% (of 13,208,915 shares) | Includes options to purchase up to 732,200 shares; no RSUs or other equity awards outstanding at 12/31/2024 | Insider Trading Policy prohibits hedging/shorting; pledging prohibited unless pre-cleared; none pledged as of 12/31/2024 |
Outstanding option detail (as of 12/31/2024):
| Quantity (Exercisable) | Exercise Price ($) | Expiration | Vesting Note |
|---|---|---|---|
| 10,000 | 131.50 | 12/24/2029 | Options vested in full immediately upon grant |
| 3,201 | 76.25 | 7/21/2030 | Options vested in full immediately upon grant |
| 9,000 | 52.75 | 1/29/2031 | Options vested in full immediately upon grant |
| 20,000 | 14.75 | 3/16/2032 | Options vested in full immediately upon grant |
| 40,000 | 2.59 | 7/17/2033 | Options vested in full immediately upon grant |
| 225,000 | 1.36 | 1/5/2034 | Options vested in full immediately upon grant |
| 325,000 | 0.7548 | 8/19/2034 | Options vested in full immediately upon grant |
Equity plan and clawback:
- 2022 Omnibus Plan in place; clawback provides for recoupment of excess cash/equity incentive compensation from executive officers for the three completed fiscal years preceding a required financial restatement, irrespective of fault, calculated on a pre-tax basis .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date and Term | Employment Agreement dated March 28, 2023; three-year term with automatic one-year renewals unless either party gives notice at least six months before expiry |
| Role and Pay | CEO; base salary $450,000/year; eligible for annual bonus up to $350,000 at Compensation Committee discretion based on Company and individual targets; eligible for additional equity awards |
| Severance (Non-CIC) | If terminated without Cause, for Company non-renewal, voluntary resignation, or resignation for Good Reason: cash equal to 24 months of base salary at then-current rate plus annual bonus in effect on last day; continuation of health benefits for 24 months; payment of any earned but unpaid prior-year bonus; pro-rata current-year bonus accrued to termination; outstanding unvested equity accelerates and vests, subject to restrictive covenant compliance |
| Severance (Within 12 months following CIC) | Same triggers as above, but severance/health benefits extend to 36 months if termination occurs within 12 months of a Change in Control |
| Restrictive Covenants | Standard non-competition and non-solicitation provisions |
| Benefits/Perquisites | Standard expense reimbursement, vacation, executive/supplemental health benefits; 401(k) employer contributions |
Board Governance (Board service, committees, independence, dual-role implications)
- Board service: Knie is Chairman and CEO; has served as director since May 2017 . The company combines Chairman and CEO roles and does not maintain a Lead Independent Director; the Board cites company size and a majority-independent board (4 of 5 directors) as the rationale .
- Committee roles: Standing committees (Audit; Compensation; Nominating & Corporate Governance) are fully composed of independent directors; Knie is not listed as a member of these committees .
- Meeting cadence: In 2024 the Board met twice; the Audit Committee met four times; the Compensation and Nominating & Corporate Governance Committees did not meet; no director attended fewer than 75% of aggregate meetings .
- Director compensation context: Non-employee directors receive $50,000 cash annually; committee chairs receive a one-time $6,000 cash upon appointment; 2024 option grants to non-employee directors vested immediately .
Performance Context
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial $100 Investment (TSR proxy) | 13.16 | 2.43 | 1.26 |
| Net Revenues ($) | — | — | — |
| Net Loss ($) | (11,371,953) | (7,845,390) | (7,786,842) |
Notes: Company reported zero net revenues in 2024 and 2023 in the 10‑K; 2024 and 2023 net losses in audited financial statements were $(8,188,300) and $(8,106,122), respectively, reflecting the restated financials; the PVP table presents “Net Loss” figures used for that disclosure .
Compensation Structure Analysis
- Cash vs. equity mix shifted materially toward equity in 2024: option grant-date fair value rose to $449,685 in 2024 from $81,120 in 2023, while salary ($450,000) and bonus ($200,000) remained flat; perquisites increased modestly .
- Annual bonus is discretionary and not tied to disclosed quantitative metrics; eligibility “up to $350,000” is set at the Compensation Committee’s discretion based on company and individual targets (undisclosed) .
- Options vest immediately upon grant and represent the primary equity vehicle for the CEO in 2023–2024; no RSUs/PSUs outstanding for the CEO at 12/31/2024 .
- Clawback policy aligned with SEC rules enables recoupment of cash and equity incentives post‑restatement for the prior three years, irrespective of fault .
Investment Implications
- Alignment and retention: Immediate-vesting options with long-dated expirations create monetizable equity without time-based retention hooks; combined with a discretionary cash bonus, this design offers less multi-year, performance-conditioned retention than PSUs/RSUs would .
- Change-in-control economics: A termination within 12 months post‑CIC increases severance to 3x salary plus health benefits for 36 months and accelerates unvested equity upon termination—meaningfully protective for the CEO and potentially dilutive in a sale scenario .
- Governance risk checks: Combined CEO/Chair with no Lead Independent Director, and committees comprised solely of independents; notably, the Compensation Committee did not meet in 2024, which may raise questions about incentive oversight in a year with higher option value and paid cash bonus .
- Controls and execution: The 2025 restatement of prior financials (prepaid R&D and expense timing) introduces control and perception risk; Hoth also reported no revenue and continued losses, while TSR declined over 2022–2024, reinforcing the importance of milestone-driven progress for value creation under current leadership .
- Trading signals: No pledging and anti‑hedging policy reduce forced‑sale risk; however, the CEO controls a large number of fully vested, long-dated options at low exercise prices, which can become a source of supply if exercised and sold into strength around catalysts .
Board service summary: Knie’s dual role (Chairman/CEO) concentrates authority; Board asserts size and independence balance oversight and declines to appoint a Lead Independent Director; committees are independent-only with specified chairs; overall attendance thresholds were met .