Dennis Berman
Inhibikase TherapeuticsAbout Dennis Berman
Dennis Berman (age 74) has served as an independent, non‑employee director of Inhibikase Therapeutics since December 2020. He is President of Molino Ventures (since June 2017) and previously co‑founded Tocagen Inc., serving as EVP, Corporate Development (July 2007–April 2017). He holds a BS from Wharton (Accounting/Economics), a BA from the University of Pennsylvania (Economics), and a JD from Harvard Law School; he has served as an Entrepreneur in Residence at Harvard’s Innovation Lab and guest speaker at Harvard School of Public Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tocagen Inc. (public, gene therapy) | Co‑founder; EVP Corporate Development | Jul 2007 – Apr 2017 | Corporate development leadership at a then‑public company |
| Sonnenschein Nath & Rosenthal (now Dentons); Reavis & McGrath (now Norton Rose Fulbright) | Corporate Law Partner | Earlier career (dates not disclosed) | Corporate governance and finance legal expertise |
| InterVu Inc. (public; acquired by Akamai) | Seed investor/co‑founder/board member | Not disclosed | Exit via acquisition |
| Kintera Inc. (public; acquired by Blackbaud) | Seed investor/co‑founder/board member | Not disclosed | Exit via acquisition |
| Gensia Pharmaceuticals (acquired by Teva) | Seed investor/co‑founder/board member | Not disclosed | Exit via acquisition |
| Viagene Therapeutics (acquired by Chiron/Novartis) | Seed investor/co‑founder/board member | Not disclosed | Exit via acquisition |
| Genovo (private, gene therapy) | Co‑founder | Not disclosed | Company builder in biotech |
| Calabrian (private, water treatment; acquired by SK Capital) | Seed investor | Not disclosed | Exit via acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Molino Ventures | President | Jun 2017 – Present | Board advisory and venture capital firm leadership |
| Harvard Innovation Lab (i‑lab) | Entrepreneur in Residence | Not disclosed | Thought leadership and mentorship |
| Harvard School of Public Health | Guest Speaker | Not disclosed | Speaking engagement |
Board Governance
- Board classification: Class III director; term expires at the 2026 annual meeting .
- Independence: Board determined all non‑employee directors, including Berman, are independent under Nasdaq and Exchange Act Rules 10A‑3/10C‑1 .
- Leadership structure: CEO (Mark Iwicki) separate from Chair (Amit Munshi) .
- Committee assignments and activity:
- Audit Committee: Member; committee chaired by Arvind Kush; audit committee met 4 times in 2024 .
- Compensation Committee: Chair; committee met 2 times in 2024 .
- Attendance: In 2024 the full Board met 16 times; each director attended in person or participated in ≥75% of aggregate board and committee meetings during their service period .
Fixed Compensation
| Component | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (non‑employee director) | $68,500 | FY2024 actual | Berman’s 2024 cash fees |
| Annual Board retainer (non‑employee directors) | $60,000 per year | Effective Jan 1, 2025 | Policy amount payable quarterly in arrears |
| Compensation Committee Chair fee | $18,000 per year | Effective Jan 1, 2025 | Berman serves as Chair |
| Audit Committee Member fee (non‑chair) | $12,000 per year | Effective Jan 1, 2025 | Berman is a member |
Performance Compensation
| Award/Metric | Detail | Date(s) | Valuation/Terms |
|---|---|---|---|
| Option Awards (grant date fair value) | $534,202 | FY2024 | Aggregate grant‑date fair value; includes incremental fair value from Oct 9, 2024 option repricing per ASC 718 |
| Annual option grant to each non‑employee director | 30,000 options; vest in full on earlier of 1‑year anniversary or day prior to next annual meeting | Jul 16, 2024 | Standard annual director equity grant |
| Option repricing | Repriced eligible director options to $1.26 | Oct 9, 2024; shareholder approval Jan 3, 2025 | Repricing approved by shareholders; $1.26 equals closing price on Oct 9, 2024 |
| Additional options approved (Berman, Freeman, Grint, Dion) | Portions at $1.26 (fully vested upon grant); portions at $1.45 and $1.56 become exercisable only following expiration of Series A‑1 and B‑1 warrants, respectively (proportionate to warrant exercises) | Approved Oct 9, 2024; effective Jan 3, 2025 | Subject to plan and charter amendments increasing authorized shares |
| Aggregate options outstanding (granted to Berman) | 903,396 underlying common stock options | As of Dec 31, 2024 | Aggregate number of underlying option shares |
Note: The company does not disclose director performance metrics (e.g., TSR, revenue/EBITDA goals) tied to director compensation; director equity is service‑time based, with vesting as noted .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Outcome/Notes |
|---|---|---|---|
| InterVu Inc. | Seed investor/co‑founder/board member | Prior | Acquired by Akamai |
| Kintera Inc. | Seed investor/co‑founder/board member | Prior | Acquired by Blackbaud |
| Gensia Pharmaceuticals, Inc. | Seed investor/co‑founder/board member | Prior | Acquired by Teva |
| Viagene Therapeutics Inc. | Seed investor/co‑founder/board member | Prior | Acquired by Chiron/Novartis |
| Genovo (private) | Co‑founder | Prior | Gene therapy company |
| Calabrian (private) | Seed investor | Prior | Acquired by SK Capital |
- Interlocks/conflicts: The proxy states no related‑party transactions exceeding $120,000 since January 1, 2023; the Audit Committee reviews related‑party transactions under a formal policy .
Expertise & Qualifications
- Corporate governance and corporate finance expertise; extensive value‑creation experience in early and late‑stage biopharma .
- Legal training and prior partner roles at major law firms; seasoned board/advisory experience .
- Independent director; serves as Compensation Committee Chair and Audit Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Notes |
|---|---|---|---|
| Dennis Berman | 437,512 | <1% | Beneficial ownership per SEC rules; options exercisable within 60 days deemed outstanding for holder; 74,341,540 shares outstanding as of May 1, 2025 |
- Aggregate options granted to Berman: 903,396 underlying shares as of Dec 31, 2024 .
- Beneficial ownership methodology: company counts options exercisable within 60 days for holder’s percentage (not for others) .
Governance Assessment
- Committee leadership and independence: Positive. Berman is independent under Nasdaq and Exchange Act rules; chairs the Compensation Committee and serves on the Audit Committee, supporting board oversight of pay and financial controls .
- Engagement: Board met 16 times in 2024; directors met the ≥75% attendance threshold; Compensation Committee (2 meetings) and Audit Committee (4 meetings) were active, indicating meaningful committee engagement .
- Compensation mix and alignment: Heavy equity component for non‑employee directors (2024: $68.5k cash; $534.2k option grant‑date fair value), aligning director incentives with shareholder outcomes, though options are time‑based rather than performance‑based .
- RED FLAG: Option repricing. On Oct 9, 2024, the Board repriced director options to $1.26 (shareholder‑approved Jan 3, 2025), which can be viewed as shareholder‑unfriendly without clear performance linkage; however, shareholder approval mitigates process concerns .
- Conflicts/related‑party exposure: None disclosed above threshold since 2023; formal related‑party transaction policy overseen by the Audit Committee reduces governance risk .
- Tenure and continuity: Serving since December 2020; Class III term through 2026 supports continuity on key committees .