Donald Braun
About Donald P. Braun
Donald P. Braun, Ph.D., age 75, has served as an independent director of Imunon, Inc. since December 2015, bringing over 35 years of oncology, cancer immunology, and immunotherapy expertise. He earned his Ph.D. in Immunology and Microbiology from the University of Illinois at the Medical Center in Chicago and has authored 120+ peer‑reviewed manuscripts and numerous reviews and book chapters. His prior roles include senior scientific leadership at Cancer Treatment Centers of America, Rush Medical College, and the Medical College of Ohio, alongside extensive advisory and consulting work with public agencies and biopharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cancer Treatment Centers of America | Vice President, Clinical Research; then VP Translational Research & Chief Science Officer | 2006–May 2016 | Led clinical and translational research; executive scientific leadership |
| Rush Medical College (Chicago) | Scientific Director, Cancer Center; Professor of Medicine & Immunology | 1978–1999 | Directed cancer center; academic leadership |
| Medical College of Ohio | Administrative Director, Cancer Institute; Professor of Surgery (tenured) | 1999–2006 | Led cancer institute; tenured faculty |
External Roles
| Organization | Role | Tenure/Scope | Notes |
|---|---|---|---|
| National Cancer Institute | Member, Experimental Therapeutics Study Section; SBIR Review; Experimental Therapy program “Molecular Targets in Lung Cancer” | Various | Federal advisory roles |
| American Cancer Society (National Division) | Member, Immunology & Immunotherapy Study Section | Various | Scientific review |
| State of Ohio | Member, Ohio Cancer Incidence Surveillance System; Biomedical Research Technology Transfer Commission | Various | State health and research oversight |
| State of Arizona | Advisor, Disease Research Control Commission | Various | State advisory role |
| Pharmaceutical/Biotech firms | Consultant (e.g., Pfizer, Abbott, Merck KGaA, Centocor, Biomira, Serono, Boehringer Mannheim, Sterling Winthrop) | Various | Industry consulting on cancer therapeutics/diagnostics |
Board Governance
- Committee memberships and roles:
- Compensation Committee member (Chair: Frederick J. Fritz; Members: Braun, Pellizzari) .
- Nominating & Governance Committee member (Members: Braun, Dentzer) .
- Science & Technology Committee Chair (Members: Braun [Chair], Lindborg) .
- Audit Committee: not a member (Dentzer [Chair], Fritz, Pellizzari) .
- Independence: Board determined 4 of 6 directors are independent under SEC/Nasdaq rules, including Dr. Braun .
- Attendance: Board held 5 regular meetings in 2024; all directors attended all Board and committee meetings for which they served . Committee meeting counts: Audit (4), Compensation (1), Nominating & Governance (1); Science & Technology did not meet in 2024 .
- Policies signaling governance quality: hedging/pledging prohibited for directors; executive compensation clawback adopted October 2023; stock ownership/retention guidelines for directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Director cash compensation) | 58,949 | Includes annual retainer and meeting fees |
| Option Awards (grant date fair value) | 12,651 | See grant details below |
| Total Director Compensation (non‑employee) | 71,600 | 2024 |
| Additional advisory fees (strategic advisor to Executive Chair/CEO) | 22,500 | Separate consulting role; scope includes ex‑US strategies and market development |
| Standard director cash framework (policy) | — | Annual cash $27,450; $1,980 per Board meeting; $1,080 per standalone committee meeting; Audit Chair +$12,150; Compensation Chair +$9,450 |
Performance Compensation
| Option Grant (2024) | Number of Options | Exercise Price ($) | Grant Date | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Non‑employee director option | 3,500 | 0.86 | 3/15/2024 | 3/15/2034 | 50% at grant; 25% on 1st and 2nd anniversaries |
| Non‑employee director option | 3,500 | 1.22 | 6/12/2024 | 6/12/2034 | 50% at grant; 25% on 1st and 2nd anniversaries |
| Non‑employee director option | 6,072 | 1.04 | 9/6/2024 | 9/6/2034 | 50% at grant; 25% on 1st and 2nd anniversaries |
Notes:
- As of 12/31/2024, Dr. Braun had 28,905 option awards outstanding (aggregate) .
Other Directorships & Interlocks
- The 2025 proxy does not list any current public company directorships for Dr. Braun; his disclosed external roles are advisory/consulting and scientific service rather than public board seats .
Expertise & Qualifications
- Oncology, immunology, and cancer immunotherapy domain expertise; extensive translational and clinical research leadership .
- Published over 120 peer‑reviewed manuscripts and numerous reviews/chapters; co‑editor on COX‑2 metabolites in cancer immunity .
- Qualified to contribute to Imunon’s Science & Technology oversight; chairs the S&T Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Donald P. Braun, Ph.D. | 51,591 | <1% | 25,597 common; 25,994 options exercisable within 60 days of 5/13/2025 |
| Director stock ownership guidelines | — | — | Non‑employee directors must acquire/hold shares equal to 2× first‑year total compensation within 3 years; includes restricted stock/RSUs and exercised shares; hedging/pledging prohibited by policy |
Insider Activity and Section 16(a) Compliance
| Item | Detail |
|---|---|
| Late Section 16(a) filings | One late report by Dr. Braun relating to one transaction (and one late report by another director) |
Governance Assessment
- Independence and roles: Dr. Braun is independent and serves on Compensation and Nominating & Governance, and chairs Science & Technology—providing scientific rigor but also influence over pay and nominations; independence under Nasdaq/SEC affirmed .
- Attendance and engagement: Full attendance across Board and committee meetings in 2024, though Science & Technology Committee did not convene, which may limit formal scientific oversight cadence .
- Compensation mix and alignment: Director pay is modest and primarily cash plus time‑vested options; options vest 50% at grant and 25% annually thereafter, aligning value to stock price appreciation rather than cash guarantees .
- Potential conflicts and red flags:
- Additional consulting fees ($22,500) to Dr. Braun for strategic advisory services to management present a potential perceived conflict or independence challenge, though Board still classifies him as independent; investors may scrutinize role clarity and approval processes for such engagements .
- One late Section 16(a) filing is a minor compliance blemish; monitor future timeliness .
- Alignment policies: Hedging and pledging prohibitions, director ownership/retention guidelines, and clawback policy (Oct 2023) support alignment and accountability .
Board Governance Details (Committee Assignments)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Dentzer; Fritz; Pellizzari | Dentzer | 4 |
| Compensation | Fritz; Braun; Pellizzari | Fritz | 1 |
| Nominating & Governance | Braun; Dentzer | — | 1 |
| Science & Technology | Braun; Lindborg | Braun | 0 |
Director Compensation Detail (2024)
| Name | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Donald P. Braun | 58,949 | 12,651 | 71,600 |
Grant detail by date and amount: 3,500 options at $0.86 (3/15/2024); 3,500 options at $1.22 (6/12/2024); 6,072 options at $1.04 (9/6/2024); each vests 50% at grant, 25% on first and second anniversaries .
Related-Party and Other Transactions
- Separate from standard director fees, Dr. Braun received $22,500 in 2024 for strategic advisory services (to Executive Chair and CEO), including evaluating international subsidiary options and ex‑US market strategies—oversight and approval context should be monitored for independence .
Independence, Attendance, and Engagement Summary
- Independent under SEC/Nasdaq rules .
- 2024 attendance: 5 Board meetings, full attendance; committee meetings attended in full .
- Board leadership: Executive Chairman; CEO is director; no Lead Independent Director disclosed .
Signals for Equity Analysts, Traders, and PMs
- Governance quality positives: independence; full attendance; clear anti‑hedging/pledging policy; director ownership guidelines; clawback policy .
- Watch items: additional paid advisory role for an independent director; ensure committee oversight of such arrangements and continued independence; inactivity of S&T Committee in 2024 despite chair role; minor compliance lapse on Section 16 .
