Frederick Fritz
About Frederick J. Fritz
Independent Class I Director at IMUNON (appointed July 2011), age 74, with more than three decades in medical devices, diagnostics, and consumer healthcare leadership. He holds a B.S. in Engineering (summa cum laude) from the University of Illinois and an MBA from Harvard University . He serves on the Audit Committee and chairs the Compensation Committee; the Board has determined he is independent under SEC/Nasdaq rules and financially literate for Audit service . Tenure: ~14 years as of 2025; attended 100% of Board and relevant committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuroDx | CEO & Founder | 2006–present | Development-stage neurosurgery diagnostics leadership |
| Valeo Medical | Founder | 2003 | Founded biotech to develop non-invasive endometriosis test |
| Songbird Hearing, Inc. | President & CEO | Prior to 2003 | Medical device leadership; Sarnoff spin-out |
| Schering-Plough (Wesley Jessen; OTC; podiatric) | VP Marketing & Sales; GM OTC; GM Podiatric | 1986–1990 | Commercial and P&L leadership across divisions |
| Coleman North America | President | 1995–1997 | Led North America operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Fritz . |
Board Governance
- Independence: Board deems Fritz independent; 4 of 6 directors are independent (Braun, Dentzer, Fritz, Pellizzari) .
- Committees and roles:
- Audit Committee: Member; Board determined he meets Nasdaq financial literacy; Audit Committee met 4x in 2024 .
- Compensation Committee: Chair; committee met 1x in 2024 .
- Attendance: All directors attended all Board and committee meetings for 2024; Board held 5 regular meetings .
- Policies: Clawback policy adopted Oct 2023; hedging/pledging prohibited; director stock ownership/retention guidelines in place .
Fixed Compensation
| Component | Terms/Amount | 2024 Amount for Fritz |
|---|---|---|
| Annual cash retainer | $27,450 per non-employee director (paid quarterly) | Included in “Fees earned” |
| Board meeting fees | $1,980 per regular Board meeting | Included in “Fees earned” |
| Committee meeting fees | $1,080 per committee meeting not held with a Board meeting | Included in “Fees earned” |
| Committee chair fee | Compensation Committee Chair: $9,450 annually | Included in “Fees earned” |
| Special board liaison fee | Additional fee for Board Liaison services: $43,200 in 2024 | $43,200 (subset of fees) |
| Option awards (non-cash) | Grant-date fair value per 2024 grants (see next section) | $13,309 |
| Total 2024 director comp | Fees + option awards | $106,728 (Fees earned $93,419; Options $13,309) |
Notes
- “Fees earned” aggregates retainer, meeting, chair and Board Liaison fees; IMUNON reimburses out-of-pocket meeting costs .
- Non-employee director compensation program excludes employee directors; Dr. Lindborg participated only before becoming CEO .
Performance Compensation
| Grant date | Options granted (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|
| 2024-03-15 | 3,500 | 0.86 | 2034-03-15 | 50% at grant; 25% on 1st and 2nd anniversaries |
| 2024-06-12 | 3,500 | 1.22 | 2034-06-12 | 50% at grant; 25% on 1st and 2nd anniversaries |
| 2024-09-06 | 6,737 | 1.04 | 2034-09-06 | 50% at grant; 25% on 1st and 2nd anniversaries |
- Non-employee director awards are service-based; no performance-metric (TSR/EBITDA/ESG) vesting disclosed for director equity .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlock/conflict |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Fritz . |
Expertise & Qualifications
- Operator/investor with CEO experience across diagnostics and devices (NeuroDx; Songbird Hearing) and senior commercial roles at Schering-Plough and Coleman; engineering and MBA credentials .
- Board financial literacy; serves on Audit and chairs Compensation Committee .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 40,593 shares (includes 11,766 common + 28,827 options exercisable within 60 days) |
| Ownership % of outstanding | Less than 1% |
| Options outstanding (12/31/2024) | 32,070 option awards outstanding |
| Hedging/pledging | Prohibited by company policy |
| Director ownership guidelines | Non-employee directors to hold shares = 2× first-year total compensation within 3 years; counts RS/RSUs and exercised shares (not unexercised options) |
| Section 16 compliance | No late filings disclosed for Mr. Fritz; late reports noted for two others |
Governance Assessment
Strengths
- Independent director with deep operating background; tenure since 2011 supports historical context and continuity .
- Chairs Compensation and serves on Audit with confirmed financial literacy; full 2024 attendance; Board maintains clawback and anti-hedging/pledging policies; director ownership guidelines align incentives .
Watch items / potential red flags
- Additional paid role as “Board Liaison” ($43,200 in 2024) acting as conduit between management and the Board may create perceived independence or oversight optics challenges given advisory scope to management; transparency is provided, but investors may scrutinize this dual-role dynamic .
- Compensation Committee met only once in 2024, which may appear light for an active micro-cap biotech navigating CEO transitions and financing; though all directors attended all meetings .
Conflicts and related-party exposure
- Proxy discloses a related-party transaction involving the Executive Chairman and Transomic; no related-party transactions disclosed involving Mr. Fritz .
Board effectiveness signals
- Audit Committee chaired by an audit committee financial expert (Dentzer) with Fritz as financially literate member; all directors independent except Executive Chairman, and 100% attendance in 2024 support engagement .
Annual meeting and shareholder engagement
- All directors attended the 2024 annual meeting; the company runs virtual-only meetings and provides stockholder communication channels via the Corporate Secretary .
Overall implication
- Mr. Fritz offers relevant operating and commercial experience, active committee leadership, and equity alignment. The paid Board Liaison assignment should be monitored for potential independence optics; otherwise, governance practices (clawback, anti-hedging, attendance, financial literacy) are supportive of investor confidence .
