Duane Nash
About Duane Nash
Dr. Duane Nash, 54, serves as Executive Chairman of Immunic’s Board (Chair since April 2019; Executive Chairman since April 2020; director since January 2019). He is not independent under Nasdaq rules due to his executive role. He holds a B.A. (Williams), M.D. (Dartmouth Medical School), J.D. (UC Berkeley), and M.B.A. (University of Oxford), and completed a general surgery internship at UCSF. Prior roles span CEO/President/Chief Business Officer at the Company, equity research (Wedbush/Pacific Growth), and attorney (Davis Polk & Wardwell) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunic (and predecessor) | CEO; President; Chief Business Officer; Executive Vice President; Medical Director | 2012–Apr 2019 (exec roles); Board Chair since Apr 2019; Executive Chairman since Apr 2020 | Led corporate transition and strategic oversight as Chair; executive leadership pre-2019 |
| Wedbush PacGrow Life Sciences | Senior Vice President, Equity Research | Mar 2009–Mar 2012 | Therapeutics coverage; capital markets perspective |
| Pacific Growth Equities | Research Analyst | Apr 2008–Mar 2009 | Equity research; firm later acquired by Wedbush |
| Davis Polk & Wardwell | Attorney (IP litigation/corporate) | Nov 2002–Feb 2008 | Legal, IP, and corporate matters |
| UCSF | General Surgery Intern | n/a | Clinical training (general surgery) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private pharma companies | Director | Since 2012 (various) | Specific current public boards not enumerated in proxy; service noted broadly |
Board Governance
- Independence and role: Executive Chairman; not independent. Lead Independent Director is Barclay Phillips .
- Board/committee attendance: In 2024, Board met 6 times; each director attended ≥75% of Board and applicable committee meetings .
- Committee memberships (Nash): None disclosed; as Executive Chairman he does not sit on Audit, Compensation, or Nominating & Governance .
- Committee composition (context for Board effectiveness):
- Audit: Phillips (Chair), Törnsén, Neermann, Skerjanec; Phillips and Törnsén are financial experts .
- Compensation: Howson (Chair), Törnsén, Rudick .
- Nominating & Governance: Neermann (Chair), Phillips, Rudick .
- Lead Independent Director mandate includes presiding over independent sessions, calling meetings of independents, and shareholder outreach .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 363,000 | 388,416 |
| Total ($) | 648,925 | 1,211,828 |
Employment agreement timeline (base salary indicates monthly amount; board retainer included):
- Apr 17, 2020: Executive Chairman Agreement begins; $25,417/month; includes director retainer .
- Oct 15, 2020 Addendum: Extended to Apr 15, 2021; options 120,000; $25,417/month through period .
- Apr 15, 2021 Addendum: Extended to Apr 15, 2022; options 90,000; $27,960/month .
- Mar 15, 2022 Addendum: Extended to Dec 31, 2022; options 75,000; $29,358/month .
- Dec 28, 2022 Addendum #4: Extended to Dec 31, 2023; $30,250/month .
- Oct 17, 2023 Addendum #5: Extended to Dec 31, 2024; $32,368/month .
- Aug 29, 2024 Addendum #6: Extended to Dec 31, 2025; $33,986/month in 2025 .
Severance (Executive Chairman Agreement): Upon termination, lump sum of earned but unpaid base salary and accrued benefits as of termination; no enhanced multiple disclosed .
Clawback: Company-wide Nasdaq-compliant compensation recovery policy adopted effective Oct 2, 2023 .
Hedging/derivatives: Directors, officers, employees prohibited from hedging and trading in options on Company stock .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan Comp ($) | 141,570 | 77,683 |
| Option Awards (grant-date fair value, $) | 144,355 | 745,729 |
2024 option grants (selected details):
| Grant Date | Options Granted | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| Jan 17, 2024 | 300,000 (shown exercisable at 12/31/2024) | $1.21 | 1/17/2034 | Options under plan generally vest 25% on 1st anniversary, then monthly over 36 months; table shows fully exercisable as of 12/31/2024 |
| Dec 4, 2024 | 300,000 (75,000 exercisable; 225,000 unexercisable) | $1.25 | 12/4/2034 | 25% on 1st anniversary; remainder monthly over 36 months |
Change-in-control/termination equity treatment:
- Plan CIC: Unvested awards canceled unless assumed or vesting is accelerated; vested awards may be cashed out or required to be exercised before closing; underwater options can be canceled without payment .
- Certain optionees (including NEOs) eligible for full vesting acceleration of outstanding options if service is terminated other than for cause under option agreements .
Bonus determination: Discretionary, based on individual and company priorities; Board approved a 50% bonus payout for 2024 for selected NEOs (Vitt, Muehler, Whaley). Dr. Nash’s 2024 non-equity incentive paid was $77,683; target % for Nash not disclosed .
Other Directorships & Interlocks
- Other public company boards: Not specified by name; service on public and private pharma boards since 2012 .
- Compensation Committee interlocks: None; no executive officer served on a board where an Immunic executive served on its compensation committee .
Expertise & Qualifications
- Multi-disciplinary: Physician (M.D.), attorney (J.D.), and business (M.B.A.) training; prior sell-side biotech equity research and corporate legal experience .
- Board leadership: Long-standing Chair/Executive Chair since 2019/2020 with experience across corporate strategy and capital markets .
Equity Ownership
| Holder | Direct Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Duane D. Nash | 22,032 | 886,959 | 908,991 | 1.0% (of 90,150,869 as of 3/31/2025) |
Additional option detail as of 12/31/2024:
- Unexercisable options: 225,000 from 12/4/2024 grant (total 300,000; 75,000 exercisable) .
- All options under the plan generally vest 25% at 1-year, then monthly over 36 months .
Pledging/hedging:
- Hedging and options transactions in Company securities prohibited for directors/officers .
- No disclosure of any pledged shares for Dr. Nash; no related-person transactions over $120,000 reported .
Governance Assessment
- Board effectiveness and independence: Nash’s dual role as Executive Chairman means he is not independent; however, the Board maintains a Lead Independent Director with explicit duties and fully independent Audit, Compensation, and Nominating & Governance committees with active meeting cadence (Audit 4, Compensation 8, N&G 3 in 2024). Attendance met ≥75% for all directors, and Board met six times in 2024. This structure mitigates, but does not eliminate, concentration-of-authority concerns typical of combined chair/executive roles .
- Pay-for-performance alignment: 2024 total compensation increased primarily via larger option grant values; cash bonus decreased versus 2023, suggesting equity-heavy, at-risk mix. Options vest over time and are sensitive to share performance, aligning incentives with TSR, though formal performance metrics for Nash’s bonuses are not disclosed .
- Shareholder safeguards: Nasdaq-compliant clawback policy in place; hedging prohibited; no related-party transactions; committee interlocks absent—positive governance signals .
RED FLAGS
- Not independent: Executive Chairman status; governance risk partially offset by Lead Independent Director and independent committees .
- Equity concentration: Significant option awards in 2024; while common in clinical-stage biotech, investors should monitor dilution and award sizing trends at the Board level (Board approved increased non-employee director option grants in 2024; although not directly applicable to Nash as an employee, it reflects broader equity usage) .
Notes: All data as disclosed in Immunic’s 2025 DEF 14A proxy statement filed April 22, 2025. Citations inline.