Richard Rudick
About Richard Rudick
Independent director (Class III) of Immunic, Inc. since April 2023; age 74. Physician-executive with deep neurology and multiple sclerosis (MS) drug development experience (MD, Case Western Reserve University). Current term expires at the 2026 annual meeting. Determined independent by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen, Inc. | Vice President, Development Science | May 2014 – Sep 2020 | Senior R&D leadership for neurological/neurodegenerative therapies |
| Cleveland Clinic, Mellen Center | Staff neurologist; Director, Mellen Center | Jan 1987 – May 2014 | Led major MS clinical program and research operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Astoria Biologica (private biotech) | President & CEO | Jan 2023 – present | Developing novel MS therapies (private company) |
Board Governance
- Independence: Board affirms Dr. Rudick is an independent director under Nasdaq rules. The Board has a majority of independent directors (6 of 8).
- Committees:
- Compensation Committee – Member; Chair: Tamar Howson; committee met 8 times in 2024.
- Nominating & Governance Committee – Member; Chair: Jörg Neermann; committee met 3 times in 2024.
- Board meetings and attendance: Board held 6 meetings during fiscal 2024; each director attended at least 75% of Board and applicable committee meetings.
- Lead Independent Director: Barclay Phillips (not Rudick) serves as Lead Independent Director with responsibilities for executive sessions and independent director coordination.
- Annual meeting: All directors serving at the time attended the 2024 annual meeting.
Fixed Compensation
| Component (Non-Employee Director Policy, effective Jan 1, 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Paid quarterly in arrears |
| Compensation Committee – Member fee | $7,500 | Chair = $15,000 |
| Nominating & Governance Committee – Member fee | $5,000 | Chair = $10,000 |
| FY2024 Director Compensation (Individual) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $50,625 |
| Option awards (grant date fair value, ASC 718) | $98,270 |
| Total | $148,895 |
- Structure notes: Cash paid quarterly; policy also provides Audit Committee member fees and a $10,000 Lead Independent Director retainer (held by Phillips).
Performance Compensation
| Equity Element | FY2024 Detail | Vesting | Notes |
|---|---|---|---|
| Annual stock option award (non-employee directors) | Board approved a one-time increase for 2024 such that each current non-employee director received an annual option award up to 100,000 shares | Annual awards vest in 12 monthly installments (service-based) | Initial awards for new directors were increased to 100,000 in 2024; awards are non-statutory stock options |
| Dr. Rudick – Option awards (ASC 718 fair value) | $98,270 in 2024 | As per policy, monthly vesting for annual grant | Grant-date fair value per proxy table |
- No performance metric-based director equity; vesting is service-based (no revenue/TSR/ESG targets for directors).
- Hedging/derivatives by directors are prohibited under the insider trading policy, supporting alignment.
Other Directorships & Interlocks
| Company | Public? | Role | Committee Roles | Notes |
|---|---|---|---|---|
| — | — | — | — | No other current public company directorships disclosed for Dr. Rudick. |
- Related-party transactions: Company reports no related person transactions >$120,000 involving directors/executives/5% holders.
Expertise & Qualifications
- Clinical and R&D leadership in MS and neurology across Cleveland Clinic and Biogen; MD from Case Western Reserve.
- Brings clinical development and research governance expertise pertinent to Immunic’s neurology programs.
Equity Ownership
| Ownership Detail (as of Mar 31, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 198,744 (<1% of outstanding) |
| Breakdown | 87,300 common shares; 111,444 options exercisable within 60 days |
| Shares pledged as collateral | Not disclosed (no pledging disclosure in proxy) |
| Hedging policy | Prohibits hedging and derivatives by directors/officers/employees |
Governance Assessment
-
Strengths
- Independent director serving on two key committees (Compensation; Nominating & Governance), indicating meaningful oversight involvement; committees met 8x and 3x in 2024, respectively.
- Attendance threshold met (≥75%) with overall Board meeting cadence (6 in 2024).
- Equity-heavy compensation mix (2024: ~$98k options vs ~$51k cash) aligns director incentives with shareholder outcomes; insider policy bans hedging.
- No related-party transactions disclosed involving Dr. Rudick; reduces conflict risk.
- Compensation Committee uses independent consultant (Aon) and assessed no conflicts.
-
Watch items
- Service-based (not performance-conditioned) director equity, while standard, does not explicitly tie to performance metrics; monitoring alignment relies on share price outcomes and policy safeguards.
- External CEO role at a private biotech (Astoria Biologica) underscores time-commitment considerations; no transactions disclosed with Immunic, but continue to monitor for potential related-party interactions.
No red flags identified regarding related-party exposure, hedging/pledging, or attendance in the latest proxy disclosures.