Roger J. Pomerantz, M.D., F.A.C.P.

About Roger J. Pomerantz, M.D., F.A.C.P.

Independent, non‑executive Chairman of Indaptus Therapeutics since July 2021; age 68 and director since 2021. Board-certified infectious diseases physician-scientist with prior senior leadership at Merck and J&J, and former Chairman/CEO roles at multiple biotech companies. Education: B.A. in Biochemistry (Johns Hopkins); M.D. (Johns Hopkins School of Medicine); post‑doctoral training at Harvard Medical School and MIT; former Endowed, Tenured Professor and Chair of Infectious Diseases at Thomas Jefferson University. Internationally recognized in HIV molecular pathogenesis; credited with development of ten approved anti‑infective drugs (HIV, HCV, TB, C. difficile).

Past Roles

External Roles

Board Governance

• Role: Independent, non‑executive Chairman separate from the CEO; Board states separation supports objective oversight and accountability.
• Board committees and memberships (2024–2025 proxies): four standing committees—Audit, Compensation, Nominating, Science & Technology. Pomerantz is not listed as a member of any committee. Chairs: Audit—William B. Hayes; Compensation—Anthony J. Maddaluna; Nominating—Hila Karah; Science & Technology—Michael J. Newman.
• Attendance: In 2024 the Board met 4 times; each director attended at least 75% of Board and applicable committee meetings. In 2022 the Board met 5 times; each director attended at least 75%.
• Insider trading/hedging: Policy prohibits short sales and hedging/monetization transactions by directors unless pre‑approved; part of broader insider trading policy.

Fixed Compensation

Director fee schedule (policy): Non‑employee director annual retainer $50,000; Board Chair retainer $150,000; committee retainers—Audit Chair $15,000 (members $7,500), Compensation Chair $10,000 (members $6,000), Nominating Chair $8,000 (members $5,000), Science & Technology Chair $8,000 (members $4,000). Fees paid quarterly in advance; reasonable expenses reimbursed.

Performance Compensation

Equity grant structure/vesting (policy):

• Initial option grant for new directors: 25,000 options, vest over three years in equal quarterly installments; accelerates on death, disability, or change of control. Annual grants: 12,500 options to non‑chair directors; 30,000 options to Board Chair; annual grants vest in full on first anniversary; same acceleration triggers.
• No performance metrics disclosed for director equity (service‑based vesting).

Other Directorships & Interlocks

• Related‑party transactions: Company policy requires Audit Committee approval; other than compensation and disclosed financing participation by CEO (not Pomerantz), no related‑party transactions since Jan 1, 2022.

Expertise & Qualifications

• Infectious diseases/virology expert; prior academic chair; deep biopharma dealmaking and R&D leadership at Merck and J&J.
• Track record credited with ten approved infectious‑disease drugs across HIV, HCV, tuberculosis, and C. difficile.
• Prior Chairman/CEO roles at Seres Therapeutics and Contrafect; venture creation experience at Flagship.

Equity Ownership

Additional detail:

• As of April 17, 2025 disclosures: Pomerantz held 182,000 options; 30,000 scheduled to vest within 60 days (timing reference for April 2025 cap table footnotes).
• No stock awards/RSUs disclosed for directors; no pledging disclosed; anti‑hedging policy in place.

Compensation Committee Analysis

• Composition: Anthony J. Maddaluna (Chair), William B. Hayes; both independent under Nasdaq’s heightened standards; two meetings in 2024; no external compensation consultant engaged in 2024.
• Scope: Oversees executive compensation, incentive plans, and non‑employee director compensation; may delegate within charter parameters.

Governance Assessment

• Positives

  • Independent, non‑executive Chair structure; clear separation from CEO role.
  • Strong domain expertise (R&D and transactions) with extensive prior C‑suite and board leadership—supports strategic oversight.
  • Transparent director pay policy; mix is primarily fixed cash plus at‑risk options; no RSUs/PSUs or meeting fees; equity is service‑based, not performance‑based, limiting metric gaming.
  • Attendance met ≥75% threshold for all directors in 2024; regular committee structure and charters disclosed.

• Watch items / potential red flags

  • Multiple external board leadership roles (Chair/Vice Chair) increase time commitments; monitor for overboarding risk if additional roles are added.
  • Option award values fluctuated YoY (2022–2024), partly driven by grant sizing/timing and valuation; ensure alignment with shareholder outcomes and avoid repricing.
  • Company executed related‑party financing with CEO requiring shareholder approval—underscores need for robust independent Chair oversight of conflicts going forward (note: not involving Pomerantz).

Appendix: Committee Roster (current policy view)

Notes and sources: All facts are drawn from Indaptus DEF 14A filings and the 2025 Special Meeting proxy. Citations: .