Elizabeth Cermak
About Elizabeth Cermak
Elizabeth A. Cermak (age 67) has served as an independent director of Moleculin Biotech, Inc. since October 2020. She previously spent 25 years at Johnson & Johnson in senior commercial roles and was Chief Commercial Officer and EVP at POZEN (now Aralez) from 2009–2013. At Moleculin, she is designated independent under Nasdaq rules and serves on the Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| POZEN (now Aralez Pharmaceuticals) | Chief Commercial Officer & EVP | 2009–2013 | Led commercial strategy and launch plans; executed licensing deals with J&J, Desitin, Sanofi . |
| Johnson & Johnson | Various senior roles incl. WW VP Personal Products Franchise; VP Professional Sales & Marketing | 25 years (prior to 2009) | Led US Women’s Health Pharmaceutical business . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Clarus Therapeutics, Inc. | Independent Board Director | Most recently served (biography disclosure) . |
| Neurana Pharmaceuticals | Independent Board Director | Formerly served . |
| QUE Oncology | Independent Board Director | Formerly served . |
| SteadyMed Therapeutics | Independent Board Director | Formerly served . |
Board Governance
- Independence: The board has determined all directors other than the CEO are independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Corporate Governance (NCG) committees (including Cermak) meet Nasdaq and SEC independence standards; Audit members meet financial literacy requirements .
- Committee assignments: Audit (member), Compensation (member), NCG (member). Committee chairs are Robert George (Audit, NCG) and Michael Cannon (Compensation). Cermak is not a chair .
- Attendance: Each incumbent director attended more than 75% of Board and committee meetings in 2022, 2023, and 2024; in 2021 each incumbent attended at least 90% .
- Lead Independent Director: John Climaco serves as Lead Independent Director .
- Compensation Committee practices: Retained independent consultant Pay Governance since 2018; in 2025 disclosure the committee noted outreach to the largest shareholder regarding management compensation with no feedback received .
- Clawback: Dodd-Frank Restatement Recoupment Policy adopted effective October 2, 2023 .
Fixed Compensation
Director compensation policy (non-employee directors):
- Annual cash retainer: $40,000. Committee chair/member retainers: Audit Chair $15,000; Comp Chair $10,000; NCG Chair $7,500; Audit member $7,500; Comp member $5,000; NCG member $3,750. Paid within 15 days after each calendar quarter end .
Cermak – director compensation (actuals):
| Metric (USD) | 2020 | 2021 | 2022 | 2024 |
|---|---|---|---|---|
| Fees earned or paid in cash | $14,139 | $76,250 | $56,250 | $56,500 |
| Option awards (grant-date fair value) | $28,183 | $32,902 | $47,192 | $17,800 |
| Total | $42,322 | $109,152 | $103,442 | $74,300 |
Notes:
- The company uses Pay Governance as independent comp consultant for directors .
- Grant-date fair values are computed under FASB ASC 718 and may not reflect realized value .
Performance Compensation
Equity award structure for non-employee directors:
- Initial appointment: 10-year stock option to purchase 6,667 shares; 3-year annual vesting; strike price equals closing price on grant date .
- Annual re-election: 10-year stock option to purchase 3,334 shares; 1-year vesting; strike price equals closing price on meeting date .
- Director equity awards are service-based (time-vested); no performance metrics are disclosed for director equity .
Recent Cermak equity awards (Form 4):
| Transaction date | Type | Security | Quantity | Exercise price | Post-transaction securities owned | Source |
|---|---|---|---|---|---|---|
| 2023-05-25 | Award | Stock option (right to buy) | 15,000 | $0.62 | 70,000 | https://www.sec.gov/Archives/edgar/data/1659617/000143774923016003/0001437749-23-016003-index.htm |
| 2024-11-04 | Award | Stock option (right to buy) | 10,000 | $2.45 | 14,668 | https://www.sec.gov/Archives/edgar/data/1659617/000143774924033709/0001437749-24-033709-index.htm |
| 2025-11-12 | Award | Stock Options (right to buy) | 150,000 | $0.49 | 164,668 | https://www.sec.gov/Archives/edgar/data/1659617/000143774925035177/0001437749-25-035177-index.htm |
Other Directorships & Interlocks
- Public company directorships disclosed: Clarus Therapeutics (most recently served); prior roles at Neurana Pharmaceuticals, QUE Oncology, SteadyMed Therapeutics. No interlocks or related-party ties are disclosed in Moleculin filings .
Expertise & Qualifications
- Extensive biopharma commercial leadership: 25 years at J&J (including WW VP Personal Products Franchise and VP Professional Sales & Marketing) and CCO/EVP at POZEN (Aralez) with licensing execution experience (J&J, Desitin, Sanofi) .
- Governance experience across multiple healthcare boards (Clarus, Neurana, QUE Oncology, SteadyMed) .
Equity Ownership
Beneficial ownership
| As-of date | Shares beneficially owned | Percent of class | Notes |
|---|---|---|---|
| March 28, 2025 | 14,150 | Less than 1% | Consists solely of options exercisable within 60 days . |
| June 20, 2025 | 14,668 | Less than 1% | Consists solely of options exercisable within 60 days . |
Additional context:
- As of December 31, 2024, options outstanding held by Cermak totaled 14,668 shares; no stock awards other than options were held by non-employee directors .
Governance Assessment
- Independence and coverage: Cermak is an independent director serving on all three key committees (Audit, Compensation, NCG), supporting board coverage across financial reporting, pay, and nominations . Attendance disclosures indicate consistent engagement (≥75% in 2022–2024; ≥90% in 2021), which supports board effectiveness .
- Pay design: Director pay combines cash retainers and modest annual option awards; Cermak’s 2024 mix was predominantly cash ($56.5k cash, $17.8k equity), consistent with micro-cap norms and with longstanding policy. Options are time-vested and struck at market, aligning incentives to equity value without adding performance metric complexity .
- Alignment and ownership: Beneficial ownership consists solely of options exercisable within 60 days (no disclosed common shares), which may limit direct economic exposure vs. outright stock holdings, though ongoing option grants maintain upside alignment .
- Controls and investor confidence: Presence of a Dodd-Frank clawback policy (effective Oct 2, 2023) and use of an independent compensation consultant (Pay Governance) are positive governance signals. The committee’s disclosed outreach to the largest shareholder on compensation indicates awareness of investor perspectives, though no feedback was reported .
References:
- Committee membership/independence and governance practices: 10-K/A and S-1 excerpts .
- Attendance: DEF 14A disclosures for 2021–2024 .
- Director compensation policy and actuals: DEF 14A tables .
- Beneficial ownership and ages: DEF 14A and S-1 ownership tables .
- Insider transactions (Form 4): SEC filings linked above.