Gordon Strickland
About D. Gordon Strickland
Independent director of MetaVia (MTVA) since January 2022; age 78. Strickland chairs the Audit Committee, is deemed an “audit committee financial expert,” and also serves on the Compensation Committee . He holds an MBA from The Wharton School (University of Pennsylvania) and a BA from Yale University . The Board has determined he is independent under SEC and Nasdaq rules; MetaVia is a “controlled company” under Nasdaq due to Dong-A’s majority ownership, though the audit committee is fully independent and independent directors hold executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampex Corporation (public, formerly Nasdaq) | Chair | Mar 2012 – Jun 2019 | Led board oversight during multi-year transition |
| Ampex Corporation | Chief Executive Officer | Feb 2007 – Mar 2012 | Operational leadership and turnaround context |
| Cardiff Holdings (private) | President & CEO | Mar 2012 – Aug 2013 | Operator of credit/debit/loyalty card producer |
| Medical Resources (public operator of diagnostic imaging centers) | Chair | Not disclosed | Board leadership of public operator |
| MCSi, Inc. (technical integrator) | President & CEO | Mar 2003 – Mar 2004 | Senior operating role |
| Capitol Wire, Inc. (internet-based news/info) | President & CEO | Sep 1999 – Aug 2002 | Senior operating role |
| Kerr Group (glass/plastic packaging) | SVP Finance & CFO; later President & CEO | Jun 1986 – Aug 1997 | Finance leadership and CEO experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Current public company directorships | — | None disclosed in 2025 proxy |
| Prior public company boards | Chair, Ampex; Chair, Medical Resources | Historical (see Past Roles) |
Board Governance
- Independence: Board affirmed Strickland’s independence; he chairs Audit and serves on Compensation .
- Committee assignments and expertise:
- Audit Committee: Chair; independent; designated “audit committee financial expert” (also Glickman) .
- Compensation Committee: Member; independent .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings during their tenure; Board held 11 meetings, Audit 6, Compensation 5, Nominating 4 .
- Leadership structure: Independent Chair (Andrew Koven) separate from CEO; independent directors hold executive sessions; company is a Nasdaq “controlled company” due to Dong-A majority but maintains fully independent Audit Committee .
Fixed Compensation
| Item | 2024 Amount/Detail |
|---|---|
| Cash fees (2024) | $64,000 |
| Equity grant (2024) | 5,051 RSUs; grant-date fair value $19,850 |
| Total (2024) | $83,850 |
Director fee schedule (in effect; Amended & Restated Non-Employee Director Compensation Policy)
| Component | Amount |
|---|---|
| Annual Board retainer (non-employee director) | $40,000 cash |
| Non-Executive Chair retainer | $75,000 cash |
| Committee chair retainers | Audit $18,000; Compensation $12,000; Nominating & Gov $10,000 |
| Committee member retainers (non-chair) | Audit $9,000; Compensation $6,000; Nominating & Gov $5,000 |
| Annual RSU grant (each director) | Target $20,000 divided by 30-day avg price (shares rounded down) |
Notes
- Directors may elect to convert the year’s cash retainers into a “Retainer Grant” of RSUs; such RSUs vest quarterly over the fiscal year .
- On death, disability, or immediately prior to a Change in Control, outstanding director RSUs fully vest .
Performance Compensation
There are no performance-conditioned equity awards for directors; equity is time-vested RSUs.
Equity award mechanics and vesting
| Award Type | Size/Value | Vesting | Acceleration |
|---|---|---|---|
| Initial RSU grant (for first-time directors) | $40,000 / 30-day avg price | 50% at grant; remaining 50% in two equal annual installments (service-based) | Full vest on death/disability or immediately prior to Change in Control |
| Annual RSU grant | $20,000 / 30-day avg price | Vests in full on earlier of 1-year anniversary or day before next annual meeting (service-based) | Full vest on death/disability or immediately prior to Change in Control |
| Retainer Grant (cash-for-RSUs election) | Cash retainers / 30-day avg price | Vests in equal quarterly installments over fiscal year (service-based) | Full vest on death/disability or immediately prior to Change in Control |
Clawbacks and policies (company-wide)
- Insider trading policy prohibits speculative trading and hedging (short sales, puts/calls) by directors, officers, and employees .
- Compensation Recovery (clawback) Policy aligned with SEC/Nasdaq applies to covered executives for incentive-based pay upon accounting restatements; administered by the Compensation Committee .
(Note: Clawback policy is executive-focused; director RSUs are service-based -.)
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Strickland |
| Prior public company leadership | Chair & CEO roles at Ampex; Chair at Medical Resources |
| Interlocks/conflicts | None disclosed involving Strickland; Board notes independence determinations considered director financing participation and beneficial ownership generally . |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and designated audit committee financial expert .
- Operating experience: Former CEO roles across multiple companies; extensive finance leadership (former SVP Finance & CFO) .
- Education: MBA (Wharton), BA (Yale) .
Equity Ownership
| Holder | Shares Owned | Exercisable Options (≤60 days) | RSUs Vesting ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| D. Gordon Strickland | 14,817 | 250 | — (none disclosed in 60-day window) | 15,067 | <1% |
- Company-wide ownership context: Entities affiliated with Dong-A hold 14,827,137 shares (75.7%), making MetaVia a Nasdaq “controlled company” .
- Pledging/hedging: Proxy discloses anti-hedging policy; no pledging by Strickland is disclosed in the beneficial ownership table -.
Governance Assessment
Strengths
- Independent director; Audit Committee Chair; “audit committee financial expert” designation supports rigorous financial oversight .
- Good attendance record; Board and committees met frequently in 2024 (Board 11; Audit 6; Compensation 5; Nominating 4) .
- Straightforward director pay: modest cash retainers plus time-based RSUs; clear vesting and change-in-control terms; ability to take retainers in equity aligns incentives -.
- Insider trading policy prohibits hedging and speculative trading by insiders .
- Strong 2025 Say-on-Pay support (15,128,182 For; 93,199 Against; 142,874 Abstain), indicating positive investor sentiment on compensation governance .
Watch items / potential investor concerns
- Controlled company status: Majority owner Dong-A affords exemptions from certain Nasdaq independence requirements (though Audit must be independent); concentration of control is a structural governance risk .
- Capital structure and related-party financings: Significant private placements and pre-funded warrants with Dong-A in 2024–2025; extensive registration rights; increases related-party exposure - -.
- Listing risk: Reverse stock split authorized to address Nasdaq minimum bid deficiency; could signal market/financing pressure - .
- Going concern disclosure: Company reported substantial doubt about continuing as a going concern as of FY2024, elevating overall risk context for board oversight -.
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | RSU Shares | Total |
|---|---|---|---|---|
| 2024 | $64,000 | $19,850 | 5,051 | $83,850 |
Policy highlights
- Annual RSU grant sized at $20,000/30-day avg price; initial director RSUs at $40,000/30-day avg price with front-loaded vesting -.
- Full vesting upon death/disability/Change in Control; optional deferral available .
- Aggregate non-employee director pay cap per fiscal year: generally $750,000 ($1,000,000 in first year on Board) under 2022 Equity Plan .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting outcomes (June 30, 2025):
- Say-on-Pay approved (15,128,182 For; 93,199 Against; 142,874 Abstain) .
- Reverse stock split approved to address Nasdaq compliance (15,160,143 For; 82,570 Against; 121,542 Abstain) .
- Issuance proposal for Dong-A pre-funded warrants approved (5,643,798 For; 99,638 Against; 141,474 Abstain) .
- Frequency: Company holds Say-on-Pay votes once every three years per 2022 stockholder preference and Board decision .
Related-Party Transactions (Context)
- 2024 private placement: Dong-A received common shares and two warrant tranches (exercise price $3.93); registration rights; detailed expiries/conditions .
- 2025 private placement: 9,479,345 shares at $0.71 and 4,605,162 pre-funded warrants at $0.709 issued to Dong-A affiliates with 19.99% beneficial ownership cap and robust registration rights -.
- Strickland-specific: No related-party transactions involving Strickland disclosed -.
Equity Ownership (Company Context)
| Category | Amount |
|---|---|
| Shares outstanding at record date (June 9, 2025) | 19,588,351 |
| Authorized shares (Common) | 100,000,000 |
| Dong-A affiliated beneficial ownership | 14,827,137 (75.7%) |
Conclusion
Strickland brings deep operating and financial oversight credentials as independent Audit Chair and designated financial expert, with solid attendance and a conservative director pay structure that aligns modestly via time-vested RSUs -. Key governance risks for investors stem from MetaVia’s controlled-company status, significant related-party financings, Nasdaq compliance actions, and going concern uncertainty; these are board-level concerns rather than Strickland-specific issues, but they heighten the importance of robust audit and risk oversight led by the Audit Committee - - -.