Gerd Auffarth
Outlook TherapeuticsAbout Gerd Auffarth
Prof. Dr. Gerd Auffarth, M.D., age 60, is an independent Class II director of Outlook Therapeutics, serving since April 2020; his term runs until the 2027 annual meeting . He is Medical Director of Heidelberg University Eye Clinic and Director of the International Vision Correction Research Center (IVCRC) and the David J. Apple Laboratory for Ocular Pathology; he holds an M.D. from RWTH Aachen University and a Ph.D. in Ocular Pathology from the University of Heidelberg . The Board cites his ophthalmology expertise as the basis for his nomination .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Heidelberg Department of Ophthalmology | Vice Chairman and Deputy Director | Appointed 2004 | Leadership of academic/clinical ophthalmology programs |
| University Eye Clinic (Heidelberg) | Senior Physician | Prior to 2011 appointment as Medical Director | Clinical care and R&D leadership |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| Heidelberg University Eye Clinic | Medical Director | Appointed 2011 | Oversees clinical and research operations |
| International Vision Correction Research Center (IVCRC) | Director | Current | Vision correction research leadership |
| David J. Apple Laboratory for Ocular Pathology | Director | Current | Ocular pathology leadership |
| German Society for Cataract and Refractive Surgery | Board Member | Current | Professional society governance |
| European Society for Cataract and Refractive Surgery | Board Member | Current | Professional society governance |
Board Governance
- Independence: The Board affirmatively determined Prof. Dr. Auffarth is independent under Nasdaq standards .
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit, Compensation, or Executive Committees .
- Board attendance: The Board met five times in FY2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Independent Chairman (Faisal Sukhtian) and a Lead Independent Director (Randy Thurman) to manage conflicts, including those related to large stockholder GMS Ventures .
| Committee | Role | Chair? |
|---|---|---|
| Nominating & Corporate Governance | Member | No |
| Audit | Not a member | — |
| Compensation | Not a member | — |
| Executive | Not a member | — |
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Board Annual Cash Retainer | $40,000 | Standard non-employee director fee |
| Nominating Committee Member Fee | $4,000 | Standard committee member fee |
| Total Cash Fees (elected as options) | $44,000 | Most directors (incl. Auffarth) elected options in lieu of cash |
| Annual Option Grant (fair value) | $35,000 | Granted at annual meeting; standard policy |
Option-in-lieu-of-cash detail: 10,511 options granted 10/4/2023; exercise price $4.80; fair value $44,000; 10-year term to 10/4/2033; vests 25% at each fiscal quarter-end in FY2024, subject to service .
FY2025 policy changes indicate higher fixed elements: Board retainer increased to $50,000 and Nominating member fee to $5,000, effective 10/1/2024 .
Performance Compensation
| Equity Award | Grant Date | Options / Value | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Annual Director Option (policy) | First day of fiscal year from FY2025 | $265,000 fair value (policy level) | — | Vests by next annual meeting or first anniversary | — |
| One-Time Director Option | 10/1/2024 | 29,493 options; $138,000 fair value | $5.22 | 100% on first anniversary (10/1/2025), subject to service | Expires 10/1/2034 |
| Annual Director Option (FY2024) | 2024 annual meeting | $35,000 fair value | — | Standard annual vesting to next annual meeting | — |
Notes:
- No director performance metrics (e.g., TSR, EBITDA) are disclosed for director equity awards; grants are service-vested under the non-employee director policy .
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | None disclosed for Prof. Dr. Auffarth | — | — |
| Professional societies | German/European Societies for Cataract & Refractive Surgery | Board Member | Professional governance; no issuer interlock disclosed |
| Internal Board dynamics | Nominating Committee chaired by Chairman (GMS designee) | Member alongside Chair Sukhtian | Large stockholder-designated chair may influence nominations; Board uses Lead Independent Director to manage conflicts |
Expertise & Qualifications
- Internationally recognized ophthalmologist with leadership in clinical care and R&D; Medical Director at Heidelberg University Eye Clinic; Director of IVCRC and David J. Apple Lab .
- Advanced academic credentials (M.D.; Ph.D. in Ocular Pathology) and senior leadership roles in academic medicine (Vice Chairman/Deputy Director) .
- Board qualification cited by OTLK: ophthalmology expertise supportive of ONS-5010/LYTENAVA strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Detail |
|---|---|---|---|
| Gerd Auffarth, M.D. | 41,607 | <1% | Entirely from options exercisable within 60 days of Jan 15, 2025 |
Policy alignment:
- Insider Trading Policy prohibits short sales, options/hedging, margin accounts, and pledges, reducing misalignment risks .
Governance Assessment
- Independence and attendance: Prof. Dr. Auffarth is Nasdaq-independent and met OTLK’s attendance threshold; this supports board effectiveness and investor confidence .
- Committee role: His position on Nominating & Corporate Governance aligns with his academic leadership background; not serving on Audit/Compensation reduces exposure to financial oversight risks .
- Ownership and incentives: Beneficial ownership via exercisable options is modest (<1%), with director pay skewed toward equity; FY2025 policy raises annual director option grant fair value to $265,000 and delivered one-time grants, increasing at-risk pay and potential alignment, but also signaling pay escalation in a capital-constrained company .
- Conflict safeguards: With GMS Ventures as the largest stockholder and its designee chairing Nominating, the Board instituted a Lead Independent Director to manage potential conflicts; independence determinations considered related-party transactions and were affirmed for Auffarth .
RED FLAGS and Watch Items:
- Compensation escalation: Significant increases to director equity (policy to $265,000 annual; one-time grants in Oct 2024) amid stated liquidity pressures warrant monitoring for pay inflation versus performance and capital needs .
- Large stockholder influence: Nominating chaired by a stockholder designee (GMS) could shape board composition; OTLK’s Lead Independent Director mechanism mitigates but investors should monitor nominations and independence rigor .