Geraldine Pannu
About Geraldine Pannu
Geraldine Liu Pannu, age 55, has served as an independent director of Processa Pharmaceuticals since February 13, 2020; she holds a BBA from the Chinese University of Hong Kong and an MBA from Harvard Business School, and is fluent in English, Mandarin, Cantonese, and Shanghainese . The Board has determined she is “independent” under Nasdaq rules; she was born in Shanghai and grew up in Hong Kong, and brings over 25 years of investment and financial management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GLTJ Pioneer Capital | Founding & Managing Partner | Jan 2020 – Present | Specializes in land acquisition, entitlement, and vertical development of multifamily, student, and senior housing in SF Bay Area |
| Golden Gate Global (GGG) | Managing Director, Business Development | Sep 2018 – Sep 2019 | Led BD for leading investment fund in Bay Area |
| Golden Wealth Management Group (GWMG) | President | During 2018–2019 | Affiliated with GGG; wealth management for HNW families |
| ChinaRock Capital Management | COO & Managing Partner | Mar 2007 – Dec 2016 | Hedge and venture fund operations leadership |
| McKinsey & Co.; Monitor Company | Management Consultant | Not disclosed | Strategy consulting background |
External Roles
| Organization | Role | Since | Exchange/Ticker | Notes |
|---|---|---|---|---|
| Royal Business Bank | Independent Director | May 2022 | Nasdaq: RBB | Committee roles not disclosed |
Board Governance
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member and Chair; Nominating & Governance Committee member (Chair: Justin Yorke) .
- Independence: Board determined Pannu is independent under Nasdaq Rule 5605(a)(2); committee independence requirements satisfied .
- Board meeting attendance: Board met 6 times in 2023 (all directors attended); 20 times in 2024 (Pannu missed 3 meetings → 85% attendance) .
- Committee meetings: Audit Committee met 4 times in 2024 (all attended; Baluch missed one); Compensation Committee met once in 2024 (all attended); Nominating & Governance Committee did not meet in 2024 .
| Governance Element | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | 6 | 20 |
| Pannu Board Attendance | 100% | Missed 3 (85%) |
| Audit Committee (Meetings) | 4 (2023 reference provided for committee structure) | 4 (all attended; Baluch missed one) |
| Compensation Committee (Meetings) | 2 (in 2023) | 1 (all attended) |
| Nominating & Governance (Meetings) | Committee active; composition disclosed | 0 (no meeting) |
Fixed Compensation
- Non-employee director plan revised September 3, 2024 effective July 1, 2024: $100,000 total (cash retainer $56,000; RSUs valued at $44,000, 31,206 shares) .
- Prior plan (March 8, 2023): $80,000 total (cash retainer $28,000; RSUs valued at $52,000, 5,069 shares) .
- Actual 2024 compensation for Pannu: Cash fees $49,000; stock awards $44,000; total $93,000 .
- Actual 2023 compensation for Pannu: Cash fees $28,000; stock awards $26,000; total $54,000 .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (Plan) ($) | 28,000 | 56,000 |
| Annual RSU Shares (Plan) | 5,069 | 31,206 |
| Annual RSU Fair Value (Plan) ($) | 52,000 | 44,000 |
| Pannu Fees Earned ($) | 28,000 | 49,000 |
| Pannu Stock Awards ($) | 26,000 | 44,000 |
| Pannu Total ($) | 54,000 | 93,000 |
Performance Compensation
- Director equity awards are time-based RSUs; no performance-vesting metrics (TSR, EBITDA, ESG) disclosed for directors .
| RSU Detail | 2023 | 2024 |
|---|---|---|
| Grant Shares | 5,069 | 31,206 |
| Grant Fair Value ($) | 52,000 | 44,000 |
| Vesting | June 27, 2024 | Earlier of June 28, 2025 or 2025 Annual Meeting |
Other Directorships & Interlocks
| Company | Interlock/Committee Overlap | Observation |
|---|---|---|
| Royal Business Bank (RBB) | Not disclosed | External public board seat; no PCSA-related interlock disclosed |
| Compensation Committee Interlocks | None | Proxy states no compensation committee interlocks or insider participation over prior three years |
Expertise & Qualifications
- Extensive investment and financial management experience; fund operations and capital raising across hedge, venture, and real estate funds .
- Senior operating roles (COO/Managing Partner) at ChinaRock Capital Management; prior strategy consulting at McKinsey and Monitor .
- Education: BBA (Chinese University of Hong Kong); MBA (Harvard Business School); multilingual (English, Mandarin, Cantonese, Shanghainese) .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Direct Shares | 53,113 (incl. 23,636 unvested restricted stock awards) | 2,882 | 2,882 |
| RSUs/Securities Within 60 Days | Not disclosed for Pannu | Not disclosed for Pannu | RSUs representing 36,275 shares issuable within 60 days of May 1, 2025 |
| Pledged/Hedged Shares | Not disclosed | Not disclosed | Not disclosed |
Note: Beneficial ownership varies across years and includes equity awards; no pledging or hedging disclosures specific to Pannu were identified in the reviewed proxies .
Insider Trades & Section 16 Compliance
| Year | Late Form 4? | Detail |
|---|---|---|
| 2023 | Yes | Late Form 4 filed July 24, 2023 for Pannu (and others) |
| 2024 | None disclosed for Pannu | Late filings noted for other executives; Pannu not listed among late filers |
Governance Assessment
- Strengths: Independent director; chairs the Compensation Committee; serves on Audit and Nominating & Governance, indicating broad governance engagement and oversight across pay, controls, and board composition . External public-company board experience (RBB) can enhance perspective and information flow without disclosed conflicts .
- Alignment: Director equity grants via RSUs provide ownership exposure; 2025 disclosure shows 36,275 RSUs issuable within 60 days, supporting ongoing alignment with shareholders .
- Attendance and engagement: 2023 board attendance was full; 2024 board attendance shows three absences out of 20 meetings (≈85%)—acceptable but below perfect, while Compensation and Audit committees had full attendance by Pannu; the Nominating & Governance Committee did not meet in 2024, which may limit formal refresh and evaluation cadence .
- Compensation structure: Shift to higher cash retainer ($56k from $28k) and larger RSU share count in 2024 ($44k value; 31,206 shares) relative to 2023 reflects updated market approach for non-employee directors; Pannu’s reported total rose from $54k (2023) to $93k (2024) .
RED FLAGS
- Missed three of twenty Board meetings in 2024 (≈85% attendance) .
- Nominating & Governance Committee did not meet in 2024 (oversight cadence risk) .
- Late Form 4 filing in 2023 (compliance process weakness, though common at microcaps) .
Overall, no related-party transactions involving Pannu were disclosed, committee independence standards are met, and her compensation is standard for non-employee directors with time-based RSUs; focus areas for ongoing monitoring include attendance consistency, nominating/governance committee activity, and Section 16 timeliness .