David Deming
Phio PharmaceuticalsAbout David H. Deming
David H. Deming, 72, joined PHIO’s Board in February 2025 and was appointed Lead Independent Director on October 31, 2025. He is President & CEO of Barramundi Capital LLC (since April 2023), a Senior Advisor at ID Fund Advisors LLC (since June 2018), and previously led J.P. Morgan’s Global Healthcare Investment Banking Group as Managing Director (1991–2003) after starting at J.P. Morgan in 1976. He holds a B.A. in Economics from Hobart College, served 15 years on Hobart and William Smith Colleges’ Board of Trustees (nine years as Chair), and currently serves on the board of Better For You Wellness, Inc. (OTC: BFYW), including its audit committee. PHIO’s Nominating Committee cited his financial background and significant industry experience in supporting his nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Managing Director; Head, Global Healthcare Investment Banking | 1991–2003 (career start 1976) | Led global healthcare IB franchise |
| TAG Healthcare Advisors | Managing Partner | Apr 2013 – Feb 2018 | Advised healthcare companies on business/financial strategies |
| Integrated Finance Limited | Product development (SmartNest 401(k)) | Post-JPM; sold product in 2010 | Developed SmartNest 401(k), sold to Dimensional Fund Advisors in 2010 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Barramundi Capital LLC (f/k/a Parker Street Securities) | President & CEO | Since Apr 2023 | Broker-dealer for private placements |
| ID Fund Advisors LLC | Senior Advisor | Since Jun 2018 | Registered investment adviser |
| Better For You Wellness, Inc. (OTC: BFYW) | Director | Current | Audit Committee member |
| Hobart and William Smith Colleges | Trustee; Chair (9 years) | 15 years | Board leadership in higher education governance |
Board Governance
- Independence: The Board determined all directors other than the CEO/Chair are independent under SEC and Nasdaq standards; committee members meet applicable independence requirements. Deming is an independent director.
- Roles: Member, Nominating Committee (as of the Record Date); appointed Lead Independent Director on Oct 31, 2025 following Robert Ferrara’s resignation.
- Board and committee activity (FY 2024): Board met 7 times; executive sessions of independent directors held twice. Audit (4), Compensation (5), Governance (1), Nominating (1). Deming joined in 2025, so 2024 attendance does not apply to him.
| Committee | Deming Role | Independence | FY 2024 Meetings |
|---|---|---|---|
| Nominating | Member | Yes | 1 |
| Governance | Not a member | N/A | 1 |
| Audit | Not a member | N/A | 4 |
| Compensation | Not a member | N/A | 5 |
- Related-party review: Company reports no related-party transactions exceeding Item 404(a) thresholds in the past two years; Deming’s 8-K notes no arrangements or transactions with him requiring Item 404(a) disclosure.
Fixed Compensation
| Component | Amount | Effective Date(s) | Notes |
|---|---|---|---|
| Board Service Retainer (non-employee directors) | $35,000 | Through Mar 31, 2025 | In effect for FY 2024 and until Apr 1, 2025 |
| Board Service Retainer (non-employee directors) | $45,000 | From Apr 1, 2025 | Increased per 2025 reassessment |
| Lead Independent Director Retainer | $13,500 | From Apr 1, 2025 | Deming appointed Lead Independent Director on Oct 31, 2025 |
| Committee Member Fee (non-chairs) | $2,500 per committee | From Apr 1, 2025 | Deming serves on Nominating Committee |
| Nominating Committee Chair Retainer | $5,000 | From Apr 1, 2025 | Chair is Bradford; Deming not Chair |
| Audit Committee Chair Retainer | $17,500 | From Apr 1, 2025 | Not applicable to Deming |
| Compensation Committee Chair Retainer | $11,250 | From Apr 1, 2025 | Not applicable to Deming |
| Prior Chair Retainers (Comp/Gov/Nom) | $7,500 | Through Mar 31, 2025 | Legacy rate pre-Apr 2025 |
- Structure: Deming will receive standard compensation and equity awards available to non-employee directors, per his appointment 8-K.
Performance Compensation
| Component | Grant Policy | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Annual grant as determined by Board | Vests in full on 1-year anniversary of grant | None disclosed for director equity; grants are time-based RSUs |
Note: In Sept 2024, the Board shortened vesting on unvested employee RSUs from 3 years to 1 year; director RSUs already vest in one year.
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| Better For You Wellness, Inc. (OTC: BFYW) | Director; Audit Committee member | No PHIO-related transactions disclosed; separate sector (wellness), limited competitive overlap with PHIO’s oncology focus |
| Barramundi Capital LLC (broker-dealer) | President & CEO | Securities roles could present appearance considerations in future capital markets activities; PHIO discloses no related-party transactions with Deming in last two years |
| ID Fund Advisors LLC (RIA) | Senior Advisor | No PHIO-related transactions disclosed |
Expertise & Qualifications
- Deep healthcare finance background: 27+ years at J.P. Morgan with 12 years leading Global Healthcare Investment Banking; extensive M&A and capital markets expertise.
- Governance experience: Audit committee service at BFYW; long-standing higher-ed board leadership (Hobart and William Smith Colleges Chair for nine years).
- PHIO Board rationale: Nominating Committee highlights financial background and significant industry experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David H. Deming | 0 | <1% | As of the Record Date; 4,798,154 shares outstanding |
| Hedging/Pledging | Prohibited | N/A | Company policy prohibits pledging/hedging and margin accounts for directors |
Insider filings:
- Form 3 (Initial Statement of Beneficial Ownership) filed for event date 02/19/2025, upon Board appointment.
- A 2025 Form 4 filing appears on the SEC site (details not summarized here).
Governance Assessment
- Positives
- Independent director with significant healthcare finance expertise; now serves as Lead Independent Director, enhancing independent leadership on the Board.
- Active committee service (Nominating) with clear independence standards; Board/committees meet regularly with disclosed meeting counts.
- Transparent director pay framework, with updated cash retainers as of Apr 1, 2025, and straightforward time-vesting RSUs; no performance metric manipulation risk for director equity.
- No related-party transactions disclosed with Deming; robust prohibitions on pledging/hedging support shareholder alignment.
- Watch items
- Concurrent roles in a broker-dealer and RIA warrant routine monitoring for potential appearance of conflicts if PHIO undertakes capital markets activities, though no related-party dealings are disclosed.
- Joined mid-cycle (Feb 2025); 2024 attendance statistics do not reflect his engagement; monitor post-2025 attendance and contributions as Lead Independent Director.
- Signals
- Cash retainer increase to $45,000 (from $35,000) and introduction of committee member fees may improve director engagement and retention; RSUs continue to vest annually, keeping some equity alignment without short-term performance pressure.
Appendix: Key Events and Dates
- Appointed to PHIO Board and Nominating Committee: Feb 19, 2025 (8-K).
- Appointed Lead Independent Director: Oct 31, 2025 (8-K and press release).
- Director compensation program increases effective: Apr 1, 2025.
- Beneficial ownership as of Record Date: Deming 0 shares (<1%).
- Board/committee meetings (FY 2024): Board 7; Executive sessions 2; Audit 4; Compensation 5; Governance 1; Nominating 1.