Louis Gleckel
About Louis Gleckel
Independent director since June 2009; age 68 as of May 2024. Board service anchored by medical and operating experience: co‑founder of ProHealth Care Associates (1997), Division Chief of Cardiology/Internal Medicine (Preventative Cardiology, Metabolic Syndrome) and long‑time team physician for the New York Jets and New York Islanders; previously Chairman of Invicta Corporation until February 2005 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invicta Corporation | Chairman of the Board | ~4 years; resigned Feb 2005 | Oversight at development-stage manufacturer of photochromic lenses |
| ProPhase Labs Board | Independent Director | Since June 2009 | See governance section below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProHealth Care Associates (NY) | Co‑founder; Division Chief of Cardiology & Internal Medicine | Since 1997 | Preventative Cardiology, Metabolic Syndrome focus |
| New York Jets; New York Islanders; US Open Tennis | Team physician | Over 10 years | Sports medicine engagements |
Board Governance
- Independence: Affirmed independent under Nasdaq rules; one of three independent nominees in 2024 .
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Attendance: Board met 9 times in 2023; each director attended >75% of Board and committee meetings; independent directors held 5 executive sessions .
- Leadership: CEO also serves as Chair; no Lead Independent Director designated .
| Governance Metric | Status | Source |
|---|---|---|
| Independence | Independent director | |
| Committees | Audit (member); Compensation (member); Nominating (Chair) | |
| Board Meetings (2023) | 9 total; >75% attendance; 5 independent sessions | |
| Lead Independent Director | Not appointed |
Fixed Compensation
| Component | 2023 Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Paid in quarterly installments |
| Committee membership fees | Not disclosed | No separate fees disclosed |
| Committee chair fees | Not disclosed | No separate fees disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Total 2023 director compensation (cash + options) | $223,000 | $35,000 cash + $188,000 grant-date fair value of options |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Exercise/Strike Price | Vesting | Fair Value/Notes |
|---|---|---|---|---|---|
| Stock option (Director grant) | Jun 16, 2023 | 40,000 | $7.31 | Vests 10,000 quarterly over 1 year | Granted under Directors’ Plan |
| Stock option (Form 4 award) | Mar 17, 2024 | 70,000 | $6.00 | Not disclosed | Form 4 award; post‑txn derivative holdings 70,000 |
| Stock option (Form 4 award) | Feb 14, 2025 | 100,000 | $0.60 | Not disclosed | Form 4 award; post‑txn derivative holdings 100,000 |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; awards are service‑based options under the directors’ plan .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Interlocks/Conflicts |
|---|---|---|---|
| Invicta Corporation | Chairman | Prior (ended 2005) | None disclosed with PRPH |
| Other public boards | — | None disclosed | None disclosed |
Expertise & Qualifications
- Medical/clinical leadership: Preventative Cardiology, Internal Medicine; Division Chief and multi‑site practice management .
- Sports medicine engagements with major franchises (NY Jets, NY Islanders; US Open) .
- Prior board chair experience at a product manufacturer (Invicta Corporation) .
Equity Ownership
| As‑of Date | Beneficial Ownership (shares) | % of Class | Included Derivatives |
|---|---|---|---|
| May 13, 2024 | 383,840 | 2.0% | Includes options to purchase 280,000 shares vested or vesting within 60 days |
| Apr 29, 2025 | 436,340 | 1.0% | Includes options to purchase 332,500 shares vested or vesting within 60 days; class size 41,879,017 shares |
Insider Trading Policy prohibits short‑term trading, margin purchases, short sales, and options trading other than Company‑granted options; pledging restrictions are referenced, but no pledges by Dr. Gleckel are disclosed .
Insider Trades (Form 4 Summary)
| Filing Date | Transaction Date | Type | Quantity | Price | Security | Post‑Txn Derivative Holdings | SEC Link |
|---|---|---|---|---|---|---|---|
| Jun 21, 2023 | Jun 19, 2023 | Award (Option) | 40,000 | $7.31 | Option (right to buy) | 40,000 | |
| Jun 22, 2023 | Jun 16, 2023 | Award (Option; amendment) | 40,000 | $7.31 | Option (right to buy) | 40,000 | |
| Mar 19, 2024 | Mar 17, 2024 | Award (Option) | 70,000 | $6.00 | Option (right to buy) | 70,000 | |
| Feb 18, 2025 | Feb 14, 2025 | Award (Option) | 100,000 | $0.60 | Option (right to buy) | 100,000 |
Governance Assessment
- Board effectiveness: Positive indicators include multi‑committee service and chairing Nominating & Corporate Governance; independence affirmed; attendance thresholds met; independent executive sessions held .
- Alignment: Material equity exposure through vested/near‑vested options and beneficial ownership; director cash retainer is modest relative to option awards, which aligns upside with shareholders but adds dilution risk at low strike grants (notably 2025) .
- Potential conflicts/related‑party exposure: No related‑party transactions disclosed for Dr. Gleckel; broader company‑level related party noted for CEO’s son employment, approved by Compensation and Audit Committees (board‑level oversight mitigant) .
- RED FLAGS:
- No Lead Independent Director; CEO serves as Chair, which can weaken independent oversight .
- Company pursuing significant charter changes (digital assets, tokenized issuance up to 4.99%, split authorization) and operating under Nasdaq minimum bid‑price pressure—heightened governance/strategic risk context for board oversight .
- Director compensation heavily equity‑weighted; recent options at very low strikes may amplify dilution if exercised post corporate actions .
Say‑on‑Pay & Shareholder Feedback
- 2022 say‑on‑pay “overwhelmingly approved”; frequency set to triennial with next advisory vote planned for 2025 .
Compensation Committee Analysis
- Committee composition: Barr (Chair in 2023), Gleckel, Hirsch; anticipated transition to McBrier as Chair upon her election in 2024; authority to engage consultants (no specific consultant disclosed) .
- Philosophy: Mix of fixed pay and discretionary bonuses for executives; directors compensated via fixed retainer and annual option grants under the 2022 Directors’ Plan .
Related Party Transactions
- None disclosed for Dr. Gleckel. The Audit Committee oversees and must pre‑approve related‑party transactions; disclosure includes CEO’s son compensation; no loans or director‑specific RPTs reported .
Equity Compensation Plan Information (Context)
- Directors’ equity grants issued under the Amended and Restated 2022 Directors’ Equity Compensation Plan; as of Dec 31, 2023, directors had 665,126 options outstanding under this plan; 210,000 shares available for future issuance .
Notes on Company Risk Context (for governance monitoring)
- Special meeting proposals include charter amendments for digital asset activities, creation of “Digital Treasury Shares,” authorization for tokenized security issuance up to 4.99%, reverse/forward split authority, and conditional increase of authorized shares tied to financing obligations; Board recommended voting FOR these proposals .
Overall, Louis Gleckel presents as an experienced, independent director with strong committee contributions and meaningful equity alignment; key monitoring items are the absence of a Lead Independent Director, equity‑heavy director pay structure, and heightened company‑level capital markets and charter changes that demand robust independent oversight .