Kyle Guse, Esq., MBA, CPA
PLUS THERAPEUTICSAbout Kyle Guse, Esq., MBA, CPA
Independent director appointed April 18, 2025; age 61; Audit Committee Chair and Compensation Committee member at Plus Therapeutics (PSTV). Currently Chief Legal Officer of DDC Enterprise Ltd. (NYSE American: DDC); formerly CFO, General Counsel and Secretary of Atossa Therapeutics (Nasdaq: ATOS) and partner at Baker Botts, McDermott Will & Emery, and Heller Ehrman; began career as an accountant at Deloitte; inactive CPA and member of the bars of California and Washington; B.S. and MBA from California State University–Sacramento and J.D. from Santa Clara University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atossa Therapeutics, Inc. | Chief Financial Officer, General Counsel & Secretary | Jan 2013 – May 2023 | Corporate finance, capital markets, governance, M&A focus |
| Baker Botts LLP | Partner | Jan 2012 – Jan 2013 | Corporate/transactions |
| McDermott Will & Emery LLP | Partner | Oct 2007 – Jan 2012 | Corporate/transactions |
| Heller Ehrman LLP | Partner | Not disclosed | Corporate/transactions |
| Deloitte | Accountant | Early career (dates not disclosed) | Accounting and audit foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DDC Enterprise Ltd. (NYSE American: DDC) | Chief Legal Officer | Sep 2023 – present | International consumer foods; legal leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee not a member .
- Financial expert: Board designated Guse as the Audit Committee “financial expert” under SEC rules .
- Independence: Board determined he is independent under Nasdaq and SEC standards .
- Board/committee attendance: The Board held 8 meetings in 2024; all directors met ≥75% attendance for Board/committee meetings; independent directors held executive sessions at every regular Board and committee meeting (four executive sessions in 2024) .
- Board leadership and practices: Independent Chairman; majority independent board and fully independent committees; anti-hedging/anti-pledging policy prohibits short sales, derivatives, and pledging by directors; executive sessions at each regular meeting .
- Auditor oversight context: Company dismissed BDO on July 16, 2025 and engaged CBIZ; prior material weakness in ICFR (grant revenue accounting) existed as of year-end 2023; no disagreements reported with BDO .
Fixed Compensation
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Board of Directors – Service Retainer | $40,000 | Non-employee directors |
| Board Chair – Additional Retainer | $37,500 | For Board Chair |
| Audit Committee – Member Retainer | $7,500 | Committee service |
| Audit Committee – Chair Additional Retainer | $27,500 | For Audit Chair |
| Compensation Committee – Member Retainer | $5,000 | Committee service |
| Compensation Committee – Chair Additional Retainer | $15,000 | For Comp Chair |
| Nominating & Corporate Governance – Member Retainer | $5,000 | Committee service |
| Nominating & Corporate Governance – Chair Additional Retainer | $10,000 | For Nominating Chair |
- 2024 director compensation levels expected to remain the same in 2025; Guse eligible for director compensation consistent with non-employee directors upon appointment .
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting/Terms |
|---|---|---|---|
| Non-employee director stock options | Feb 22, 2024 | 2,250 options per director | Service-based; standard director equity |
| Non-employee director stock options | Sep 11, 2024 | 3,650 options per director | Service-based; standard director equity |
- No performance metrics (TSR, EBITDA, ESG) are disclosed for director equity; awards are service-based options with standard vesting; the Company uses options to align interests with shareholders .
Other Directorships & Interlocks
- Public company boards: None disclosed for Guse beyond PSTV .
- Transactions/related-party exposure: Company reports no transactions requiring disclosure under Item 404(a) involving Guse; his appointment had no arrangement/understanding with any person .
Expertise & Qualifications
- Designated audit committee financial expert; deep corporate finance, capital markets, governance, and M&A experience; inactive CPA; legal credentials (Esq.) and MBA; bar memberships in CA and WA .
- Board criteria emphasize diversity of background, governance, financial reporting, and risk oversight; Guse’s background aligns with these criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Kyle Guse | 0 | <1% |
- Beneficial ownership as of June 18, 2025; Company policy prohibits hedging and pledging of Company securities by directors .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; no related-party transactions; strong governance practices (independent Chairman, executive sessions, anti-hedging/anti-pledging) .
- Watch items and implications:
- Ownership alignment: No disclosed share ownership by Guse as of June 18, 2025; while typical for new appointees, low ownership may limit immediate “skin-in-the-game” alignment until equity grants accrue .
- ICFR remediation: Prior material weakness (2023) and auditor change in July 2025 put added importance on Audit Committee rigor under Guse’s chairship; investors should monitor remediation progress and disclosures .
- Capital structure/dilution overhang: Company pursued substantial warrant programs, authorized share increases, and reverse split flexibility, and a Lincoln Park equity purchase agreement; while not specific to Guse, board oversight of dilution risk and financing terms is critical for investor confidence .
- Net view: Guse’s credentials and independence support board effectiveness in audit and compensation oversight; near-term investor confidence will hinge on transparent ICFR remediation, conservative use of dilutive instruments, and alignment via director equity accumulation over time .