Douglas Calder
About Douglas Calder
Douglas W. Calder, age 58, is an independent director of RENB and Chair of the Nominating & Corporate Governance Committee; he also serves on the Audit and Compensation Committees . He was appointed to the RENB Board on October 14, 2024 and nominated for election on October 12, 2025 to serve until the 2026 annual meeting . The Board determined Calder is independent under Nasdaq rules . Calder holds a BA from Florida State University and has 30+ years of life sciences executive experience, including roles at Viragen, Accentia Biopharmaceuticals, Biovest International, and the Vaccine & Gene Therapy Institute of Florida; he previously was a registered financial portfolio manager at Gruntal & Co. and Dean Witter Reynolds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vycellix, Inc. | President and Director | Since 2015 | Leadership in cell therapy platform company |
| Viragen; Accentia Biopharmaceuticals; Biovest International; VGTI Florida | Senior executive roles | Various (30+ years career) | Biotech operations and strategy |
| Gruntal & Co.; Dean Witter Reynolds | Registered financial portfolio manager (life sciences focus) | Prior career | Capital markets expertise |
External Roles
| Company/Organization | Position | Since | Ticker/Type | Notes |
|---|---|---|---|---|
| Zevra Therapeutics, Inc. | Director | April 2023 | Nasdaq: ZVRA | Elected at 2023 annual meeting ; background noted in RENB 8-K |
| NextGenNK | Board member | June 2019 | Consortium | Immunotherapy network role |
| BioFlorida | Board member or special advisor | January 2019 | Non-profit | Florida life sciences ecosystem |
| Society for Natural Immunity | Member | July 2018 | Society | Immunology network |
Board Governance
- Independence: Calder is an “independent director” per Nasdaq rules .
- Board leadership: Chairman of the Board is currently vacant .
| Committee/Body | Role | FY Ended 6/30/2025 Meetings | Attendance/Action |
|---|---|---|---|
| Audit Committee | Member | 4 | All members attended each meeting |
| Compensation Committee | Member | 2 | Committee met 2 times; acted by written consent 0 times |
| Nominating & Corporate Governance | Chair | — | Acted 1 time by written consent |
| Full Board | Director | 15 | Each director attended ≥75% of Board and committee meetings |
- Annual meeting proxy: Calder appointed as a proxy for voting at the October 31, 2025 Annual Meeting .
Fixed Compensation
| Compensation Element | RENB Director Program Value |
|---|---|
| Retainer – Board Chair | $100,000 |
| Retainer – Board Members | $60,000 |
| Audit Committee Chair Fee | $15,000 |
| Compensation Committee Chair Fee | $10,000 |
| Nominating Committee Chair Fee | $10,000 |
| Audit Committee Member Fee | $7,500 |
| Compensation Committee Member Fee | $5,000 |
| Nominating Committee Member Fee | $4,000 |
| Director (FY ended 6/30/2025) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Douglas Calder | 59,808 | — | 63,508 | — | 134,808 |
Performance Compensation
| Plan Feature / Metric Control | Detail |
|---|---|
| Annual Director Options | Directors are awarded annual options valued at $75,000 |
| Typical Director/SAB Vesting | One-year vesting for Board and Scientific Advisory Board option grants (36,290 options granted in FY2025 across these groups) |
| No Repricing Without Shareholder Approval | Stock options cannot be repriced or exchanged for lower-priced options/cash without stockholder approval, except in corporate transactions |
| Option Pricing and Term | Exercise price ≥ 100% FMV at grant (110% for 10% owners under ISO rules); max term 10 years (5 years for certain ISOs) |
| Share Authorization | 3,476,722 shares authorized under Amended Incentive Plan |
| Performance Awards Availability | Plan provides for performance awards; Committee may establish performance goals and certify achievement |
| Clawback Policy | Incentive compensation subject to recovery upon accounting restatement; policy adopted by RENB |
| Anti-Hedging/Anti-Pledging | Insider Trading Policy includes anti-hedging and anti-pledging provisions |
| Enforcement Example | Board directed clawback/cancellation of CFO options granted Nov 4, 2024 pursuant to clawback policy (vesting canceled) |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Public company interlock | Director at Zevra Therapeutics (ZVRA) |
| Private/non-profit boards | NextGenNK, BioFlorida, Society for Natural Immunity |
| Related party transactions | RENB disclosed related party dealings with Paseco ApS and Laksya Ventures; no Calder-specific related party transactions disclosed |
Expertise & Qualifications
- 30+ years of biotech executive leadership; president/director at Vycellix since 2015 .
- Capital markets experience as a registered portfolio manager at Gruntal & Co. and Dean Witter Reynolds .
- Board experience across biotech and industry organizations (Zevra, NextGenNK, BioFlorida) .
- Academic credential: BA, Florida State University .
Equity Ownership
| Date | Title of Security | Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Oct 3, 2025 | Common Stock | 12,096 | <1% | Included in Directors & Officers table; percentages <1% flagged by issuer |
| Oct 14, 2024 (Form 3) | — | No securities beneficially owned | — | Initial statement of beneficial ownership filed; “No securities are beneficially owned.” |
- Policy posture: Anti-hedging and anti-pledging policies in place .
- Ownership guidelines: Not disclosed in the proxy .
Governance Assessment
- Strengths: Independent director; committee engagement as Chair of Nominating & Corporate Governance and member of Audit and Compensation; Audit Committee held 4 meetings with full attendance; Board met 15 times with ≥75% attendance per director . Compensation governance includes clawback policy and anti-hedging/pledging; plan prohibits option repricing without shareholder approval .
- Alignment: Calder received $59,808 cash fees and $63,508 in option award fair value in FY2025; annual director options targeted at $75,000 support equity alignment, with typical one-year vesting for Board grants .
- Potential risks and monitoring points: RENB’s history includes option repricing in 2024 for employees/consultants (not directors) which is generally shareholder-unfriendly; however, current plan disallows repricing without stockholder approval, reducing risk going forward . No Calder-specific related party transactions disclosed; maintain oversight given his multiple external roles in life sciences .