James McNulty
About James A. McNulty
Independent director (age 75) with four decades of finance and biopharma operating experience; licensed CPA since 1975 and 1972 graduate of the University of South Florida . Serves on RENB’s board with confirmed independence under Nasdaq rules; designated Audit Committee Financial Expert by the Board . Current service at RENB dates to at least October 14, 2024 (Form 3 filing), and he is nominated to continue through the 2025–2026 term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioDelivery Sciences International (NASDAQ: BDSI) | CFO | 15 years | Biopharma finance leadership |
| Star Scientific (NASDAQ: STSI) | CFO | 3 years | Corporate finance |
| MYMD Pharmaceuticals (NASDAQ: TNFA) | CEO | 2014–early 2020 | Led company until public listing |
| MIRA Pharmaceuticals, Inc. | CFO | 2020–2023 (pre-IPO) | Pre-IPO financial leadership |
| Telomir Pharmaceuticals (NASDAQ: TELO) | CFO | 2021–2023 (pre-IPO) | Pre-IPO finance |
| Hopkins Capital Group | CFO (venture activities) | Since 2000 | Venture CFO across pharma development |
| Quantum Technology Sciences | Director | 5 years | Board oversight; company acquired |
| MIRALOGX, LLC | CFO | Current | Private IP incubator finance |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Inhibitor Therapeutics, Inc. (OTCQB: INTI) | Interim CFO, Treasurer, Secretary | Current since 2022 | Current public-company officer; signatory on 2025 10-K |
| CV Sciences, Inc. (OTC: CVSI) | Lead Director; Audit Committee Chair | 5 years (prior) | Audit leadership |
| Perfect Golf Event, LLC | Partner | Current | Private business activity |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined McNulty is independent under Nasdaq rules |
| Committee assignments | Audit Committee: Chair; Compensation Committee: Chair; Nominating & Corporate Governance Committee: Member |
| Financial expertise | Board-designated “audit committee financial expert” |
| Board attendance | FY ended June 30, 2025: Board met 15 times; each director attended ≥75% of Board/committee meetings |
| Committee activity | Audit: 4 meetings, full attendance; Compensation: 2 meetings; Nominating: 1 action by written consent |
| Board leadership | Chairman role currently vacant; CEO and Chair roles separated historically |
| Clawback and insider policies | Company has incentive-compensation clawback and anti-hedging/anti-pledging policies |
Fixed Compensation
| Component | Amount |
|---|---|
| FY2025 Fees Earned (Cash) | $63,650 |
| FY2025 Option Awards (ASC 718 fair value) | $63,508 |
| FY2025 Total | $138,650 |
| Program elements (as of proxy date) | Board Member Retainer: $60,000; Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $10,000; Audit Member: $7,500; Compensation Member: $5,000; Nominating Member: $4,000 |
Performance Compensation
| Equity Award Element | Detail |
|---|---|
| Annual director equity | Directors are awarded annual stock options valued at $75,000 (fair value basis) |
| Individual award (Form 4) | 120,968 options awarded on 2024-11-04; price $0.62; post-transaction ownership 120,968 options |
| Vesting and dividends | Minimum 1-year vesting (limited exceptions); no dividends/dividend equivalents paid before vesting; awards subject to clawback |
| Repricing protection | Amended plan prohibits repricing of options/SARs without stockholder approval |
Performance metric table (director-specific): Not disclosed—director option awards appear time-based without explicit performance metric targets in the proxy .
Other Directorships & Interlocks
| Company | Relationship to RENB | Interlock/Conflict Consideration |
|---|---|---|
| Inhibitor Therapeutics (INTI) | None disclosed | Concurrent public-company officer role; Board affirmed independence at RENB |
| CV Sciences (CVSI) | None disclosed | Prior board role/audit chair; no RENB transactions disclosed with CVSI |
| Other biotech roles (MYMD, TELO, MIRA, BDSI) | Sector overlap | No RENB related-party dealings with these entities disclosed; audit oversight remains with McNulty – |
Expertise & Qualifications
- Licensed CPA with extensive audit, forensic testimony, and biopharma CFO experience; Board-designated financial expert .
- Deep operating experience across public and private biopharma, including IPO preparation and capital markets .
- Governance capability evidenced by prior Lead Director/Audit Chair service and current leadership of RENB’s Audit and Compensation Committees –.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| James A. McNulty | 12,096 | <1% |
Policy signals:
- Anti-hedging and anti-pledging policy in place; no pledging disclosed for McNulty .
- Beneficial ownership table compiled as of Oct 3, 2025; total shares outstanding 23,178,153 .
Insider trades (Form 4/3):
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-11-06 | 2024-11-04 | A (Award) | Options to purchase common stock | 120,968 | $0.62 | 120,968 | |
| 2024-10-23 | 2024-10-14 | Form 3 (Initial) | — | — | — | — |
Governance Assessment
Key findings:
- Committee leadership concentration: McNulty chairs both Audit and Compensation, and serves on Nominating—centralizes governance oversight in one independent director with audit expertise, which can be positive for control but warrants monitoring of workload and independence robustness –.
- Attendance and engagement: Board met 15 times; each director met at least the 75% threshold; Audit met 4 times with full attendance, indicating engagement consistency .
- Incentive plan governance strengthened: Amended plan adds evergreen reserve and clarifies anti-repricing, minimum vesting, and dividend deferral—reduces shareholder risk from award modifications; clawback policy in place .
- Related-party exposure: Company engaged in multiple debt and consulting transactions with shareholder-affiliated entities (Paseco ApS, Laksya Ventures, RS Bio/Rene Sindlev) in 2023–2025; as Audit Chair, McNulty oversees related-party review processes—no disclosures link him personally to these transactions, but concentration of such dealings is a governance risk to monitor –.
- Director pay mix: Balanced cash and equity; FY2025 cash $63.7k and options $63.5k (total $138.7k), with standardized retainers/chair fees; annual option grants align director incentives with equity value, though no performance metrics disclosed for director awards .
RED FLAGS and monitoring items:
- Extensive related-party financing and consulting with major shareholders; ensure robust Audit Committee oversight and timely disclosure—continued use amplifies conflict risk perception –.
- Historic option repricing (Feb 13, 2024) for employees/consultants incurred significant expense; while amended plan now prohibits repricing without stockholder approval, prior action is a cautionary signal .
- Role load: Concurrent public-company officer position at INTI may introduce time-allocation risk; independence at RENB affirmed, but monitoring for any cross-entity transactions remains prudent .
Director compensation structure signals:
- Cash vs equity: Annual equity option awards ($75k target value) plus cash retainers suggest alignment with shareholder outcomes; absence of explicit performance metrics for director equity keeps awards primarily time-based .
- Governance controls: Minimum vesting, clawback, and dividend deferral mitigate short-term windfalls; anti-hedging/pledging supports alignment .
Overall implication: McNulty’s deep audit/biopharma credentials and committee leadership strengthen board effectiveness; however, RENB’s notable related-party transaction footprint elevates governance risk perception, placing added importance on Audit Committee rigor under McNulty’s chairmanship – –.