Wladimir Hogenhuis

About Wladimir Hogenhuis

Wladimir Hogenhuis, M.D., MBA, is an independent director of Rezolute, Inc. (RZLT), age 61 as of September 22, 2025, appointed to the board on March 2, 2021. He holds an M.D. (cum laude) from the University of Leiden and an MBA from the Wharton School; current roles include CEO of Akodio Therapeutics, with prior senior leadership at Ultragenyx (COO), GlaxoSmithKline (SVP Global Franchise Head, Specialty Pharma, 2012–2018), and Merck (1994–2012). The board classifies him as independent under Nasdaq Rule 5605(a)(2), and he has been designated an audit committee financial expert.

Past Roles

External Roles

Board Governance

• Committee memberships (as of June 30, 2025): Audit, Compensation, and Nominating & Governance; Compensation Committee Chair since July 1, 2022. He remained a member of Audit and Nominating & Governance after July 1, 2025, with Compensation Committee composition updated to include Harris and Kreher while he continued as Chair.
• Independence: Independent director under Nasdaq Rule 5605(a)(2); Board determined Hogenhuis is an audit committee financial expert.
• Attendance: Board held 4 meetings in FY ended June 30, 2025; Audit 4, Compensation 3, Nominating & Governance 3. Each director, including Hogenhuis, attended at least 75% of Board and committee meetings served.
• Compensation Committee practices: Meets at least annually; may use independent compensation consultants and competitive data; can delegate to subcommittees of independent directors; held 3 meetings in FY 2025.

Fixed Compensation

Notes:

• Directors are reimbursed for reasonable travel expenses.
• CEO/Acting Chair receives no additional director fees; included here for context, not applicable to Hogenhuis.

Performance Compensation

Director equity awards (time-based vesting; no performance metrics disclosed for director grants).

Outstanding director equity as of June 30, 2025:

Policy safeguards:

• Repricing: 2021 Equity Plan prohibits repricing of options/SARs without stockholder approval.
• Clawback: Compensation Recovery Policy compliant with SEC/Nasdaq; recovery of incentive compensation upon financial restatement (3-year lookback). Equity awards subject to clawback/recoupment under plan and applicable laws/exchange rules.

Other Directorships & Interlocks

Board observer context:

• Handok Inc. has a board observer (So-Hyun Kwon) and is a significant stockholder; recent private placements included Handok participation. No disclosure of Hogenhuis-related transactions.

Expertise & Qualifications

• Degrees: M.D. (cum laude), University of Leiden; MBA, Wharton School.
• Industry: Deep biopharma operating experience (rare disease, specialty pharma), global P&L management; prior COO (Ultragenyx), SVP global franchise (GSK), Merck leadership across U.S./China/Europe.
• Governance: Audit committee financial expert designation; Compensation Committee Chair.

Equity Ownership

Policies affecting alignment:

• Hedging/short sales/options trading prohibited; pledging generally prohibited except in limited circumstances with Audit Committee pre-approval; margin accounts prohibited.

Section 16 compliance:

• Company disclosed late Form 4 filings for two other insiders in FY 2025; no late filings disclosed for Hogenhuis.

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert status; multi-committee presence and Compensation Chair indicate material governance influence.
  • High shareholder support in recent say-on-pay votes suggests positive investor sentiment towards compensation oversight (2024 votes for: 26,684,240; against: 225,756; 2025 votes for: 36,519,454; against: 56,680).
  • Equity awards are time-based with explicit vesting schedules; plan prohibits repricing without stockholder approval and includes clawback/recoupment provisions.

• Watch items:

  • Board leadership concentration: CEO serves as Acting Chair; Board states flexibility but combined roles merit monitoring for independent oversight balance.
  • Attendance disclosure is at “≥75%” threshold; exact attendance rates per director are not provided—adequate but not exemplary transparency.
  • Significant stockholder (Handok) with board observer; while no Hogenhuis-related transactions are disclosed, ongoing related-party oversight by the Audit Committee is critical.

Director Compensation (Detail)

Cash breakdown:

• Board member fee: $45,000; Compensation Committee Chair: $11,000; Audit Committee member: $10,000; Nominating & Governance member: $7,000.

Say-on-Pay & Shareholder Feedback

Notes:

• Company discloses Clawback Policy adoption and enforcement aligned with SEC/Nasdaq, and shareholders approved an equity plan amendment reflecting the incentive compensation recovery policy in 2024.

Related-Party Transactions & Conflicts

• Oversight: Audit Committee pre-approves all related-party transactions and reviews conflicts; transactions taken to Board for approval/ratification with remedial actions where needed.
• Disclosures: 2024/2025 financings included investments by Handok and one director (Kreher); no related-party transactions disclosed involving Hogenhuis.

RED FLAGS: None disclosed specific to Hogenhuis (no related-party transactions, no Section 16 late filings, no hedging/pledging exceptions noted). Ongoing monitoring warranted given Board observer from a significant stockholder and combined CEO/Chair structure.