Holger Weis
About Holger Weis
Holger Weis (62) is an independent director and Chair of the Board at Alaunos Therapeutics (TCRT), serving on the Board since 2020 and appointed Chair on September 22, 2023 . He is a CPA with a BBA in Accounting from the University of Georgia and has held senior finance and operating roles across life sciences and consulting, including COO/CFO/President at DemeRx and Senior Manager at Ernst & Young . During 2024, Alaunos’ “value of $100 investment” metric ended at $3.66 (reflecting stock drawdown versus prior years) and the company reported a net loss of approximately $4.68 million*, underscoring a challenged operating backdrop during his board tenure (net loss FY2024: $4.679 million*).
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DemeRx, Inc. | COO & CFO; President | 2011–2017 (COO/CFO); 2014–2017 (President) | Led finance and operations at a clinical-stage pharma focused on non-addictive addiction treatments . |
| EnSA Holdings, LLC | Chief Financial Officer | 2010–2011 | CFO for sustainable agriculture tech company . |
| NovaVision, Inc. | VP & CFO; Secretary & Treasurer | 2006–2010 | Senior finance leader at vision restoration company . |
| GMP Companies, Inc. | CFO & Treasurer | 2000–2005 | Finance leadership for medtech and pharma commercialization platform . |
| Ernst & Young | Senior Manager | 1986–2000 | Audit/consulting leadership; co-authored scientific papers; inventor on patents . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Weis Advisors, Inc. | Principal | 2018–Present | Life sciences consulting firm . |
| Jupiter NeuroSciences, Inc. | Director | Not disclosed | Current public-company board service . |
Fixed Compensation (Director)
- Structure (2024 policy): $50,000 annual cash retainer; additional cash for committee roles (Audit Chair $20,000 / Member $12,000; Compensation Chair $15,000 / Member $9,000; Nominating Chair $10,000 / Member $6,000); Board Chair receives an additional $30,000 cash retainer .
- 2024 Earned (Weis): $109,000 fees earned; $23,090 option award expense (ASC 718); total $132,090 .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees earned or paid in cash | $109,000 |
| Option awards (expense) | $23,090 |
| Total | $132,090 |
Performance Compensation (Director Equity and Vesting)
- Annual director equity: Options to purchase 1,280 shares at each annual election; Board Chair receives an additional 640-share option; vests monthly over 12 months .
- Initial director grant: Options to purchase 2,560 shares upon joining the Board; vests monthly over 36 months .
- Repricing and evergreen: Plan prohibits option repricing without shareholder approval; no “evergreen” share increases .
- Clawback: Awards subject to clawback per SEC/Nasdaq rules and company policy .
| Equity Award Type | Grant Size | Vesting | Governance Terms |
|---|---|---|---|
| Initial non-employee director option | 2,560 shares | 1/36 monthly | No repricing without shareholder approval; no evergreen; clawback applies . |
| Annual non-employee director option | 1,280 shares (Chair: +640) | 1/12 monthly | Same as above . |
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 30, 2025): 1,068 common shares (self) + 127 (spouse) + 16 (children) + 4,912 options exercisable within 60 days; total 6,123; <1% of shares outstanding .
- Anti-hedging/pledging: Company policy prohibits short sales, options, hedging, and pledging by executives/directors .
- Section 16 compliance: Company reported no delinquent Section 16(a) filings in 2024 .
- Change-in-control treatment: If awards are not assumed/continued, unvested awards accelerate at 100% target for performance awards; options/SARs may be cashed out or terminated at transaction close .
| Ownership Detail | Amount |
|---|---|
| Shares held by Weis | 1,068 |
| Spouse-held shares | 127 |
| Children’s shares | 16 |
| Options exercisable ≤60 days | 4,912 |
| Total beneficial ownership | 6,123 |
| % of common stock outstanding | <1% |
Employment Terms (Board Service and Governance)
- Board service: Director since 2020; appointed Chair on Sept 22, 2023; independent director .
- Committee roles (2024): Audit Committee Chair; Compensation Committee member; not on Nominating .
- Attendance (2024): Each current director attended at least 90% of Board/committee meetings; Board met 19 times in 2024 .
- Board structure: Chair separate from CEO to reinforce oversight independence .
- Compensation consultant: Pearl Meyer engaged in 2024; determined independent; advised on exec and director pay .
| Governance Attribute | Status |
|---|---|
| Independence | Independent (Nasdaq Rule 5605) |
| Board Chair | Yes (since 9/22/2023) |
| Audit Committee | Chair |
| Compensation Committee | Member |
| Nominating/Governance | Not a member |
| Director attendance 2024 | ≥90% |
Performance & Track Record (Company context during Weis’ tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (year-end) | $5.79 | $2.78 | $3.66 |
| Net Income (Loss) (USD, mm) | $(37.73)* | $(35.14)* | $(4.679)* |
| Values marked with * retrieved from S&P Global. |
Additional context: In Aug 2023, the company reprioritized strategy, wound down its TCR-T trial, reduced workforce by ~95%, and engaged Cantor to explore strategic alternatives (merger, asset sale, financing), activities that continued through 2024–2025 .
Director Compensation Analysis (Alignment and Risks)
- Mix: Director pay is majority cash retainer supplemented by time-vested options; no performance-based metrics for directors (typical for micro-cap biotech governance) .
- Equity plan safeguards: No repricing without shareholder approval; no evergreen; dividend equivalents only after vesting; clawbacks applicable; change-in-control clarity .
- Selling pressure: Anti-hedging/pledging policy reduces forced-sale/pledge risk; no delinquent insider reporting noted .
Board Governance (Dual-role implications)
- Weis is simultaneously Board Chair and Audit Committee Chair, and sits on the Compensation Committee . While he is independent, combining Board leadership with audit chair responsibilities concentrates oversight in a single director; best practice often favors distributing these roles (e.g., a different audit chair) to diversify oversight and mitigate key-person risk .
Investment Implications
- Alignment: Weis’ compensation structure relies on time-vested options and cash retainers; absence of performance-linked director equity is standard but provides limited direct pay-for-performance linkage at the board level .
- Governance risk: Concurrent service as Chair and Audit Chair centralizes control; consider engagement on separating the audit chair role to enhance checks and balances .
- Trading/pledging risk: Company’s strict prohibitions on hedging/pledging reduce downside from margin calls or derivative strategies and support long-term alignment .
- Strategic/operational overhang: Ongoing strategic alternatives and prior 95% workforce reduction indicate elevated execution risk and potential dilution from future financings; board oversight continuity (Weis as Chair) is a key monitoring point for investors .