Declan Doogan
About Declan Doogan
Declan Doogan, MD (age 73) has served as an independent director of Tenax Therapeutics since February 2021. He is co‑founder and Chief Medical Officer of Juvenescence Ltd.; previously CEO of Portage Biotech, senior R&D leader at Amarin, and Senior Vice President/Head of Worldwide Development at Pfizer. He holds an MD from Glasgow University, is a Fellow of the Royal College of Physicians and the Faculty of Pharmaceutical Medicine, and holds a Doctorate of Science from the University of Kent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Senior Vice President; Head of Worldwide Development | 1982–2007 | Led global drug development across U.S., U.K., Japan |
| Amarin Corporation plc | Head of R&D; Interim CEO; Chief Medical Officer | 2007–2012 | Advanced cardiovascular programs |
| Portage Biotech, Inc. | Chief Executive Officer; Director (current) | CEO 2013–2019; Director current | Immuno‑oncology development leadership |
| Mediqventures Ltd. | Partner (biotech merchant bank) | N/A | Investor in emerging biotech companies |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Juvenescence Ltd. | Co‑founder; Chief Medical Officer | Current (since Nov 2019) | Longevity/aging therapeutics |
| Portage Biotech, Inc. (NASDAQ: PRTG) | Director | Current | Immuno‑oncology company |
| Apterna Ltd. | Director | Current | Private company board |
| Causeway Therapeutics Ltd. | Director | Current | Private company board |
| Biohaven Pharmaceuticals (NYSE: BHVN) | Chairman | Prior | Former chair role |
| Intensity Therapeutics (NASDAQ: INTS) | Director | Prior | Public company board |
| Sosei Group (TSE: 4565) | Director | Prior | Public company board |
| Kleo Pharmaceuticals; Celleron Therapeutics | Director | Prior | Private company boards |
| Harvard School of Public Health; Glasgow University Medical School; Kitasato University | Professorships | Prior | Academic appointments |
Board Governance
- Independence: The Board determined Dr. Doogan is independent under Nasdaq rules .
- Committee assignments (2024–2025): Member, Corporate Governance & Nominating Committee (Chair: Dr. June Almenoff). Not a member of Audit & Compliance or Compensation Committees .
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board/committee meetings except Dr. Michael Davidson. All directors except Dr. Doogan attended the 2024 annual meeting of stockholders .
- Board leadership: Separate Chair (Gerald Proehl) and CEO (Christopher Giordano); all three standing committees consist solely of independent directors; periodic executive sessions of independent directors .
Fixed Compensation
Director compensation program (policy for FY2024):
- Annual director retainer: $45,000; Chair of the Board: $75,000 .
- Committee retainers: Audit member $7,500 (Chair $15,000); Compensation member $5,000 (Chair $10,000); Corporate Governance & Nominating member $3,500 (Chair $7,000) .
- Equity: If shares available under the 2022 Plan, annual grant of 63 stock options (79 in initial year), vesting after one year; 10‑year term; granted at the annual meeting date .
- Reimbursement of reasonable travel expenses .
2024 actual compensation for Dr. Doogan (non‑employee director):
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $48,500 |
| Option Awards (grant‑date fair value) | $518,000 |
| Total | $566,500 |
Notes:
- Equity grants to non‑employee directors were made in December 2024 after stockholders increased the 2022 Plan share pool; the Board (with compensation consultant Anderson Pay Advisors) adjusted equity to “more appropriate levels” given long service and lack of awards since 2022 .
Performance Compensation
Option awards and structure:
| Feature | Details |
|---|---|
| Annual director option grant | 63 options (79 in initial year), 1‑year cliff vest, 10‑year term |
| 2024 timing | Director equity grants made in December 2024 following share pool increase |
| Doogan 2024 option value | $518,000 grant‑date fair value |
| Options outstanding (12/31/2024) | 100,008 options outstanding for Dr. Doogan (as for other non‑employee directors) |
Other Directorships & Interlocks
- Public boards: Portage Biotech (PRTG); prior: Biohaven (BHVN), Intensity Therapeutics (INTS), Sosei (4565.T) .
- The 2025 proxy discloses no related-party transactions involving Dr. Doogan; August 2024 private placement participation was by two other directors (Davidson and Proehl), not Doogan .
Expertise & Qualifications
- 30+ years in global pharma/biotech R&D leadership (Pfizer, Amarin); CEO and investor experience (Portage, Mediqventures); medical degree (Glasgow); fellowships (RCP, Faculty of Pharmaceutical Medicine); DSc (University of Kent); professorships at Harvard, Glasgow, Kitasato .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Declan Doogan, MD | 2,282 | <1% | Includes 8 shares underlying options vesting within 60 days of 4/14/2025 |
Additional alignment and policy considerations:
- Options outstanding: 100,008 as of 12/31/2024 (director options) .
- Hedging/pledging: The company does not currently prohibit directors from hedging or pledging company securities; no specific pledges by Dr. Doogan are disclosed in the proxy .
Say‑on‑Pay & Shareholder Feedback
| Proposal (June 11, 2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (2024 NEO compensation) | 2,435,043 | 30,284 | 20,722 | 527,090 |
| Say‑on‑Frequency (advisory) | 1 Year: 616,373 | 2 Years: 1,825,717 | 3 Years: 21,046 | Abstain: 22,913; BNV: 527,090 |
Director election support (signal of confidence):
- Dr. Doogan received 2,470,868 “For” votes vs. 15,181 “Withheld”; 527,090 broker non‑votes .
Governance Assessment
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Strengths
- Independence and relevant expertise: Extensive global drug development leadership aligns with Tenax’s clinical-stage focus. Independent status with service on the Corporate Governance & Nominating Committee supports board refreshment/oversight .
- Shareholder support: Strong re‑election margins and comfortable Say‑on‑Pay approval indicate current investor confidence in governance and pay programs .
- Committees entirely independent; periodic executive sessions enhance oversight .
-
Watch items / RED FLAGS
- Annual meeting absence: All directors except Dr. Doogan attended the 2024 annual meeting—an investor‑relations optics issue even though attendance at Board/committee meetings was ≥75% (only Dr. Davidson was below) .
- Hedging/pledging policy: Company does not prohibit hedging or pledging of company stock by directors, which many governance frameworks discourage due to alignment concerns .
- Equity-heavy director pay in 2024: Large “catch‑up” option grants ($518,000 value) awarded in December 2024 to non‑employee directors, including Dr. Doogan; while justified by lack of prior awards, investors may scrutinize scale/timing relative to micro‑cap context .
-
Related‑Party/Conflicts
- No related‑party transactions disclosed for Dr. Doogan; 2024 private placement participation involved other directors (Davidson, Proehl) .
-
Compensation committee process
- Use of independent consultant (Anderson Pay Advisors) in 2024 for both executive and director compensation; committees retain authority over director pay; supports process rigor .
-
Overall implication
- Dr. Doogan brings deep clinical and R&D governance value and is appropriately placed on the Governance & Nominating Committee. Key investor‑confidence risks are limited to annual meeting absence and company‑level hedging/pledging permissions rather than individual conflicts. Director equity quantum in 2024 merits monitoring for future calibration .