Gerald Proehl
About Gerald T. Proehl
Gerald T. Proehl (age 66) is Chairman of Tenax Therapeutics’ Board and has served as a director since April 2014; he is deemed independent under Nasdaq rules. He is Founder, President, CEO and Chair of Dermata Therapeutics (NASDAQ: DRMA), co-founded Santarus (sold for $2.6B to Salix in 2014), and previously held senior roles at Hoechst Marion Roussel (VP Global Marketing). He holds a B.S. from SUNY Cortland, an M.A. from Wake Forest University, and an MBA from Rockhurst University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santarus, Inc. | Co-Founder; President & CEO; Director | 1999–Jan 2014 (sold to Salix for $2.6B) | Led commercialization; strategic sale |
| Hoechst Marion Roussel (HMR) | Various roles; Vice President of Global Marketing | ~14 years (prior to Santarus) | Global marketing leadership across CNS, cardiovascular, GI |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dermata Therapeutics, Inc. (NASDAQ: DRMA) | Founder, President, CEO, Chair | Since Jun 2015 | Public company leadership |
| Kinetek Sports, Inc. | Director | Current | Board oversight |
| Sophiris Bio Inc. (OTCQB: SPHS) | Former Director | Prior | Governance experience |
| Ritter Pharmaceuticals, Inc. (NASDAQ: RTTR) | Former Director | Prior | Governance experience |
| Auspex Pharmaceuticals, Inc. (NASDAQ: ASPX) | Former Director | Prior | Governance experience |
Board Governance
- Roles: Chairman of the Board; Chair of Compensation Committee; Member of Corporate Governance & Nominating Committee. Audit Committee is composed of Drs. Almenoff and Davidson and Ms. Hunter (Chair). Corporate Governance & Nominating Committee is chaired by Dr. Almenoff .
- Independence: Board determined Proehl is independent under Nasdaq Listing Rules .
- Attendance: Board met six times in 2024; each director attended at least 75% of meetings except Dr. Davidson. All directors except Dr. Doogan attended the 2024 annual meeting (Proehl attended) .
- Board leadership: CEO (Giordano) and separate independent Chair (Proehl); committees composed entirely of independent directors; regular executive sessions cited .
Fixed Compensation
| Component | Policy Amount (USD) | 2024 Actual for Proehl (USD) |
|---|---|---|
| Annual Director Retainer (Chair) | $75,000 | $75,000 (included in fees) |
| Compensation Committee Chair Fee | $10,000 | $10,000 (included in fees) |
| Corporate Governance & Nominating Committee Member Fee | $3,500 | $3,500 (included in fees) |
| Audit Committee Member Fee | $0 (not a member) | $0 |
| Total Cash Fees Earned | — | $88,500 |
Notes: Committee fee schedule per policy; total fees earned for Proehl were $88,500 in 2024 .
Performance Compensation
| Award Type | Grant Timing | Vesting | Term/Exercise | 2024 Grant Fair Value (USD) |
|---|---|---|---|---|
| Non-Employee Director Stock Options | Annual (typically at annual meeting; 2024 grants in Dec after share pool increase) | 100% vest 1 year after grant | 10-year term, issued at grant date | $518,000 |
- Equity pool expansion enabled December 2024 grants to adjust non-employee director compensation after limited grants earlier in 2024 .
Other Directorships & Interlocks
- Current public company board: Dermata Therapeutics (NASDAQ: DRMA) .
- Prior public company boards: Sophiris Bio (OTCQB: SPHS), Ritter Pharmaceuticals (NASDAQ: RTTR), Auspex Pharmaceuticals (NASDAQ: ASPX) .
- No disclosed interlocks with Tenax’s principal suppliers or customers; related-party participation in August 2024 financing noted below .
Expertise & Qualifications
- Long-tenured biopharma operator with commercialization and marketing leadership; led Santarus to $2.6B sale, executive roles across CNS, cardiovascular, GI .
- Governance and compensation experience as Compensation Committee Chair; broad prior board service .
- Academic credentials spanning education, physiology, and business administration .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Breakdown/Notes |
|---|---|---|---|
| Gerald T. Proehl | 49,991 | 1.20% | Includes 10 shares via options vesting within 60 days; 31,654 pre-funded warrants; 16,660 warrants; warrants subject to 4.99% beneficial ownership cap |
Additional context:
- Participated in August 2024 private placement: purchased 1,666 shares, 31,654 pre-funded warrants, and 16,660 warrants for ~$99,644 gross; company raised ~$100M gross in the offering .
Governance Assessment
Positives
- Independent Chair separate from CEO; committees entirely independent, with Proehl chairing Compensation and serving on Corporate Governance & Nominating—supports oversight of pay and nominating .
- Attendance at least 75% and presence at annual meeting—baseline engagement met .
- Use of independent compensation consultant (Anderson Pay Advisors) for director and executive pay structure review in 2024—process-strength signal .
- Material personal capital commitment in August 2024 financing aligns interests with shareholders during scale-up of trials .
RED FLAGS / Watch items
- Company lacks anti-hedging and anti-pledging policies for directors, officers, employees—potential misalignment risk if hedging/pledging occurs (no such activity disclosed, but policy gap exists) .
- Role concentration: Proehl is both Board Chair and Compensation Committee Chair; while independent, combining these roles can centralize influence over board agenda and pay decisions—monitor for robust independent director executive sessions and balanced committee dynamics .
- December 2024 catch-up equity grants to non-employee directors with large fair values ($518k for Proehl) after equity pool increase—ensure rationale remains linked to director market benchmarks and long-term alignment, not pay inflation .
- Officer exculpation and elimination of stockholder action by written consent proposed by Board; broadly applicable governance shifts—monitor investor feedback and implications for accountability (company rationale disclosed) .
Policy and Process Notes
- Related-party transactions are reviewed under a formal policy by the Audit & Compliance Committee; August 2024 director participation disclosed with registration rights .
- Say-on-pay advisory vote recommended every two years; Board to consider outcomes—indicator of investor sentiment on pay practices .
- Director independence affirmed by Board; no family relationships disclosed among directors .