June Almenoff
About June Almenoff
June Almenoff, MD, PhD, age 68, has served as an independent director of Tenax Therapeutics since February 2021. She is a physician-scientist with 25+ years of senior leadership experience, including President/Chief Medical Officer at Furiex (acquired by Actavis/AbbVie for $1.2B) and roles at GSK; she holds a BA from Smith College and an MD-PhD from Icahn School of Medicine, completed post-graduate training at Stanford, and serves as adjunct Professor at Duke; she has authored 70+ publications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Furiex Pharmaceuticals | President, CMO, Director | 2010–2014 | Led development of eluxadoline (Viberzi), culminating in $1.2B acquisition; multiple regulatory submissions and launches |
| GlaxoSmithKline | Vice President, Clinical Safety | ~12 years | Chaired PhRMA-FDA working group; built analytics systems adopted by regulators to minimize clinical risk |
| RedHill Biopharma | Chief Medical Officer | Prior to Tenax role | Positioned Talicia as first-line therapy; translational and clinical development leadership |
| Duke University School of Medicine | Faculty/Adjunct Professor; FACP | Ongoing | Academic leadership; >70 publications |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Avalo Therapeutics (NASDAQ: AVTX) | Independent Director | 2021 | Biopharma board experience |
| Actinium Pharmaceuticals (NYSE: ATNM) | Independent Director | 2024 | Hematology/oncology-focused biopharma |
| Harrington Discovery Institute | Investment Advisory Board Member | Current | Venture philanthropy advisory |
| 82 Venture Studios (affiliated with Alloy Therapeutics) | Executive Venture Partner (part-time) | Current | Venture creation and BD support |
| Prior boards: BrainStorm (BCLI), Kurome Therapeutics, TiGenix NV | Director | 2016–2023 | Multiple biotech boards; TiGenix acquired by Takeda |
| Additional prior roles noted in 2024 proxy | Director-advisor, OHR Pharmaceutical; others | Various | Expanded industry network |
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Tenax Board composition and leadership: Seven directors; separate Chairman (Gerald Proehl) and CEO (Christopher Giordano); committees composed entirely of independent directors; regular executive sessions to strengthen oversight .
- Committee assignments for Dr. Almenoff:
- Audit and Compliance Committee: Member; committee met 4 times in 2024; chair is Robyn Hunter .
- Corporate Governance and Nominating Committee: Chair; committee met once in 2024 .
- Compensation Committee: Not a member .
- Attendance: In 2024, Board met 6 times; all directors met at least 75% attendance except Dr. Michael Davidson; Almenoff met the 75% threshold. All directors except Dr. Doogan attended the 2024 annual meeting (Almenoff attended) .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer | $45,000 | Paid quarterly |
| Audit & Compliance Committee – Member Fee | $7,500 | Paid quarterly |
| Corporate Governance & Nominating – Chair Fee | $7,000 | Paid quarterly |
| Total Cash Fees (2024) | $59,500 | Sum of above; reported for Dr. Almenoff |
Policy notes: No meeting fees; travel expenses reimbursed .
Performance Compensation
| Metric | Value | Notes |
|---|---|---|
| Option Awards (Grant-date Fair Value, 2024) | $518,000 | December 2024 grants to adjust compensation after equity pool expansion |
| Options Outstanding (as of 12/31/2024) | 100,008 options | Aggregate options held by Dr. Almenoff |
| Standard Annual Director Option Grant | 63 options (79 in initial year) | Vest after one year; 10-year term; granted at annual meeting if shares available |
Context: In October 2024, shareholders approved a large increase to the 2022 Stock Incentive Plan share reserve (to 8,336,600), enabling equity awards, with certain financing investors required to vote “for” as a Qualified Equity Plan Proposal; formal features include no repricing without shareholder approval and typical option pricing at or above FMV .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Avalo Therapeutics (AVTX) | Director | No Tenax-related transactions disclosed |
| Actinium Pharmaceuticals (ATNM) | Director | No Tenax-related transactions disclosed |
| Prior boards (BrainStorm, Kurome, TiGenix, OHR) | Director | Historical roles; no Tenax RPTs disclosed |
Related-party transactions: August 2024 private placement involved purchases by directors Michael Davidson and Gerald Proehl; no transaction disclosed for Dr. Almenoff .
Expertise & Qualifications
- Translational medicine, clinical development, and commercialization across multiple therapeutic areas; extensive regulatory submission/approval experience .
- Data analytics systems leadership adopted by regulators; chairing PhRMA-FDA working group reflects policy engagement .
- Academic credibility (Duke adjunct, FACP) and publication record (>70 papers) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 8 | Includes shares subject to options vesting within 60 days of 4/14/2025 |
| Ownership % of Shares Outstanding | <1% | Based on 4,148,495 shares outstanding (4/14/2025) |
| Options Position | 100,008 options (as of 12/31/2024) | Aggregate options; vesting schedule per plan |
| Hedging/Pledging | Allowed by policy | Company does not prohibit hedging or pledging by directors/officers/employees |
| Stock Ownership Guidelines | Not disclosed | No stated director ownership guideline in proxy |
Governance Assessment
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Strengths:
- Independent director with deep R&D and regulatory expertise; chairs Corporate Governance & Nominating and serves on Audit, supporting board effectiveness .
- Robust separation of Chair and CEO; all committees are independent; regular executive sessions enhance oversight .
- Attendance: Met ≥75% threshold; engaged in annual meeting .
-
Watch items / RED FLAGS:
- Anti-hedging and anti-pledging: Company lacks prohibitions, which can undermine alignment; investors may prefer restrictions for directors .
- Director equity awards: December 2024 option grants with high fair values ($518,000) following large expansion of plan share reserve; while equity can align incentives, scale and timing warrant monitoring for pay inflation and dilution risk .
- Limited personal share ownership (8 shares; <1%) reduces immediate “skin in the game,” though options provide potential alignment over the long term .
-
Compensation governance:
- Non-employee director compensation determined by Corporate Governance & Nominating Committee (which Almenoff chairs), with Anderson Pay Advisors engaged to benchmark; independence checked by the committee . This structure is standard, but chairing the committee that sets director pay warrants vigilance to ensure robust external benchmarking and board-wide deliberation.
-
Say-on-Pay context:
- 2025 ballot includes Say-on-Pay and frequency; Board recommends biennial frequency (“every two years”)—investor feedback will be informative for broader compensation governance .
Overall, Dr. Almenoff brings significant clinical and governance expertise and fulfills key committee roles. Main governance risks relate to company-wide policies permitting hedging/pledging and to the magnitude and timing of director equity awards; investors should monitor future disclosures on director equity mix, dilution, and any movement toward ownership guidelines and hedging/pledging restrictions .