Michael Davidson
About Michael Davidson
Michael Davidson, MD (age 68) is an independent director of Tenax Therapeutics, serving since February 2021. He is Chief Executive Officer of New Amsterdam Pharma B.V. (since August 2020) and Clinical Professor/Director of the Lipid Clinic at the University of Chicago Pritzker School of Medicine (since April 2007). Dr. Davidson is board-certified in internal medicine, cardiology, and clinical lipidology; he holds a B.A./M.S. from Northwestern University and an M.D. from The Ohio State University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corvidia Therapeutics | Founder, Chief Scientific Officer, Director | Jan 2016 – Jul 2020 | Company acquired by Novo Nordisk for up to $2.1B; led cardio-renal therapeutic development |
| Omthera Pharmaceuticals | Co‑founding Chief Medical Officer | Nov 2009 – Jan 2016 | Company acquired by AstraZeneca for $443M; dyslipidemia therapies |
| Chicago Center for Clinical Research | Founder | 1990s; acquired 1996 | Grew into the largest U.S. investigator site; sold to PPD in 1996 |
| University of Chicago Pritzker School of Medicine | Clinical Professor; Director, Lipid Clinic | Apr 2007 – present | Academic leadership in lipidology and cardiovascular trials |
| National Lipid Association | President | 2010 – 2011 | Professional leadership in lipidology |
External Roles
| Organization | Public/Private | Role | Committees/Impact |
|---|---|---|---|
| Silence Therapeutics PLC (NASDAQ: SLN) | Public | Director | Not disclosed |
| Sonogene LLC | Private | Director | Not disclosed |
| Jocasta Neuroscience, Inc. | Private | Director | Not disclosed |
| Trofi Nutritionals, Inc. | Private | Director | Not disclosed |
| Caladrius Biosciences, Inc. (formerly NASDAQ: CLBS) | Public (prior) | Former Director | Not disclosed |
Board Governance
- Independence: The Board determined Dr. Davidson is independent under Nasdaq rules; he also meets additional independence requirements for audit and compensation committees .
- Committees: Member, Audit and Compliance Committee (Chair: Robyn Hunter; committee met 4 times in 2024) ; Member, Compensation Committee (Chair: Gerald Proehl; committee met once in 2024) .
- Attendance: The Board met 6 times in 2024; all directors met ≥75% attendance except Dr. Davidson, indicating a shortfall in combined Board/committee attendance for 2024 (RED FLAG) .
- Annual meeting attendance: All directors except Dr. Doogan attended the 2024 annual meeting .
- Anti‑hedging/pledging: The Company does not currently prohibit hedging or pledging by directors/officers (governance red flag for alignment) .
- Insider trading policy: Company policy governs trading in Tenax securities by insiders .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | 45,000 | Paid quarterly |
| Audit Committee Member Fee | 7,500 | Paid quarterly; Chair is $15,000 (not applicable) |
| Compensation Committee Member Fee | 5,000 | Paid quarterly; Chair is $10,000 (not applicable) |
| Corporate Governance & Nominating Committee Fee | — | Not a member |
| Total Cash Fees Received (FY 2024) | 57,500 | Matches policy plus committee memberships |
Performance Compensation
| Equity Element (FY 2024) | Detail | Amount/Terms |
|---|---|---|
| Option Awards (grant‑date fair value) | Annual non‑employee director grant; issued in December 2024 following equity pool increase | 518,000 ($ fair value) |
| Annual Grant Policy | 63 options annually (79 in initial year); 10‑year term; vest one year after grant date | Policy terms disclosed |
| Vesting | Time‑based (no performance metrics disclosed) | One‑year post grant |
| As‑of 12/31/2024 Options Held | Aggregate options held by Dr. Davidson | 100,008 options |
Note: The proxy does not disclose specific strike price or exact grant date for director equity in 2024; options are time‑based with 10‑year terms .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Observation |
|---|---|---|
| Silence Therapeutics PLC (SLN) | Biopharma; no disclosed Tenax transactions | No related‑party transactions disclosed |
| Sonogene LLC; Jocasta Neuroscience; Trofi Nutritionals | Private entities | No related‑party transactions disclosed |
Expertise & Qualifications
- Board‑certified in internal medicine, cardiology, and clinical lipidology; extensive clinical development leadership spanning statins, lipid‑lowering drugs, omega‑3 fatty acids .
- Successful founder/executive track record with exits (Corvidia → Novo Nordisk; Omthera → AstraZeneca), indicating M&A execution experience and capital formation capability .
- Academic leadership at University of Chicago; prior NLA presidency; strong translational medicine credentials .
Equity Ownership
| Ownership Component (as of Apr 14, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 75,389 shares (1.81% of class) | Per Rule 13d‑3; 4,148,495 shares outstanding |
| Options (vested/vesting within 60 days) | 8 shares | Included in beneficial ownership |
| Pre‑Funded Warrants | 47,500 | Subject to 4.99% beneficial ownership cap |
| Warrants | 25,000 | Subject to 4.99% beneficial ownership cap |
| Shares pledged as collateral | None disclosed | Company allows pledging; no pledges disclosed (RED FLAG policy) |
Governance Assessment
- Alignment signals: Personal capital at risk via participation in August 2024 private placement (purchased 2,500 shares, 47,500 pre‑funded warrants, 25,000 warrants; aggregate $149,525), indicating commitment to funding strategy and alignment with capital formation needs .
- Committee effectiveness: Dual service on Audit and Compensation Committees; meets enhanced independence standards; Audit met 4x and Compensation 1x in 2024 .
- Attendance risk: Less than 75% participation in aggregate Board/committee meetings in 2024 is a governance red flag that could impair oversight continuity; warrants monitoring of 2025 attendance .
- Policy red flags: Absence of anti‑hedging/pledging restrictions for directors and officers is shareholder‑unfriendly and can weaken pay‑for‑performance alignment; consider engagement on adopting prohibitions .
- Related‑party safeguards: Private placement purchases by insiders were disclosed under related‑party transactions and subject to a Board‑adopted related‑party policy overseen by the Audit and Compliance Committee, with resale registration rights documented (mitigates process risk) .
- Shareholder feedback: 2025 agenda includes say‑on‑pay and say‑on‑frequency; results to be reported via Form 8‑K post‑meeting; use outcomes to gauge investor confidence in compensation governance .
Related Party Transactions (Director‑Specific)
| Transaction | Date | Davidson Participation | Terms/Notes |
|---|---|---|---|
| August 2024 Private Placement | Aug 6, 2024 | 2,500 shares; 47,500 pre‑funded warrants; 25,000 warrants; $149,525 total | Company raised ~$100M gross; resale registration rights granted; beneficial ownership caps apply |
Compensation Committee Analysis
- Consultant: Anderson Pay Advisors LLC engaged in 2024 to review executive and non‑employee director compensation and plan designs; reported directly to Compensation and Corporate Governance/Nominating Committees to ensure independence .
- Equity adjustments: December 2024 director option grants were increased to “more appropriate levels” after shareholders approved an equity pool increase in October 2024; disinterested directors acted, with consultant input .
Board Governance (Additional Detail)
| Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Audit & Compliance Committee meetings | 4 |
| Compensation Committee meetings | 1 |
| Corporate Governance & Nominating Committee meetings | 1 |
Fixed vs Performance Compensation Mix (FY 2024, Director)
| Component | Amount ($) |
|---|---|
| Cash fees (retainers + committee fees) | 57,500 |
| Option awards (grant‑date fair value) | 518,000 |
| Total | 575,500 |
Key implication: High equity component supports longer‑term alignment, but time‑based vesting (no disclosed performance metrics) and absence of anti‑hedging/pledging policy dilute pay‑for‑performance rigor .
Other Notes for Investors
- Independence reaffirmed: Davidson meets enhanced independence tests for audit and compensation committees, supporting objective oversight .
- Upcoming votes: 2025 meeting includes officer exculpation and elimination of stockholder written consent—structural governance changes that may affect shareholder rights; monitor outcomes and investor reactions .
RED FLAGS:
- Less than 75% Board/committee attendance in 2024 .
- Company policy allows hedging/pledging; no prohibition disclosed .
Positive signals:
- Personal participation in August 2024 financing aligns interests with shareholders .
- Dual committee service and enhanced independence credentials .