Robyn Hunter
About Robyn M. Hunter
Robyn M. Hunter, 63, has served as an independent director of Tenax Therapeutics since January 2022 and is currently Global Chief Financial Officer of Sotio Biotech Inc. (since August 2022). She previously served as CFO of Fortress Biotech, Inc. (NASDAQ: FBIO) from June 2017 to August 2022, after earlier roles as VP and Corporate Controller (2011–2017); she holds a B.A. in Economics from Union College. The Board has determined she is independent and that she qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Biotech, Inc. (FBIO) | Chief Financial Officer | Jun 2017 – Aug 2022 | Senior finance leadership in public biotech |
| Fortress Biotech, Inc. | VP & Corporate Controller | Aug 2011 – Jun 2017 | Built financial controls/ reporting |
| Schochet Associates, Inc. | SVP & Chief Financial Officer | Jan 2006 – May 2011 | Corporate finance leadership |
| Indevus Pharmaceuticals, Inc. | Corporate Controller | Aug 2004 – Jan 2006 | Pharma sector finance |
| The Stackpole Corporation | Accounting Manager → VP & Treasurer | 1990 – 2004 | Progressive finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sotio Biotech Inc. | Global Chief Financial Officer | Aug 2022 – present | Clinical-stage immuno-oncology company |
Board Governance
- Committee assignments (as of April 14, 2025): Audit & Compliance (Chair); Compensation (Member); not on Corporate Governance & Nominating. The Board considers all committee members independent; Ms. Hunter meets additional independence tests for both audit and compensation committees and is designated an “audit committee financial expert.”
- Committee activity levels (FY 2024): Audit met 4 times; Compensation met once; Corporate Governance & Nominating met once.
- Independence and attendance: Board majority independent; Ms. Hunter deemed independent. The Board met six times in 2024; all directors met at least 75% attendance except Dr. Michael Davidson (i.e., Ms. Hunter met ≥75%). All directors except Dr. Doogan attended the 2024 annual meeting (implying Ms. Hunter attended).
- Board leadership and executive sessions: CEO and Chair roles are separated; all three standing committees are entirely independent; the Board holds regular executive sessions of directors and periodic sessions of independent directors.
Fixed Compensation
- Policy structure (non-employee directors, 2024):
- Annual cash retainer: $45,000 ($75,000 for Chair)
- Audit Committee: $7,500 member / $15,000 chair
- Compensation Committee: $5,000 member / $10,000 chair
- Corporate Governance & Nominating: $3,500 member / $7,000 chair
- Reimbursement of travel/related expenses.
- Ms. Hunter’s 2024 cash fees (consistent with Audit Chair + Compensation member): $65,000.
| Component | 2024 Policy Amount | Ms. Hunter 2024 Cash Earned |
|---|---|---|
| Annual Director Retainer | $45,000 | |
| Audit & Compliance Committee Chair | $15,000 | |
| Compensation Committee Member | $5,000 | |
| Total Cash Fees | $65,000 |
Performance Compensation
- Equity design (policy): If sufficient shares are available under the 2022 Plan, annual grant of 63 stock options (79 in initial year), vesting one year after grant and exercisable for 10 years.
- 2024 context: Following the October 25, 2024 stockholder-approved increase to the equity pool, the Board (disinterested directors) granted additional director equity in December 2024 to adjust compensation (with input from independent consultant Anderson Pay Advisors).
- Ms. Hunter’s 2024 option award (grant-date fair value): $518,000; directors held, as of Dec 31, 2024, options outstanding including Ms. Hunter: 100,004 options.
| Equity Element | 2024 Outcome | Vesting/Term | Notes |
|---|---|---|---|
| Stock Options (grant-date FV) | $518,000 | Policy: 1-year vest; 10-year term | Equity issued Dec 2024 after share pool increase |
| Options Outstanding (12/31/24) | 100,004 options | N/A | Aggregate outstanding for Ms. Hunter |
Director Compensation – Year-over-Year Mix
| Year | Fees Earned (Cash) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2023 | $65,000 | $0 (no equity due to insufficient share pool) | $65,000 |
| 2024 | $65,000 | $518,000 | $583,000 |
Observation: Compensation mix shifted materially toward equity in 2024 after two years without director equity grants, driven by the equity pool increase and the Board’s adjustment decision with independent consultant input. This is a one-time step-up but raises optics risk on pay inflation; rationale provided centers on long-term service and prior equity constraints.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Hunter in the proxy biography. |
| Committee roles at other public companies | None disclosed. |
| Interlocks/overlaps with Tenax customers/suppliers | None disclosed. |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert.”
- Sector experience: Extensive biopharma finance leadership (Fortress Biotech; Indevus Pharmaceuticals).
- Education: B.A., Economics, Union College (NY).
- Independence: Board-determined independent; meets heightened independence tests for audit and compensation committees.
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 4 (<1%) | As of April 14, 2025; based on 4,148,495 shares outstanding |
| Options outstanding | 100,004 options | As of Dec 31, 2024 (not necessarily exercisable within 60 days) |
| Hedging/Pledging policy | Company does not prohibit hedging or pledging by directors/officers/employees (policy-level risk). |
Alignment note: Ms. Hunter’s reported beneficial share ownership is de minimis, though she holds significant outstanding options; the Company’s lack of a prohibitive hedging/pledging policy is a governance risk factor for alignment.
Related-Party Transactions and Conflicts
- Policy: Written related person transaction policy; the Audit & Compliance Committee reviews and oversees related person transactions for arm’s-length terms and materiality.
- Disclosed transactions: August 2024 private placement included participation by directors Dr. Davidson and Mr. Proehl; no transaction involving Ms. Hunter was disclosed.
- Auditor independence: Cherry Bekaert LLP has served since 2009; Audit Committee oversees independence; no impairing financial interest disclosed.
Shareholder Engagement, Votes, and Compensation Governance
- Director elections (June 2024): Ms. Hunter received 129,018 “For” vs. 28,829 “Withheld”; Board also approved increasing the equity pool at that meeting.
- Say-on-Pay cadence: Company is holding Say-on-Pay and Say-on-Frequency on the June 11, 2025 agenda; Board recommends a biennial frequency.
Governance Assessment
Strengths
- Independent director with deep finance experience; serves as Audit & Compliance Committee Chair and designated audit committee financial expert, strengthening financial oversight.
- Meets heightened independence standards for audit and compensation committees.
- Committee cadence indicates active oversight (Audit met four times in 2024); Board-level attendance threshold met.
- Use of independent compensation consultant (Anderson Pay Advisors) for director and executive compensation review in 2024.
- Related-party transaction oversight codified; no Hunter-specific related transactions disclosed.
Risks / Red Flags
- Very low beneficial ownership (4 shares; <1%), potentially weakening alignment unless option exposure substitutes; Company does not prohibit hedging or pledging, which can undermine alignment.
- 2024 director equity awards materially increased total director pay due to a catch-up adjustment; while rationale is disclosed, investors may scrutinize pay inflation optics and future cadence.
- Compensation Committee met only once in 2024, which could raise process cadence questions (mitigated by small-company context and reliance on independent consultant).
Overall Implication for Investor Confidence
- Ms. Hunter enhances board effectiveness through independence and audit expertise, particularly valuable for a development-stage biotech. However, alignment concerns arise from minimal share ownership and permissive hedging/pledging policy; monitoring future director equity grant sizing and any movement toward prohibiting hedging/pledging would be prudent.