Clay Kahler
About Clay Kahler
Clay Kahler (age 61) joined Tharimmune’s board in April 2025 as an independent director, bringing entrepreneurial leadership across life sciences manufacturing and capital markets. His background includes co-founding Helius Medical Technologies and leading FDA-registered manufacturing at Spray Labs; he chairs Tharimmune’s Compensation Committee and serves on Audit and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helius Medical Technologies (NASDAQ: HSDT) | Co-founder; helped structure early financing, public listing; supported CRADA with U.S. DoD (USAMRMC) | Not disclosed | Contributed to strategic partnerships; company reached ~$500M peak market cap |
| Velocity Mobile Ltd (Velocity Black) | Corporate advisor | Not disclosed | Advisory role prior to acquisition by Capital One (June 2023) |
External Roles
| Organization | Role | Focus |
|---|---|---|
| Spray Labs, LLC | Co-founder, CEO & Managing Director | FDA-registered, cGMP-certified oral spray drug delivery technologies |
| Gateway Sciences LLC | Founder & CEO | Regenerative medicine and mental health |
Board Governance
- Independence: The Board determined Kahler is an “independent director” under Nasdaq rules .
- Committee assignments: Chair, Compensation; member, Audit & Nominating and Corporate Governance .
- Election/engagement signal: Elected at the June 10, 2025 annual meeting with strong “For” vote (see table) .
- Appointment history: Board expanded and appointed Kahler on April 28, 2025 .
| 2025 Annual Meeting Vote (June 10, 2025) | For | Abstain | Broker Non-Votes |
|---|---|---|---|
| Clay Kahler (Director) | 762,024 | 14,773 | 352,661 |
Fixed Compensation
- Director cash retainer and committee fee policy (as disclosed):
- Board member annual retainer: $35,000; initial appointment one-time $40,000 .
- Audit Committee: Chair $15,000; Member $7,500 .
- Compensation Committee: Chair $8,000; Member $4,000 .
- Nominating & Corporate Governance: Chair $6,000; Member $3,000 .
| Policy Element | Amount |
|---|---|
| Board annual retainer (non-employee director) | $35,000 |
| Initial appointment one-time payment | $40,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $8,000 |
| Compensation Committee Member | $4,000 |
| Nominating & Gov Chair | $6,000 |
| Nominating & Gov Member | $3,000 |
Note: These are Tharimmune’s disclosed non-employee director fee policies. The proxy did not itemize Kahler’s individual 2025 cash fees; amounts above reflect policy figures .
Performance Compensation
- Equity awards to directors are made under the 2023 Omnibus Equity Incentive Plan; awards may be options/RSUs with time-based vesting; performance goals may be used at the plan administrator’s discretion .
- Kahler’s equity position (Record Date Aug 26, 2025): 25,000 options exercisable; excludes 25,000 unvested options (i.e., total granted 50,000 options) .
- Additional Form 4 event: On Nov 3, 2025, Kahler reported an option grant of 17,500 options (details per SEC filing) .
| Award Type | Grant/Record Reference | Quantity | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Stock Options (exercisable) | Beneficial ownership table (Record Date 08/26/2025) | 25,000 | Not disclosed | Not disclosed for directors |
| Stock Options (unvested/excluded) | Beneficial ownership footnote | 25,000 (excluded as unvested) | Time-based; schedule not disclosed | Not disclosed |
| Stock Options | Form 4 (11/03/2025) | 17,500 | Not disclosed in Form 4 XML | Not disclosed |
Clawback context: The plan includes a recoupment provision aligned to SEC Rule 10D-1 for executive officers in the event of a restatement; directors are not targeted by that clause unless they are “executive officers” .
Other Directorships & Interlocks
| Company | Role | Public/Private | Governance Consideration |
|---|---|---|---|
| Helius Medical Technologies | Co-founder; not disclosed as current director | Public | Historical involvement; no current THAR interlock disclosed |
| Spray Labs, LLC | CEO & Managing Director | Private | Potential supplier adjacency; no related-party transactions disclosed by THAR |
| Gateway Sciences LLC | Founder & CEO | Private | Advisory overlap in life sciences; no related-party transactions disclosed |
| Velocity Mobile (Velocity Black) | Corporate advisor (prior) | Private (acquired by COF) | No conflict disclosed |
Tharimmune’s related-person transaction policy requires Audit Committee review/approval; 2024 proxy disclosed no related-party transactions meeting Item 404 thresholds beyond legacy items, and none involve Kahler .
Expertise & Qualifications
- Life sciences manufacturing leadership (FDA-registered, cGMP oral spray) and clinical innovation experience .
- Capital markets and early-stage public listing execution (Helius) and strategic government partnership CRADA .
- Governance scope at THAR: Compensation Committee Chair; Audit and Nominating member .
Equity Ownership
| Holder | Shares/Options Beneficially Owned | % Ownership |
|---|---|---|
| Clay Kahler | 25,000 shares issuable upon exercise of options; excludes 25,000 unvested options | <1% (asterisked as less than 1%) |
No pledging/hedging by directors was noted in prior policy disclosures; THAR’s Insider Trading Policy prohibits hedging/short sales and restricts pledging absent pre-clearance .
Governance Assessment
- Positives: Independent status; strong election support in 2025; adds relevant operating and capital markets experience; committee leadership broadens oversight capacity .
- Alignment: Equity grants (50,000 options total as of Aug 2025, plus a 17,500 option grant in Nov 2025) create at-risk exposure tied to THAR performance .
- Watchpoints/RED FLAGS:
- New director as Compensation Committee Chair can be sensitive; monitor pay decisions and equity share pool increases to 2,000,000 under 2025 Plan Amendment for dilution risk .
- External operating roles (Spray Labs/Gateway Sciences) present potential related-party exposure if THAR transacts with those entities—no such transactions disclosed to date; maintain Audit Committee oversight .
- Share authorization increase (500M–1,000M authorized common) and non-public offerings authorization (up to $350M; potential deep discounts) heighten dilution/financing governance risks; board support noted—ensure independent scrutiny .
Director Compensation Notes
- THAR’s non-employee director compensation policy provides cash retainers and committee fees; equity awards granted under the Omnibus Plan (options/RSUs). Kahler’s specific cash payments are not itemized publicly for 2025; equity holdings and Form 4 events are disclosed above .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Nov 3, 2025 | Form 4 | Reported grant of 17,500 stock options as a director; details via SEC XML filing |
Independence, Attendance & Engagement Summary
- Independent under Nasdaq rules .
- Engagement signal: strong “For” votes at 2025 annual meeting; board expanded to add Kahler ahead of the meeting .
References:
- 2025 DEF 14A (Annual; April 30, 2025): independence, director ages, biography .
- 2025 8-K (Apr 28, 2025): Board expansion/appointment .
- 2025 8-K (Jun 10, 2025): Annual meeting voting results .
- 2025 DEF 14A (Special; Sept 18, 2025): beneficial ownership; plan amendment; authorized shares .
- 2024 DEF 14A: director fee policy; anti-hedging and related-party policy .
- Company IR pages and press: committee roles and bio .
- SEC Form 4 for Nov 3, 2025 .
