Gary Stetz
About Gary Stetz
Gary Stetz (age 62) was appointed as an independent director of Tharimmune in April 2025. He is a Certified Public Accountant with 35+ years in accounting, finance, valuation, and corporate governance, and Managing Partner at Stetz, Belgiovine, Manwarren and Wallis P.C. (serving 1,000+ corporate clients). He founded Allegiance Community Bank and served on the board of BCB Bancorp; he co-authored “Project Management Accounting,” and holds credentials including Certified Mediator, Certified Fraud Examiner, and Chartered Global Management Accountant . His academic background includes Rutgers University (Accounting and Finance), University of Notre Dame (MBA), and Corpus Christi College, Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stetz, Belgiovine, Manwarren and Wallis P.C. | Managing Partner | Not disclosed | Led accounting/audit/tax advisory; firm serves 1,000+ corporate clients |
| Allegiance Community Bank | Founder/Vice Chairman (historical) | Not disclosed | Bank later merged into BCB Community Bank |
| BCB Bancorp (NASDAQ: BCBP) | Director; Audit Committee Chair/“financial expert” | 2011–at least 2018 | Chaired Audit Committee; designated audit “financial expert”; audit committee met 11–16 times annually |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BCB Bancorp (NASDAQ: BCBP) | Director; Audit Committee leadership | 2011–2018 (disclosed) | Audit committee chair/financial expert |
| Partners for Women and Justice; Immaculate Conception HS; New Found Life | Board roles (non-profit) | Not disclosed | As disclosed in BCBP proxies |
Board Governance
- Independence: The THAR Board determined Gary Stetz is independent under SEC/Nasdaq rules .
- Committees: THAR maintains audit, compensation, and nominating/governance committees; responsibilities include auditor oversight, pay policies, and director nominations . As of Dec 31, 2024, committee compositions were reported without Stetz (appointed April 2025); post-appointment committee assignments were not disclosed in the proxy .
- Attendance: In FY2024, the Board held 6 meetings; audit 4; compensation 4; nominating/governance 1. No director serving in 2024 attended less than 75% of applicable meetings (Stetz joined in 2025; thus not included) .
- Anti‑hedging/pledging: Directors, officers, employees, and consultants are prohibited from short sales and hedging; pledging requires pre‑clearance. As of Dec 31, 2024, no directors or executives had pledged shares .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board member) | 65,600 | Paid quarterly |
| Audit Committee chair | 15,000 | Paid quarterly |
| Audit Committee member | 7,500 | Paid quarterly |
| Compensation Committee chair | 8,000 | Paid quarterly |
| Compensation Committee member | 4,000 | Paid quarterly |
| Nominating & Governance chair | 6,000 | Paid quarterly |
| Nominating & Governance member | 3,000 | Paid quarterly |
Change vs prior policy:
- 2023 proxy disclosed a $35,000 annual Board retainer (after initial $40,000 in year of appointment) and similar committee fees; the 2025 proxy shows the Board retainer increased to $65,600, indicating a step‑up in director cash compensation .
Performance Compensation
| Instrument | Grant size | Vesting | Performance link |
|---|---|---|---|
| Initial option grant upon appointment (non‑employee directors) | Up to 2,553 shares | Monthly over 1 year | No explicit performance metrics; time‑based vesting |
| Annual option grant at annual meeting (if serving) | Number/vesting at Comp Committee discretion | As determined | No metrics disclosed; committee discretion |
No director PSUs/TSR‑linked awards or performance metrics for director pay are disclosed; director equity is time‑vested (options) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| BCB Bancorp (NASDAQ: BCBP) | Director; Audit leadership | Banking industry; no THAR‑related party transactions disclosed |
- Related‑party transactions: THAR reports no related‑party transactions in 2023–2024 above SEC thresholds; a related‑person transaction policy requires audit committee review of any such items .
Expertise & Qualifications
- CPA; Certified Mediator; Certified Fraud Examiner; Chartered Global Management Accountant .
- Financial forensics, valuation, regulatory compliance; co‑author “Project Management Accounting” .
- Degrees: Rutgers (Accounting/Finance), Notre Dame (MBA), Corpus Christi College, Oxford .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary Stetz | – | – | No beneficial ownership reported as of record date (Apr 28, 2025); total shares outstanding 2,209,910 |
- Company‑wide: As of the record date, 2,209,910 shares outstanding; equity plan overhang and dilution metrics detailed in proxy (options/warrants outstanding; plan amendment to 792,602 shares reserved) .
Shareholder Vote Signal (Election Support)
| Director | For | Abstain | Broker Non‑Votes |
|---|---|---|---|
| Gary Stetz | 760,126 | 16,671 | 352,661 |
All seven nominees were elected at the June 10, 2025 meeting .
Governance Assessment
-
Positives:
- Independence confirmed; deep audit/finance expertise enhances oversight; prior audit chair/financial expert experience at a public bank strengthens audit effectiveness .
- Anti‑hedging/pledging policy with no pledges outstanding supports alignment and risk control .
- Clear related‑party policy; no related‑party transactions reported in 2023–2024 .
- Shareholder support evidenced by strong “For” vote on election .
-
Potential concerns/monitoring:
- Ownership alignment: no beneficial ownership reported as of record date; monitor subsequent Form 4 filings for option grants/holdings post‑appointment .
- Committee assignment transparency: post‑April 2025 committee memberships not disclosed in proxy; confirm whether Stetz joins Audit Committee given credentials .
- Director pay escalation: Board retainer increased to $65,600 from $35,000 in prior year; assess pay‑for‑workload justification as THAR scales .
RED FLAGS: None disclosed specific to Stetz (no related‑party ties, no legal proceedings, no pledging). The principal watch item is initial lack of reported share ownership at record date, balanced against expected time‑vested option grants upon appointment .
