Mark Iwicki
About Mark Iwicki
Independent director and Chairperson of the Board since May 2020; age 58 as of March 31, 2025. Currently CEO of Inhibikase Therapeutics, Inc. (since February 2025); previously CEO of Kala Pharmaceuticals (2015–2025), Civitas Therapeutics (2014), Tarveda/Blend Therapeutics (2012–2014), and Sunovion/Sepracor (2007–2012). Education: B.S. in marketing (Ball State University) and M.B.A. (Loyola University Maryland). The Board has determined he is independent under Nasdaq rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inhibikase Therapeutics, Inc. | Chief Executive Officer | Feb 2025–present | Operating leader; concurrent service with THRD board |
| Kala Pharmaceuticals, Inc. | Chief Executive Officer | Mar 2015–Feb 2025 | Led company; also board chair at Kala |
| Civitas Therapeutics, Inc. | President & CEO | Jan 2014–Nov 2014 | Transition leadership ahead of sale |
| Tarveda/Blend Therapeutics, Inc. | President & CEO | Dec 2012–Jan 2014 | Early-stage oncology leadership |
| Sunovion Pharmaceuticals Inc. (Sepracor) | President & CEO | Oct 2007–Jun 2012 | Commercial-stage biopharma leadership |
| Novartis Pharmaceuticals Corp. | VP & Business Unit Head | Mar 1998–Oct 2007 | Commercial/business unit leadership |
| Astra Merck; Merck & Co., Inc. | Sales roles | Prior to 1998 | Commercial foundation |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Kala Pharmaceuticals | Director; Chair | Current board service; chair role |
| Merus N.V. | Director | Current |
| Pulmatrix Inc. | Director | Current |
| Akero Therapeutics, Inc. | Director | Current |
| Aerovate Therapeutics, Inc. | Director | Current |
| Q32 Bio | Director | Current |
| Inhibikase Therapeutics, Inc. | Director | Current; also CEO |
| Aimmune Therapeutics, Inc. | Director | Prior 5 years |
Board Governance
- Roles and committees: Chairperson of the Board; Chair of Compensation Committee; compensation committee members: David Bonita (M.D.), Michael Gladstone, and Mark Iwicki (Chair) .
- Independence: THRD Board determined all directors except CEO Natalie Holles are independent (Iwicki is independent) .
- Attendance: In 2024, Board held 4 meetings; Compensation Committee 5; none of the incumbent directors attended fewer than 75% of Board and committee meetings; seven of eight directors attended the 2024 annual meeting .
- Risk oversight cadence: Board and committees oversee strategy, compensation risk, audit/cybersecurity; Chair coordinates oversight with management .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Standard non-employee director retainer |
| Board Chair cash retainer | $30,000 | Additional annual payment for Chair |
| Compensation Committee Chair fee | $10,000 | Annual committee chair fee |
| Total cash fees earned (Iwicki) | $80,000 | Reported in 2024 director comp table |
Performance Compensation
| Equity Item | Grant/Outstanding | Vesting | 2024 Grant Date Fair Value |
|---|---|---|---|
| Annual option grant (directors) | 20,000 options | Vests in full at earlier of 1 year or next annual meeting | Included in totals |
| Initial option grant (new directors) | 40,000 options | Vests 1/36 monthly | N/A for Iwicki in 2024 |
| Option awards (Iwicki, 2024) | Reported total | Per director comp table | $200,144 |
| Options outstanding (Iwicki, 12/31/2024) | 89,629 | Per director option count table | N/A |
- Acceleration mechanics: All outstanding options held by non-employee directors accelerate upon a “Corporate Transaction,” which includes the 2025 Dissolution . The Plan of Dissolution states equity awards terminate immediately prior to dissolution, with holders allowed to exercise before dissolution .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Consideration |
|---|---|---|
| Multiple biotech boards (Merus, Akero, Aerovate, Pulmatrix, Q32 Bio) | Biotechnology | Governance bandwidth; cross-industry information flow |
| Kala Pharmaceuticals (Chair) | Biotechnology | Chair role implies deeper engagement |
| Inhibikase Therapeutics (CEO) | Biotechnology | Concurrent CEO role → time commitments risk |
Expertise & Qualifications
- Executive leadership across R&D, commercialization, and corporate strategy (Sunovion, Novartis, multiple biotechs). Education in marketing and business administration (Ball State; Loyola University Maryland) .
- Board leadership: Long-tenured Chair of THRD; Compensation Committee Chair .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Direct common shares owned (Iwicki) | 128,630 | Record Date: Apr 10, 2025 | Equity Ownership disclosure |
| Beneficial ownership (shares + exercisable within 60 days) | 191,081 | Mar 31, 2025 | Less than 1% of outstanding |
| Options outstanding (12/31/2024) | 89,629 | Dec 31, 2024 | Per director option count |
- Anti-hedging: THRD policy prohibits hedging/monetization (e.g., zero-cost collars, exchange funds) by directors and officers .
- Dissolution distribution: Board authorized a $5.35 per-share liquidation distribution (record date July 31, 2025) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-08-14 | 2025-08-11 | J (Other) | Common Stock | 128,631 | $5.35 | 0 | |
| 2025-08-14 | 2025-08-11 | J (Other) | Stock Option | 83,296 | $0.00 | 0 |
- Notes: Transactions reflect liquidation-related settlement; securitiesOwned reported as 0 post-transaction [insider-trades output; SEC URL].
Governance Assessment
- Strengths: Independent Chair separate from CEO, strong attendance, and formal anti-hedging and clawback policies; Compensation Committee uses independent consultants (Compensia in H1’24, Alpine Rewards thereafter) and reported no conflicts .
- Alignment: Iwicki owns common shares and held options; director equity accelerates in corporate transactions, but equity awards terminate at dissolution with opportunity to exercise, aligning incentives to maximize per-share distribution .
- RED FLAGS:
- 2023 option repricing: Board reset “underwater” option strike prices to $4.20 (including director/NEO grants), which can be shareholder-unfriendly absent strong rationale .
- Wind-down compensation authority: Plan of Dissolution permits paying officers/directors additional compensation for liquidation work; requires monitoring for appropriateness during the 3-year survival period .
- Conflicts/Related Party: No related-party transactions disclosed involving Iwicki; THRD maintains a related-person transaction policy with Audit Committee review .
- Say-on-pay: As an Emerging Growth Company/Smaller Reporting Company, THRD does not hold advisory say-on-pay votes, reducing direct shareholder feedback on pay .
Director Compensation (2024 detail)
| Component | Amount ($) | Citation |
|---|---|---|
| Fees Earned or Paid in Cash (Iwicki) | 80,000 | |
| Option Awards (Fair Value) | 200,144 | |
| Total | 280,144 | |
| Options Held (count, 12/31/2024) | 89,629 |
Committee Assignments, Independence, and Attendance
| Attribute | Status | Citation |
|---|---|---|
| Board Role | Chairperson | |
| Committee | Compensation (Chair) | |
| Independence | Independent director (per Nasdaq/SEC standards) | |
| 2024 Attendance | ≥75% of Board and committee meetings; Board met 4 times |
Other Directorships & Interlocks (Current)
| Company | Role | Citation |
|---|---|---|
| Kala Pharmaceuticals | Director; Chair | |
| Merus N.V.; Pulmatrix Inc.; Akero Therapeutics, Inc.; Aerovate Therapeutics, Inc.; Q32 Bio; Inhibikase Therapeutics, Inc. | Director (various) |
Equity Ownership Snapshot
| Measure | Value | Date | Citation |
|---|---|---|---|
| Direct shares owned | 128,630 | Record Date Apr 10, 2025 | |
| Beneficial ownership (incl. options w/in 60 days) | 191,081 | Mar 31, 2025 | |
| Ownership % | <1% | Mar 31, 2025 |
Additional Notes Relevant to Investor Confidence
- Dissolution governance: Unanimous Board approval of Plan of Dissolution (Apr 10, 2025); initial estimated liquidating distribution $5.13–$5.33 per share; Board later approved $5.35 per share initial distribution (July 16, 2025). Board retains flexibility to abandon or modify the plan pre-filing if value-maximizing alternatives arise .
- Legal proceedings: THRD disclosed no material legal proceedings at time of proxy; the company highlighted risk management steps during wind-down including reserves and D&O insurance extension .
- Director compensation mechanics during wind-down: Board may compensate officers/directors for extraordinary efforts in implementing dissolution; stockholder approval of the plan constitutes approval for such compensation, subject to scrutiny .
Overall, Iwicki’s governance profile combines independent board leadership and strong attendance with notable compensation decisions (2023 option repricing; option acceleration in dissolution). Monitoring liquidation-related compensation, time commitments across multiple boards and a concurrent CEO role, and adherence to related-party safeguards is prudent for investor confidence .