Christopher Schreiber
About Christopher C. Schreiber
Independent director nominee aged 60; TNF Pharmaceuticals board member since August 8, 2017, and former CEO, President, and Executive Chairman of the Board. Career spans 30+ years in the securities industry, retiring in 2023 as Managing Director of Capital Markets at Taglich Brothers; prior board member of Paulson Investment Company; joined Sonon Group’s Board in 2023; director/partner at Long Island Express North. BA in Political Science from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TNF Pharmaceuticals, Inc. | CEO; President; Executive Chairman (various times); Director | CEO/President dates not specified; Director since 2017 | Led company through multiple phases; financial expertise cited for board seat |
| Taglich Brothers, Inc. | Managing Director, Capital Markets | Retired 2023 | Built capital markets, deal structures, syndications expertise |
| Paulson Investment Company | Director | Not disclosed | Full-service investment banking governance experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Sonon Group (Germany) | Director | 2023 | Solar-powered mobility applications; governance role (public status not disclosed) |
| Long Island Express North | Director and Partner | Not disclosed | Elite lacrosse training organization |
Board Governance
- Independence: Not listed among independent directors; board determined other named directors (Glass, Silverman, White, Eagle, Uzonwanne, Friscia) are independent under Nasdaq Rules, implying Schreiber is not independent .
- Committees: No current membership on Audit, Compensation, Nominating & Corporate Governance, or Risk & Disclosure Committees (blank across all committees in the membership table) .
- Attendance: Board met/acted 24 times in 2024; each director attended at least 75% of meetings of the Board and committees of which they were members. One director attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Joshua Silverman); CEO/Principal Executive Officer is separate (Mitchell Glass) .
- Compensation Committee activity: 0 meetings and 0 actions by unanimous written consent in 2024; no consultants engaged in 2024 .
Fixed Compensation
| Component | Amount/Terms | Period/Date | Notes |
|---|---|---|---|
| Employment agreement salary | $300,000 annual salary | Agreement dated Jan 24, 2020 | Agreement remains in effect; Schreiber served in various positions |
| Amended annual cash fee | $60,000 cash per annum | Effective Nov 13, 2023 | Reduction due to going-concern constraints; deferral mechanics below |
| Deferred fee (at-risk of payment timing) | $240,000 per annum deferred | Effective Nov 13, 2023 | Payable when no longer jeopardizes going-concern; at Schreiber’s election, in stock or cash |
| 2024 total “All Other Compensation” | $244,800 | FY 2024 | Includes salary and 401(k) matching for non-executive employee director; no cash “fees” or stock awards reported |
Performance Compensation
| Instrument | Grant details | Vesting / Metrics | Status | Notes |
|---|---|---|---|---|
| RSUs (program-level) | 93,166 RSUs authorized Oct 14, 2021; FMV $242.70/RSU | Vest in thirds upon market capitalization milestones maintained for 20 consecutive trading sessions | As of Dec 31, 2024, none vested | Granted to “directors and key employees”; individual allocations to Schreiber not separately disclosed |
| Options (program-level) | Options authorized June 7, 2023 at $49.80 exercise price | 1/3 vest at grant; 1/3 at 12 months; 1/3 at 24 months, subject to service | Program terms in place | Granted to directors and key employees; Schreiber holds 3,333 options exercisable within 60 days of Apr 4, 2025 (individual grant date not specified) |
Note: TNF prohibits repricing of stock options/SARs without shareholder approval; the 2021 Plan provides for recoupment under a clawback policy if adopted .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Sonon Group | Not disclosed | Director | External governance experience (Germany) |
| Paulson Investment Company | Not disclosed | Former Director | Investment banking firm board experience |
| Long Island Express North | Private | Director/Partner | Non-corporate governance role |
- Interlock context: TNF director Joshua Silverman concurrently serves as director of PharmaCyte Biotech, a major preferred/warrant holder with ~26.30% total voting power; this is an interlock within TNF’s board network that can influence governance dynamics, though not Schreiber-specific .
Expertise & Qualifications
- Capital markets, deal structuring, syndications; securities industry veteran .
- Board and leadership experience in investment banking; finance-oriented skill set .
- Education: BA, Johns Hopkins University (Political Science) .
Equity Ownership
| Metric | Value | As of/Date |
|---|---|---|
| Total beneficial ownership (Common) | 6,274 shares | March 25, 2025 |
| Directly owned (Common) | 2,941 shares | Footnote detail as of Apr 4, 2025 |
| Options exercisable (Common) | 3,333 shares | Exercisable within 60 days of Apr 4, 2025 |
| % of Common outstanding | <1% | Based on 7,392,565 shares outstanding |
| Hedging/Pledging policy | No anti-hedging or anti-pledging policy | Current policy statement |
Governance Assessment
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Committee assignments and chair roles: None currently; limits direct influence over audit, compensation, nominating, risk oversight .
-
Independence status and employment tie: Not listed as independent; maintains a company employment agreement and receives salary—reduces independence and introduces potential conflicts in oversight of management .
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Attendance and engagement: Board met/acted 24 times; all directors ≥75% attendance; Compensation Committee held 0 meetings in 2024—signal of limited engagement on pay governance .
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Director compensation structure: Significant fixed cash via employee agreement; discretionary deferral payable in stock or cash at his election—alignment depends on eventual settlement method and timing .
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Ownership alignment: Small personal stake (<1%); holds 3,333 exercisable options; no disclosure of stock ownership guidelines or pledging/hedging restrictions—weak formal alignment framework .
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RED FLAGS
- Absence of anti-hedging and anti-pledging policy for directors and employees—misaligned with best practices .
- Employee-director status (non-independent) with continuing salary and deferrable compensation—potential conflict in board oversight .
- Compensation Committee inactivity (0 meetings in 2024)—raises questions on rigor of pay governance and oversight .
Related Party & Conflicts Review
- Company reports no related party transactions >$120,000 since January 1, 2023, other than disclosed compensation arrangements; no Schreiber-specific RPTs disclosed .
- Capital raises involve significant investors (Iroquois, Intracoastal, PharmaCyte, Five Narrow Lane) with structured preferred/warrants; not tied to Schreiber, but relevant to board oversight environment .
Director Compensation (Program Context)
| Item | Amount/Terms | Period |
|---|---|---|
| Standard non-employee director fee | $8,000/month | Adopted March 29, 2019 (for non-executive directors) |
| Adjusted director fees | $60,000/year (Silverman, Eagle, Uzonwanne, White); excess deferred | Effective Nov 13, 2023 |
| RSU program | 93,166 RSUs; FMV $242.70; market cap milestones | Authorized Oct 14, 2021; none vested by Dec 31, 2024 |
| Options program | $49.80 exercise price; staged vesting over 2 years | Grants effective June 7, 2023 |
Say-on-Pay & Shareholder Feedback
- Frequency: Triennial say-on-pay vote; last in 2023; next expected in 2026 .
Compensation Committee Analysis
- Members: Joshua Silverman (Chair), Craig Eagle, M.D. (term ending prior to 2025 AGM), Jude Uzonwanne—independent per Nasdaq .
- Consultants: None engaged in 2024 .
- Meetings: 0 in 2024; approvals via committee noted as none by unanimous consent—weak activity level .
Notes
- Executive sessions frequency, director-specific meeting attendance, stock ownership guidelines, and individual RSU award amounts for Schreiber are not disclosed in filings—omitted accordingly .