Mitchell Glass

About Mitchell Glass

Mitchell Glass, M.D. (age 73) is TNF Pharmaceuticals’ President and Chief Medical Officer since June 13, 2024 and a director since April 8, 2024, with prior senior roles at ICI/Zeneca (led Accolate), SmithKline Beecham (COREG, TEVETEN), AtheroGenics (AGI-1067), Aqumen Pharma (CEO/CMO), and Invion (led de‑merger to Chronic Airway Therapeutics); he graduated from the University of Chicago and is board‑certified in internal medicine, pulmonary and critical care medicine . Company pay-versus-performance shows cumulative TSR dropped to $29 on a $100 initial investment in 2024 and net loss of $27.2M, framing headwinds during his first partial year as PEO . The Board currently separates Chair and PEO roles (Chair: Joshua Silverman; PEO: Mitchell Glass) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Anti-hedging/anti-pledging policy: Company has no policy restricting hedging or pledging by employees/directors .
• Director fees policy: Non-executive directors historically $8,000/month; reduced in Nov 2023 to $60,000 with deferrals for going-concern reasons (not directly applicable to executive directors) .

Employment Terms

• Appointment: Director since Apr 8, 2024; President & Chief Medical Officer since Jun 13, 2024 .
• Compensation structure: 2024 cash salary only; no bonus, no option/stock awards disclosed; proxy states Glass not entitled to additional compensation for serving as President & CMO .
• Severance/change-of-control: No Glass-specific employment agreement, severance multiple, change-of-control triggers, or tax gross-up terms disclosed in the proxy; comparable terms provided only for other NEOs (e.g., Chapman severance) .
• Clawback: 2021 Plan allows recoupment per any company clawback policy (if adopted), but no specific application to Glass disclosed .

Board Governance

• Board service history: Director since Apr 8, 2024; up for election with other nominees; Board size reduced from 7 to 6 in May 2025 .
• Committee roles: None; Glass is not listed as a member of Audit, Compensation, Nominating & Governance, or Risk & Disclosure committees .
• Independence status: Proxy states Glass is an “independent director” under Nasdaq rules as of Apr 21, 2025, despite being an executive officer (President & CMO), which raises independence concerns; 2024 proxy did not list Glass as independent .
• Board leadership: Roles separated—Chairman (Joshua Silverman, independent) and PEO (Glass) .
• Attendance: Each director attended ≥75% of Board/committee meetings in 2024 .
• Executive sessions: Independent director executive sessions policy active in prior periods (≥4 per year until July 21, 2024) .

Director Compensation

Performance & Track Record

• Achievements: Led Accolate (antileukotriene), COREG and TEVETEN programs; AGI1067 through Phase 3; oversight of 54 start-ups; Aqumen ophthalmic portfolio to successful U.S. market; Invion de‑merger and nadolol POC in smokers with bronchitis .
• Company TSR and net loss context: 2024 cumulative TSR value $29 (from $100 base); net loss $27.2M; prior years show TSR volatility and sustained losses, signaling financing and execution challenges during broader turnaround .
• Nasdaq listing risk: Received minimum bid price deficiency letter on Mar 17, 2025; reverse split proposal (1‑for‑2 to 1‑for‑100) approved for flexibility to regain compliance .

Compensation Structure Analysis

• Cash vs equity mix: For Glass in 2024, compensation entirely cash salary plus small director fees; no equity awards granted—low direct equity alignment .
• At‑risk pay: No disclosed performance bonus or equity; at‑risk pay appears minimal for Glass in 2024 .
• Equity award policies: Company’s 2021 Plan permits performance awards across numerous metrics (EBITDA, TSR, etc.), but no Glass-specific performance grants disclosed; RSUs granted in 2021 tied to market-cap milestones remain unvested .
• Clawback and repricing: Plan includes clawback references and prohibits option/SAR repricing without shareholder approval .

Risk Indicators & Red Flags

• Independence designation: Classifying an executive officer (Glass) as an independent director under Nasdaq rules is atypical and raises governance/independence concerns .
• Anti-hedging/pledging: No corporate policy restricting hedging/pledging—misalignment risk if insiders hedge or pledge (no Glass-specific activity disclosed) .
• Going concern pressures: Director fee reductions and deferrals in Nov 2023 due to going-concern constraints; sustained net losses .
• Listing status: Nasdaq bid-price deficiency and need for reverse split—potential dilution and shareholder value impact .

Say‑on‑Pay & Shareholder Feedback

• Frequency: Triennial say‑on‑pay; next vote expected in 2026 .

Compensation Committee Analysis

• Composition (2025): Joshua Silverman (Chair), Jude Uzonwanne; Craig Eagle departing post‑meeting .
• Consultants: Compensation Committee did not engage consultants in 2024; limited formal activity noted .

Equity Ownership & Alignment – Detailed Table

Vesting Schedules and Insider Selling Pressure

• Outstanding awards (Glass): None shown; thus, limited near‑term vesting or selling pressure from equity awards .
• Company‑wide RSUs (Oct 14, 2021): Vest upon market‑cap milestones sustained for 20 consecutive trading sessions; none vested by Dec 31, 2024 .

Employment Contracts, Severance & Change‑of‑Control

• Glass: No employment agreement terms (severance multiple, change‑of‑control triggers, single/double trigger, tax gross‑ups) are disclosed in the proxy; statement indicates no additional compensation for his executive service .
• Reference (other NEOs): Chapman severance included cash payments, COBRA reimbursement, and option acceleration; illustrative of company practices but not applicable to Glass .

Investment Implications

• Alignment: Absence of Glass equity grants and beneficial ownership implies low direct “skin in the game”; combined with no anti‑hedging/pledging policy, alignment could be improved via performance‑based equity awards tied to clinical/regulatory milestones or TSR .
• Governance risk: Independence designation for an executive officer and lack of committee roles for Glass suggest oversight may rely heavily on other independent directors; monitor potential changes to independence status and committee participation post‑meeting .
• Liquidity/Listing: Bid‑price deficiency and planned reverse split introduce dilution/volatility risk; execution against capital plan and clinical catalysts will be critical to sustain listing and attract long‑term investors .
• Pay‑for‑performance: The company’s 2021 plan permits rigorous metrics, but no Glass‑specific performance awards disclosed; instituting PSUs with explicit targets (EBITDA, TSR, clinical endpoints) could support retention and confidence signals .
• Retention risk: With predominantly cash pay and no disclosed severance/change‑of‑control economics for Glass, retention levers appear limited; watch for future contract filings (8‑K 5.02/DEF 14A) that may add retention and performance‑linked equity .