Gail Naughton
TherapeuticsMDAbout Gail K. Naughton
Gail K. Naughton, Ph.D., age 69, has served as an independent director of TherapeuticsMD since March 2020. She is a regenerative medicine pioneer with 30+ years of executive, scientific, and commercialization experience, including leading FDA-approved products to market; she holds extensive patents and has founded two companies in the field. Education includes B.S. (St. Francis College), M.S. (Histology) and Ph.D. (Hematology) from NYU Medical Center, and an E.M.B.A. from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Histogen | Chief Scientific Officer & Chief Business Development Officer | Since April 2017 | Founded company; advanced novel cell-derived solutions |
| Histogen | Chairman & Chief Executive Officer | June 2007 – April 2017 | Led company formation and product development |
| Advanced Tissue Sciences, Inc. | Vice Chairman | Mar 2002 – Oct 2002 | Senior leadership in tissue engineering |
| Advanced Tissue Sciences, Inc. | President | Aug 2000 – Mar 2002 | Operational leadership |
| Advanced Tissue Sciences, Inc. | President & COO | 1995 – 2000 | Commercialized multiple products |
| Advanced Tissue Sciences, Inc. | EVP & COO | 1991 – 1995 | Operations and scale-up |
| San Diego State University (College of Business Administration) | Dean | Aug 2002 – Jun 2011 | Academic leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CEL-SCI Corporation (NYSE American: CVM) | Director | Aug 2022 – Apr 2024 | Public company board service |
| Cytori Therapeutics, Inc. (NASDAQ: CYTX) | Director | Jul 2014 – Jan 2018 | Public company board service |
Board Governance
- Independence: Board affirmatively determined Dr. Naughton is independent under SEC and Nasdaq rules; a majority of the board is independent .
- Committee assignments: Chair, Compensation Committee; members include Cooper C. Collins and Justin Roberts (all independent). Audit Committee members are Collins (Chair), Roberts, and Thompson; Nominating handled by full independent board (no separate committee) .
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of combined board and committee meetings. 2024 annual meeting attended virtually by two directors .
- Executive sessions: Regularly scheduled; chaired by the Board Chair (Tommy G. Thompson) .
- Majority voting policy: In uncontested elections, any nominee receiving more “withhold” than “for” votes must offer to resign; independent directors decide within 90 days .
- Clawback policy: Adopted in 2023 per SEC/Nasdaq Section 954 standards .
- Anti-hedging/pledging policy: Directors, officers, employees prohibited from hedging, short sales, and pledging company securities (including margin accounts) .
Board/Committee engagement metrics:
| Metric | FY 2024 |
|---|---|
| Board meetings (#) | 9 |
| Compensation Committee meetings (#) | 0 |
| Audit Committee meetings (#) | 4 ; 5 (per Audit Committee Report) |
Note: The DEF 14A contains two disclosures for 2024 Audit Committee meetings (4 vs. 5) in different sections .
Fixed Compensation
- Policy retainers: Director annual cash retainer $57,500; Compensation Committee Chair retainer $20,000; no per-meeting fees; audit committee member/chair retainers apply, but Naughton is not on Audit. Directors were reimbursed for reasonable meeting expenses .
Compensation paid (director-level):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer policy – Director ($) | $57,500 | $57,500 |
| Compensation Committee Chair policy ($) | $20,000 | $20,000 |
| Fees Earned or Paid in Cash – Naughton ($) | $77,500 | $77,500 |
| Per-meeting fees | None | None |
Performance Compensation
- Annual equity: In 2023, directors (except Roberts) received 8,500 RSUs; vest on one-year anniversary of grant. No director equity awards were granted in 2024 .
- Valuation: RSUs valued at grant-date stock price and expensed straight-line over service period .
Equity awards (director-level):
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs granted to directors (count) | 8,500 (annual award) | None granted |
| Naughton – Stock Awards fair value ($) | $33,745 | — |
| RSUs vesting terms | One-year from grant date | N/A |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no Item 404 related relationships for Naughton, Collins, or Roberts. No reciprocal interlocks with other entities’ compensation committees .
- Related-party transactions policy: Material transactions with directors/officers require fairness or approval by disinterested directors/stockholders; Audit Committee reviews potential conflicts .
Expertise & Qualifications
- Regenerative medicine executive and scientist; developed tissue-engineered products including TransCyte (severe burns), Dermagraft (diabetic ulcers), Cosmederm/Cosmeplast (dermal filler), and SkinMedica’s TNS; extensively published and frequent speaker; National Inventor of the Year (2000) .
- Business leadership (Dean at SDSU), commercialization, and IP portfolio; board service at multiple public companies .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 | 10/20/2025 (record date) |
|---|---|---|---|
| RSUs vested but not settled (#) | 5,000 | 8,500 | — |
| Stock awards outstanding (#) | 13,500 | 8,500 | — |
| Shares beneficially owned (#) | — | — | 8,500 |
| Ownership as % of shares outstanding | — | — | <1% (outstanding 11,574,362) |
- Options: None outstanding for Naughton as of both 2023 and 2024 .
- Pledging/hedging: Company prohibits; no pledging disclosure for Naughton found .
Say‑on‑Pay & Shareholder Feedback
2024 annual meeting voting outcomes:
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director election – Gail K. Naughton, Ph.D. | 4,635,015 | 223,276 | — | 1,973,908 |
| Say‑on‑Pay (NEOs, FY2023) | 4,609,794 | 218,147 | 30,350 | 1,973,908 |
| Auditor ratification (FY2024) | 6,436,990 | 383,240 | 11,969 | 0 |
Governance Assessment
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Strengths:
- Independent director, chair of Compensation Committee; board composed wholly of independent directors; regular executive sessions; majority voting policy enhances accountability .
- Attendance thresholds met (no director under 75%); board met 9 times in 2024 .
- Clawback policy and anti-hedging/pledging enhance investor alignment and risk control .
- No Item 404 related-party relationships for Compensation Committee members; no disclosed Naughton-related transactions .
-
Alignment and engagement signals:
- Compensation mix shifted year-over-year: 2023 included equity (RSUs) while 2024 had no director equity grants; Naughton’s cash fees held steady at $77,500, equity fair value in 2023 was $33,745; RSUs vest time-based, not performance-based .
- Beneficial ownership is modest (8,500 shares, <1%); options none; RSUs vested but not settled at 2024 year-end indicate some equity alignment .
-
Potential RED FLAGS to monitor:
- Compensation Committee did not meet in 2024 despite chair role; the DEF 14A also reports 4 vs. 5 Audit Committee meetings in different sections, suggesting a disclosure inconsistency that warrants follow-up on committee activity and oversight cadence .
- No director equity grants in 2024 may reduce ongoing equity-based alignment, though legacy RSUs were outstanding/vested .
-
Shareholder support:
- Strong “for” votes for Naughton’s re‑election and for say‑on‑pay in 2024 indicate investor support for governance and compensation frameworks at that time .