Clene Inc.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
Selection of Nominees
Based on the recommendations from the Nominating and Corporate Governance Committee, our Board has nominated three continuing directors, Robert Etherington, Shalom Jacobovitz, and Alison H. Mosca, to stand for re-election to the Board, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders or until the election and qualification of their respective successors or until their earlier death, retirement, resignation, or removal.
Each of Mr. Jacobovitz and Ms. Mosca are independent directors as defined by applicable Nasdaq listing standards governing the independence of directors. Each nominee has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve on the Board if elected. However, if any nominee is unable to serve, proxies will be voted for any replacement candidate nominated by our Board.
Class III Director Nominees for Election for a Three-Year Term Ending with the 2029 Annual Meeting of Stockholders:
| Robert Etherington President, Chief Executive Officer, and Director Age: 59 Director Since: 2013 | Mr. Etherington has been our President, Chief Executive Officer and Director since April 2013 and is in charge of overall management, business, and strategy of Clene. He has over 30 years of experience in commercialization of pharmaceuticals and biotechnology products. Mr. Etherington began his pharmaceutical career with a number of sales and marketing roles at Parke-Davis, a division of Pfizer, culminating in a Team Leader position that oversaw the drug Lipitor. He left Pfizer in 2000 to be the founding Director of Marketing of Actelion Pharmaceuticals, which was the largest biopharmaceutical company based in the EU until Johnson & Johnson Pharmaceuticals acquired the company in 2017. He joined Actelion in the year of its IPO and went on to hold various roles of increasing responsibility with a focus in cardiopulmonary disease. From 2016 to 2023, Mr. Etherington served on the board of directors of BioUtah, an independent trade association serving the life science industry in the state of Utah, including a term as Vice-Chair, Chairman and Executive Chair. Since 2018, he has also been a director of Corsair LLC, a privately held biotechnology company. Mr. Etherington obtained a B.S. in business with a pharmaceutical healthcare emphasis and an MBA from Brigham Young University, and also completed the alumnus-granting General Management Program at Harvard University. Mr. Etherington was selected to serve on our Board because of his experience in the pharmaceutical industry and because, as our founding Chief Executive Officer, he provides valuable operational and strategic insights to the Board’s decision-making process. |
|---|
| Shalom Jacobovitz Independent Director Age: 65 Director Since: 2013 | Mr. Jacobovitz has been on our Board since March 2013 and served as the Chairman of our Board from November 2015 to May 2021. He has over 30 years of professional experience in the development of pharmaceuticals and biotechnology products. From October 2003 to April 2013, Mr. Jacobovitz served as the President of Actelion Pharmaceuticals U.S., Inc., a subsidiary of Actelion, and was responsible for implementing strategies globally. From April 2013 to February 2018, Mr. Jacobovitz was the Chief Executive Officer of American College of Cardiology and was responsible for developing and implementing strategies and managing the members. From March 2018 to November 2025, Mr. Jacobovitz served as the Chief Executive Officer at CiVi Biopharma, Inc., a U.S. biopharmaceutical company, where he was in charge of overall management and business strategy. Since November 2025, he has served as the President and General Manager of Idorsia Pharmaceuticals U.S. where he leads the development, commercial strategy, and partnering efforts for a deep pipeline of pharmaceutical products. Mr. Jacobovitz earned a B.S. in biology from Western University in Canada. Mr. Jacobovitz was selected to serve as a director because of his extensive experience in the pharmaceutical and biotechnology industries, training in strategy, and proven leadership qualities. |
|---|---|
| Alison H. Mosca Independent Director Age: 53 Director Since: 2019 | Ms. Mosca has been on our Board since September 2019. She is a Managing Director and CEO of Kensington Capital Holdings, a single-family office she helped launch in 2008. Ms. Mosca brings over 25 years of experience, focused on private family wealth management, including wealth structuring, preservation and transfer, philanthropic advising, tax, investment, and risk management counsel. Prior to founding Kensington Capital Holdings, she built a multi-family office within Audax Group, a leading middle-market private equity firm for the founding members and their families. Previous to her work at Audax Group, Ms. Mosca spent several years at PricewaterhouseCoopers in its Private Client Group and Audit Assurance practices serving a variety of clients, including broker-dealers, venture capital and private equity funds and their general partners, investment managers, insurance, high tech, and manufacturing companies. Ms. Mosca’s experience also includes both non-profit and for-profit board level experience and mentoring. She is a Certified Public Accountant and received an M.S. with distinction in Personal Financial Planning from Bentley University and a B.S., cum laude with university honors program distinction, in Accounting from Northeastern University. Ms. Mosca was selected to serve as a director because of her deep experience in finance, accounting, and both public and private investment matters. |
Directors shall be elected by the holders of the plurality of the votes cast by the holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE“FOR”** THE ELECTION OF EACH OF THESE NOMINEES AS DIRECTOR.**
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.