David Luci
About David Luci
David P. Luci is co-founder, President & CEO, and Director of Acurx Pharmaceuticals (since February 2018), previously Managing Director until June 2021. He was CEO of Dipexium Pharmaceuticals from February 2010 until its sale to PLx Pharma in April 2017 for $69.0 million, and served on boards at Abeona Therapeutics (Chair of Audit and Compensation) and MacroChem (President and director). He earlier held executive roles at Bioenvision and began his career at Ernst & Whinney; education includes B.S. in Business Administration (Accounting, Bucknell) and J.D. (Albany Law), CPA (PA, inactive) and NY Bar membership; he is Chairman of Digital Prime Technologies (private) . Acurx is a clinical-stage company with no revenues to date and reported net losses of $14.1M in 2024; auditors expressed substantial doubt about going concern, and management states no product revenue is expected in the near term .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dipexium Pharmaceuticals (Nasdaq: DPRX) | President & CEO | Feb 2010 – Apr 2017 | Led sale to PLx Pharma for $69.0M |
| Abeona Therapeutics (Nasdaq: ABEO) | Director; Chair Audit & Compensation | Feb 2009 – Jan 2010 | Governance leadership during MacroChem integration |
| MacroChem (OTC BB: MACM) | President; Director | Dec 2007 – Feb 2009 | Operated through acquisition transition |
| Bioenvision, Inc. | EVP, CFO, General Counsel, Corporate Secretary | Prior to 2007 | Multi-disciplinary executive leadership in oncology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Digital Prime Technologies (private) | Chairman | Current | Technology-focused company; governance leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $475,000 | $475,000 | $537,508; increased to $550,000 effective March 2024 |
| Target Bonus (%) | 45% of salary (effective Jan 13, 2022) | Up to 50% (effective Feb 13, 2023) | Up to 50%; salary increased Mar 1, 2024 |
| Actual Cash Bonus ($) | $180,000 | $193,978 | $249,375 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
Performance Compensation
| Equity Award | Grant Date | # Options | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| CEO initial grant | Jul 1, 2021 | 500,000 | $6.18 | 25% at grant; 75% monthly over 36 months (fully vested by Jul 1, 2024) | Jul 2031 |
| CEO grant | Jun 29, 2021 | 350,000 | $6.26 | 40% at grant; 60% monthly over 36 months (fully vested by Jun 29, 2024) | Jun 2031 |
| CEO grant | 2023 | n/a (not disclosed) | $3.41 | Not disclosed; options had no intrinsic value at Mar 14, 2024 | Not disclosed |
| CEO grant | 2024 | n/a (not disclosed) | $3.15 | Not disclosed; options had no intrinsic value at Mar 14, 2025 | Not disclosed |
Notes:
- Acurx did not disclose specific annual performance metrics, weightings, or payout formulas for CEO bonuses; only target percentages and actual bonuses are disclosed .
- Option awards in 2023 and 2024 were underwater as of proxy cut-offs, reducing near-term exercise-driven selling pressure .
Equity Ownership & Alignment
| As of July 23, 2025 | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| David P. Luci Beneficial Ownership | 128,865 | 8.0% of 1,538,227 shares | 57,377 common; 4,294 warrants; 67,194 options exercisable within 60 days |
Additional ownership context:
- All directors and executive officers (8 persons) held 323,629 shares (20.3%) .
- Armistice Capital beneficially owned 455,654 shares (24.6%), with warrants subject to a 4.99% exercise cap .
- Company implemented a 1-for-20 reverse stock split effective August 4, 2025; share and exercise prices in that proxy are adjusted accordingly .
Insider trading policy:
- Hedging, short sales, and trading in public options are prohibited; designated insiders must pre-clear trades with the CFO .
Section 16 compliance:
- Form 4 reports covering an aggregate of three transactions (2023 proxy) and four transactions (2025 proxy) were filed late by Luci and others .
Employment Terms
| Term | Details |
|---|---|
| Current Agreement | Amended & Restated Employment Agreement dated May 25, 2021, effective June 29, 2021 |
| Base Salary | $450,000 at agreement; increased to $475,000 on Jan 13, 2022; to $550,000 on Mar 1, 2024 |
| Target Bonus | Up to 40% initially; to 45% in 2022; to 50% in 2023 |
| Severance (without cause or for good reason) | 2x sum of annual base salary + target bonus; plus any earned but unpaid incentive compensation; stock option grants become fully vested at termination |
| IPO-related one-time bonus | $60,000 at IPO closing |
| Equity plan | 2021 initial option grant: 500,000 options; 25% at grant; 75% monthly over 36 months |
Change-of-control provisions:
- Proxies summarize severance and acceleration upon certain terminations; specific single/double trigger CIC terms beyond the above were not detailed in the cited disclosures .
Board Governance
- Board committees: Audit Committee (James Donohue, Chair; Joseph C. Scodari; Thomas Harrison) — all independent and designated “financial experts”; met four times in 2023 . Compensation Committee (Joseph C. Scodari, Chair; Thomas Harrison; Carl V. Sailer) — all independent; met once in 2024; determines CEO compensation without CEO present; engaged Pearl Meyer as independent compensation consultant .
- Meeting attendance: In 2022, no director attended fewer than 75% of board and committee meetings; board met 10 times; committees met 6 times .
- Dual role implications: Luci is CEO and a director but is not listed on any board committees; independent committees and processes mitigate typical CEO/Chair dual-role concerns; Executive Chairman role is held by Robert J. DeLuccia .
- Auditor report: CohnReznick LLP highlighted going-concern uncertainty in FY 2024 audit report .
Director Compensation (Non-Employee; historical)
| Name | Cash Retainer ($) | Committee Chair ($) | Committee Member ($) | Total ($) |
|---|---|---|---|---|
| Carl V. Sailer | $40,000 | +$10,000 if Comp Chair (not chair in 2022) | +$5,000 (Comp) / +$7,500 (Audit) | $45,000 (2022 actual) |
| Jack H. Dean | $40,000 | — | — | $40,000 (2022 actual) |
| Joseph C. Scodari | $40,000 | +$10,000 (Comp Chair) | — | $57,500 (2022 actual) |
| Thomas Harrison | $40,000 | — | +$7,500 (Audit) | $52,500 (2022 actual) |
| James Donohue | $40,000 | +$15,000 (Audit Chair) | — | $55,000 (2022 actual) |
Note: Directors employed by the company (e.g., CEO, Executive Chairman) do not receive board fees .
Performance & Track Record
- Acurx has not generated revenue since inception and does not expect near-term product revenue; cumulative losses ~$67.3M as of Dec 31, 2024; net loss $14.1M in 2024; management and auditors note going-concern risks .
- Capital markets activity: Registered direct offerings (e.g., Jan 2025 affiliate participation at $1.015 per share with $0.90 warrants), ATM program in 2023 (suspended Jan 6, 2025) .
- CEO past exit: Dipexium sale for $69.0M in 2017 indicates M&A execution capability .
Compensation Structure Analysis
- Mix shift and guarantees: Base salary increased to $550,000 in 2024 and bonus target to 50% in 2023; no stock grant values reported in 2022–2024; option awards recorded as $0 in SCT for 2022–2024 despite grants, suggesting heavy cash weighting and limited equity value realization during the period .
- Options repricing/modification: No repricing disclosed; 2023 and 2024 options had no intrinsic value as of proxy dates (underwater) .
- Consultant independence: Pearl Meyer engaged by Compensation Committee as independent advisor (2023–2024) .
Related Party Transactions and Insider Participation
- Insider financings: CEO and directors participated in July 2022 offering (19,737 shares + A/B warrants each for ~$75,000.60) ; participated again in January 2025 registered direct/private placement (aggregate 167,488 shares to affiliates; $0.90 affiliate warrants) .
- Indemnification agreements are in place for directors and officers .
Risk Indicators & Red Flags
- Going concern and funding reliance: Auditors’ substantial doubt and management disclosures indicate continued dependence on external capital markets .
- Concentrated ownership: Armistice Capital at 24.6% could influence governance and financing outcomes .
- Reverse split: 1-for-20 reverse split effective August 4, 2025, often associated with maintaining listing compliance and capital-raising flexibility .
- Section 16(a) late filings: Late Form 4s by Luci and others in 2023 and 2024 proxies reflect compliance lapses (minor but noted) .
- Hedging prohibited: Policy reduces misalignment risk, though pledging policy was not specifically disclosed in the cited materials .
Equity Ownership & Alignment (Detail)
| Category | Shares | Notes |
|---|---|---|
| Common shares | 57,377 | Held directly |
| Warrants | 4,294 | Underlying common shares |
| Stock options (exercisable within 60 days) | 67,194 | Vested/exercisable within 60 days of July 23, 2025 |
| Total beneficial ownership | 128,865 (8.0%) | Based on 1,538,227 shares outstanding |
Investment Implications
- Alignment: Luci’s direct and derivative ownership (8.0%) and long-dated options indicate skin-in-the-game; options largely fully vested and underwater as of recent proxies, which reduces near-term exercise/selling pressure but also diminishes equity incentives unless stock re-rates on pivotal clinical/regulatory milestones .
- Pay-for-performance: Cash compensation has risen amid lack of revenue and continuing losses; absence of disclosed, objective annual performance metrics and no equity grant values in SCT (2022–2024) suggest limited explicit pay-for-performance tethering, though bonus target percentages exist and Compensation Committee uses an independent consultant .
- Retention and severance economics: Two-times salary+target bonus and full vesting upon certain terminations for CEO provide retention but create potential payout risk if leadership transitions occur prior to value creation; no detailed CIC trigger structure disclosed beyond termination provisions .
- Trading signals: Late Section 16 filings and frequent capital raises (ATM, RDO/PIPE) point to ongoing financing dependence; insider participation in offerings supports commitment but also indicates need for capital. Monitor clinical catalysts, financing cadence, and any shifts in equity award structure (e.g., PSUs/RSUs introduction) for signal changes in confidence and alignment .