Jack Dean
About Jack Dean
Jack H. Dean, Ph.D., Sc.D. (Hon.), DABT, Fellow ATS is an independent director of Acurx Pharmaceuticals (ACXP) who has served since July 2021; he is 83 years old as of the 2025 proxy and holds advanced credentials in toxicology and drug development . He earned a B.S. in microbiology and an M.S. in medical microbiology from California State University–Long Beach and a Ph.D. in molecular biology (with a biochemistry minor) from the University of Arizona; he has held research and academic posts at the University of Arizona, UNC Chapel Hill, and Duke . The board determined he is independent under Nasdaq rules, with no family relationships among directors or officers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | President, U.S. Science & Medical Affairs (R&D); Global Director of Preclinical Development | Prior to Jan 2006 | Led non-clinical/clinical development and regulatory affairs |
| Sterling Winthrop | Director of Toxicology; VP, Drug Safety (worldwide); Director, Alnwick Research Center; EVP, Drug Development | 1988–1992+ (Dir Toxicology 1988; VP 1989; Alnwick 1990–1992; EVP 1992) | Oversaw global drug safety and development |
| Chemical Industry Institute of Toxicology | Head, Dept. of Cellular & Molecular Toxicology | 1982–1988 | Led toxicology research |
| NIH (NIEHS/NTP) | Head, Immunotoxicology Section | Prior to 1982 | Directed immunotoxicology programs |
| Litton Bionetics | Department of Immunology (Director from 1975 to 1979) | 1972–1979 | Tumor immunology research programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Drug Development Advisors, LLC | President; advisor to Sanofi EVP Drug Development | Since 2006 | Consulting on strategy, safety, immunotoxicology |
| University of Arizona (Colleges of Medicine & Pharmacy) | Research Professor (Medical Pharmacology; Pharmacology/Toxicology) | Ongoing | Academic research appointments |
| UNC Chapel Hill; Duke University | Adjunct Professor | 1981–1988 | Adjunct academic roles |
Board Governance
- Board classification: Dean is Class II with term ending at the 2026 annual meeting . Independence affirmed (Nasdaq) with independent directors Harrison, Scodari, Dean, Sailer, Donohue; no family relationships disclosed .
- Committee memberships: Dean is not listed on Audit or Compensation Committees; Audit Committee members are Donohue (Chair), Scodari, Harrison; Compensation Committee members are Scodari (Chair), Harrison, Sailer .
- Attendance: In 2024, board met 10 times and committees 5; no director attended fewer than 75% of board/committee meetings; similar disclosure in 2023 (9 board, 5 committee meetings) and 2022 (10 board, 6 committee meetings) .
| Governance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings (count) | 10 | 9 | 10 |
| Committee meetings (count) | 6 | 5 | 5 |
| Dean committee roles | Not disclosed on Audit/Comp | Not disclosed on Audit/Comp | Not disclosed on Audit/Comp |
Fixed Compensation
Company policy and Dean’s cash compensation history:
| Year | Annual Retainer (Cash) | Committee Chair Fees (Policy) | Committee Member Fees (Policy) | Dean Cash Received |
|---|---|---|---|---|
| 2021 | $20,000 policy (quarterly) | $750/meeting (chair) | $500/meeting (member) | $10,500 |
| 2022 | $40,000 policy (annual) | $15,000 Audit Chair; $10,000 Comp Chair | $7,500 Audit; $5,000 Comp | $40,000 |
| 2023 | $40,000 policy (annual) | $15,000 Audit Chair; $10,000 Comp Chair | $7,500 Audit; $5,000 Comp | $40,000 |
| 2024 | $40,000 policy (annual) | $15,000 Audit Chair; $10,000 Comp Chair | $7,500 Audit; $5,000 Comp | $40,000 |
Performance Compensation
Dean’s director equity awards are time-based options; no RSUs/PSUs or performance metrics are disclosed for directors.
| Year | Option Awards (Grant-Date Fair Value $) | Grant Date | Vesting Terms | Options Outstanding (Year-End) |
|---|---|---|---|---|
| 2021 | $233,000 | 2021 | Vest ratably monthly over 36 months; accelerated upon Change of Control | 50,000 (12/31/2021) |
| 2022 | — (no new option awards disclosed) | — | — | 50,000 (12/31/2022) |
| 2023 | $21,440 | June 15, 2023 | Vest on one-year anniversary | 60,000 (12/31/2023) |
| 2024 | $22,104 | June 15, 2024 | Vest on one-year anniversary | 72,000 (12/31/2024) |
No performance scorecards (e.g., EBITDA, TSR, ESG) are tied to director compensation; all director equity grants are time-based options .
Other Directorships & Interlocks
- No other public company directorships in the past five years are disclosed in Dean’s biography; prior public board service includes Dipexium Pharmaceuticals (Nasdaq: DPRX), which merged with PLx Pharma in 2017 (outside five-year lookback) .
Expertise & Qualifications
- Deep pharmaceutical R&D oversight, drug safety, immunotoxicology, and preclinical development leadership at Sanofi and Sterling Winthrop .
- Academic research credentials and toxicology certifications (DABT, Fellow ATS) enhance science/clinical governance on ACXP’s board .
- Board determined he is independent and selected for extensive industry experience .
Equity Ownership
Beneficial ownership and alignment with shareholders:
| Metric | 2024 (as of Apr 26, 2024) | 2025 (as of May 15, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 71,304 | 114,398 |
| Ownership % of outstanding | * (less than 1%) | * (less than 1%) |
| Common shares | 17,693 | 27,546 |
| Warrants | 5,000 | 14,852 |
| Options exercisable within 60 days | 48,611 | 72,000 |
| Shares outstanding (context) | 15,823,102 | 23,481,606 |
No pledging/hedging disclosures specific to Dean are provided; related-party transactions must be pre-approved by the Audit Committee pursuant to the chartered policy .
Governance Assessment
- Independence and engagement: Dean is an independent director; board attendance disclosures indicate at least 75% participation across directors, supporting engagement .
- Committee coverage: Dean is not on Audit or Compensation Committees, which are chaired and populated by other independent directors, mitigating concentration risks; both committees meet and operate under publicly available charters .
- Compensation mix and alignment: Director pay is modest in cash ($40k retainer) with annual time-based option grants (no RSUs/PSUs or performance metrics), typical for small-cap biotech; YOY option values are consistent ($21.4k in 2023; $22.1k in 2024), and options vest at one year—no signs of repricing or discretionary bonuses .
- Ownership: Dean’s beneficial ownership is <1% but includes exercisable options; as a smaller reporting company, overall insider ownership is high at the group level (26.0% for all directors and current executive officers in 2025), which can support alignment, though Dean’s individual stake is limited .
- Potential conflicts and RED FLAGS: Dean’s ongoing consulting relationship with Sanofi via Drug Development Advisors, LLC is an external tie to a large pharma; ACXP discloses a robust related-party approval policy, and no specific related-party transactions tied to Dean are disclosed—monitor for any Sanofi/ACXP dealings as a watchpoint . Board diversity objectives are not met per Nasdaq Rule 5605(f)(2)(C) and the company provided an explanation rather than meeting targets—a board-level governance consideration for investors .