James Donohue
About James Donohue
James Donohue, age 55, is an independent director of Acurx Pharmaceuticals (ACXP) and has served on the board since July 2021. He is a Vice President at Charles River Associates (Nasdaq: CRAI) with 30+ years’ experience in valuation, damages, and forensic accounting; he is a CPA (Maryland), a Certified Valuation Analyst (CVA), and Accredited in Business Valuation (ABV). The board classifies him as an independent director under Nasdaq rules, and he was selected for his financial accounting expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acurx Pharmaceuticals (ACXP) | Director (Class III) | Jul 2021–present | Audit Committee Chair; board met 10x and committees met 5x in 2024; Audit Committee met 4x in 2024; board deemed him an “audit committee financial expert.” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Charles River Associates (Nasdaq: CRAI) | Vice President | Apr 2004–present | Economic/financial/management consulting; credentials: CPA (MD), CVA, ABV. |
Board Governance
- Independence and classification: Donohue is an independent director (Nasdaq definition), serving as a Class III director with a term ending at the 2027 annual meeting.
- Committee roles: Chair of the Audit Committee; all Audit members meet SEC/Nasdaq independence standards; designated as an “audit committee financial expert.”
- Attendance and engagement: In 2024, the board held 10 meetings and committees met 5 times; no director attended fewer than 75% of applicable meetings. In 2023, the board held 9 meetings; again, no director was below 75%.
- Election results (signal of support): At the 2024 annual meeting, Donohue received 4,810,817 “For,” 1,001,320 “Withheld,” and 4,836,213 broker non-votes.
- Nominating process: No standing nominating committee; a majority of independent directors recommend nominees under Nasdaq Rule 5605(e)(2).
Fixed Compensation
- Structure (2024): Annual cash retainer $40,000 for independent directors; Audit Chair additional $15,000; non-chair Audit members $7,500; Compensation Chair $10,000; non-chair Compensation members $5,000. No meeting fees disclosed.
- Donohue’s reported director compensation:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 | 55,000 |
| Stock Awards ($) | — | — |
| Option Awards (Grant-Date Fair Value, $) | 21,440 | 22,104 |
| Non-Equity Incentive Plan Compensation ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 76,440 | 77,104 |
Performance Compensation
- Instruments and vesting: Annual option grants (no RSUs/PSUs disclosed) with one-year cliff vesting for director awards.
| Grant Year | Grant Date | Instrument | Fair Value ($) | Vesting | Options Outstanding at Year-End |
|---|---|---|---|---|---|
| 2023 | Jun 15, 2023 | Stock Options | 21,440 | Vest on one-year anniversary | 60,000 as of 12/31/2023 |
| 2024 | Jun 15, 2024 | Stock Options | 22,104 | Vest on one-year anniversary | 72,000 as of 12/31/2024 |
Note: No performance-based metrics (e.g., TSR, revenue, EBITDA) are tied to director compensation in the proxy disclosures.
Other Directorships & Interlocks
- The ACXP proxy lists other public company directorships for each director when applicable; none are disclosed for Donohue over the last five years.
Expertise & Qualifications
- Audit and financial expertise: CPA (MD), CVA, ABV; designated “audit committee financial expert” by the board.
- Professional background: 30+ years in valuation, damages, forensic accounting; Vice President at CRAI since 2004.
- Education: B.S. in Accountancy, Villanova University.
Equity Ownership
- Beneficial ownership and alignment (two reporting dates; split-adjusted where noted):
| As-Of Date | Total Beneficial Ownership (sh) | Common (sh) | Warrants (sh) | Options Exercisable ≤60 days (sh) | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|---|
| May 15, 2025 (pre 1-for-20 reverse split) | 110,454 | 22,352 | 16,102 | 72,000 | <1% | 23,481,606 |
| Jul 23, 2025 (post 1-for-20 reverse split) | 5,523 | 1,118 | 805 | 3,600 | <1% | 1,538,227 |
- Reverse split context: The company effected a 1-for-20 reverse stock split on Aug 4, 2025; the special meeting proxy adjusts all share amounts accordingly.
Related-Party Exposure and Policies
- Policy: Audit Committee must pre-approve related party transactions ≥$120,000; committee evaluates terms versus third-party equivalents.
- Transaction: On Jan 6, 2025, ACXP sold 167,488 shares at $1.015 per share in a registered direct offering and issued concurrent private placement warrants at a $0.90 exercise price to institutional investors and director participants including Donohue.
Risk Indicators & Policies
- Insider trading/hedging: Directors and insiders are prohibited from hedging, short selling, and using derivative instruments designed to offset declines in ACXP stock.
- Section 16(a) compliance: The company reported certain late Form 4s by other insiders (DeLuccia, Shawah, Luci) but did not identify any delinquent filings for Donohue.
- Shareholder support: Donohue’s 2024 election received 4,810,817 For vs 1,001,320 Withheld (with 4,836,213 broker non-votes).
Governance Assessment
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Positives:
- Strong financial oversight profile: independent Audit Chair and designated audit committee financial expert.
- Attendance and engagement were adequate (≥75% threshold met in 2023 and 2024).
- Hedging/shorting is prohibited, supporting alignment with shareholder outcomes.
-
Watch items:
- Participation in company financings can present perceived conflicts; governed by Audit Committee pre-approval process—continue monitoring future insider participation and terms.
RED FLAG: Participation by directors (including Donohue) in the Jan 6, 2025 financing at $1.015 per share with $0.90 warrants, while commonplace in micro-cap biotech capital formation, is a related-party transaction and warrants ongoing scrutiny of pricing, process, and Audit Committee oversight.