Joseph Scodari
About Joseph C. Scodari
Independent director at Acurx Pharmaceuticals since July 2021; age 72; B.A. from Youngstown State University. Former Worldwide Chairman, Pharmaceuticals Group at Johnson & Johnson and prior Company Group Chairman of J&J’s Biopharmaceutical Business; designated by Acurx as an audit committee financial expert and an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Worldwide Chairman, Pharmaceuticals Group; Member of Executive Committee | Mar 2005–Mar 2008 | Led global pharma operations |
| Johnson & Johnson (Biopharma) | Company Group Chairman | 2003–Mar 2005 | Oversaw biopharma businesses |
| Centocor Inc. | President, Pharmaceutical Division; President & COO | 1996–1999 | Executive leadership through acquisition by J&J in 1999 |
| Rhône-Poulenc Rorer (Rorer Pharmaceuticals) | VP Marketing & Business Development; SVP & GM for Americas | 1989–1990s | Regional general management across U.S., North America, Americas |
| Sterling Drug (Winthrop Laboratories) | Sales; Diagnostic Imaging Division leadership; Corporate Strategic Marketing (Imaging) | Began 1974 | Business unit leadership in imaging |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Optinose (Nasdaq: OPTN) | Chairman of the Board | Since Oct 2017 | Specialty pharma focused on ENT/allergy |
| Actelion Pharmaceuticals Ltd. | Director (prior) | Not disclosed | Prior board service |
| Endo Health Solutions, Inc. | Director (prior) | Not disclosed | Prior board service |
| Covance, Inc. | Director (prior) | Not disclosed | Prior board service |
| University of the Health Sciences (Philadelphia) | Board (non-profit) | Not disclosed | Non-profit governance |
| Robert Wood Johnson School of Medicine | Board of Overseers | Not disclosed | Non-profit governance |
| Gwynedd Mercy College | Board of Trustees | Not disclosed | Non-profit governance |
| BIO (Biotechnology Industry Organization) | Vice Chairman | Not disclosed | Industry association leadership |
| PA BIO | Chairman | Not disclosed | Industry association leadership |
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Committee assignments: Audit Committee member (Acurx designated him an “audit committee financial expert”) ; Compensation Committee Chair .
- Attendance: No director attended fewer than 75% of board and committee meetings in FY2024; board met 10 times, committees met 5 times; Audit Committee met 4 times; Compensation Committee met once .
- Nominating: No standing nominating committee; majority of independent directors recommend nominees .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Standard independent director retainer |
| Audit Committee member retainer | $7,500 | Non-chair member fee |
| Compensation Committee chair retainer | $10,000 | Chair fee |
| Total cash fees (reported) | $57,500 | Sum of retainers |
Director fee policy:
- Non-chair Audit members: $7,500; chair $15,000 .
- Non-chair Compensation members: $5,000; chair $10,000 .
Performance Compensation
| Grant Type | Grant Date | Number/Status | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Stock options (annual director grant) | Jun 15, 2024 | Outstanding options at 12/31/2024: 72,000 | $22,104 grant-date fair value | Vests on one-year anniversary of grant date |
Notes:
- No performance metrics disclosed for director equity; grants are time-based .
Other Directorships & Interlocks
- Current public company board: Optinose (Chairman) .
- Prior public company boards: Actelion, Endo Health Solutions, Covance .
- No interlocks with Acurx suppliers/customers disclosed in the proxy; related-party transactions policies require Audit Committee pre-approval .
Expertise & Qualifications
- Industry: Senior leadership across biopharma (J&J, Centocor, Rhône-Poulenc Rorer), extensive pharma commercialization and general management experience .
- Financial oversight: Audit Committee member; designated audit committee financial expert .
- Governance: Chair of Compensation Committee; committee uses independent consultant Pearl Meyer for compensation program design and market practices .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Direct Shares | Warrants (within 60 days) | Options (within 60 days) |
|---|---|---|---|---|---|
| May 15, 2025 | 124,339 | <1% | 27,708 | 24,631 | 72,000 |
| Jul 23, 2025 (post 1-for-20 reverse split) | 6,217 | <1% | 1,385 | 1,232 | 3,600 |
Additional alignment signals:
- Insider Trading Policy prohibits hedging (short sales, derivatives, collars) by directors and insiders .
- Reverse stock split effective Aug 4, 2025; all share figures adjusted accordingly in Aug 2025 special meeting proxy .
Governance Assessment
- Strengths: Independent; Compensation Committee Chair; Audit Committee financial expert; strong attendance; use of independent compensation consultant (Pearl Meyer) .
- Ownership alignment: Holds common, warrants, and options; participated (with other directors) in company financing on Jan 6, 2025 (registered direct + concurrent private placement), indicating capital support alongside shareholders .
- Potential conflicts/RED FLAGS: Director participation in financings can raise related-party considerations (Audit Committee pre-approval required; disclosed in “Certain Relationships and Related Person Transactions”) . No other related-party transactions involving Scodari disclosed; Section 16(a) late filings noted for other executives, not naming Scodari .
- Committee efficacy: Audit met 4x and Compensation 1x in FY2024; workload consistent with a micro-cap biotech; continued oversight needed amid multiple dilutive financing proposals (warrants, ELOC, equity plan increase) impacting shareholder dilution and pay structures .