Robert DeLuccia
About Robert DeLuccia
Robert J. DeLuccia is Co‑founder and Executive Chairman of Acurx Pharmaceuticals (ACXP) and has served as a director since February 2018. He is 79 years old and holds a BBA (Marketing) and MBA from Iona College . Prior roles include Executive Chairman of Dipexium Pharmaceuticals (sold to PLx Pharma in 2017 for $69m), CEO of MacroChem and Immunomedics, and President of Sterling Winthrop’s U.S. business (later part of Sanofi), underscoring deep operating and transaction experience in biopharma . The company’s proxies do not disclose TSR, revenue growth, or EBITDA growth performance metrics tied specifically to his compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dipexium Pharmaceuticals | Executive Chairman | 2010–2017 | Led company to sale to PLx Pharma for ~$69m |
| MacroChem | Chairman, President & CEO | 2004–2009 | Led development-stage public dermatology/oncology platform |
| Immunomedics | President & CEO | Not disclosed | Led antibody therapeutics and diagnostics business |
| Sterling Winthrop (later Sanofi U.S. subsidiary) | President (U.S.) | Not disclosed | Senior P&L leadership in U.S. pharma operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IBEX Technologies Inc. | Director | Until 2024 sale | Board member; company sold to BBI Solutions OEM Limited in 2024 |
| Pfizer (early career) | Sales → VP, Roerig Division | Not disclosed | Commercial leadership foundation |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base salary | $485,000 | $539,172 |
| Cash bonus | $193,978 | $254,625 |
| Non‑equity incentive plan compensation | $354,900 | $644,500 |
| Other compensation (health) | $22,558 | $25,133 |
| Total | $1,056,436 | $1,463,430 |
- Salary and target bonus trajectory: Base salary increased from $475,000 (2022) to $485,000 (Feb 13, 2023) and to $550,000 effective March 1, 2024; annual target bonus increased from 45% (Jan 13, 2022) to 50% (Feb 13, 2023) of salary .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual cash incentive (NEIP) 2023 | Not disclosed | Not disclosed | Not disclosed | $354,900 paid | Discretion/plan criteria not specified |
| Annual cash incentive (NEIP) 2024 | Not disclosed | Not disclosed | Not disclosed | $644,500 paid | Discretion/plan criteria not specified |
| Stock options (Feb 13, 2023 grant) | Service-based | — | — | — | 130,000 shares at $3.41; monthly vesting over 36 months to 2/13/2026; exp. Feb 2033 |
| Stock options (Feb 23, 2024 grant) | Service-based | — | — | — | 250,000 shares at $3.15; monthly vesting over 36 months to 2/23/2027; exp. Feb 2034 |
| Legacy stock options (Jun 29, 2021) | Service-based | — | — | — | 350,000 at $6.26; 40% vested at grant, remainder monthly to 6/29/2024; exp. Jun 2031 |
| Legacy stock options (Jul 1, 2021) | Service-based | — | — | — | 500,000 at $6.18; 25% vested at grant, remainder monthly to 7/1/2024; exp. Jul 2031 |
The proxies do not disclose specific quantitative performance metrics, weightings, or targets used for annual incentives (e.g., revenue, EBITDA, TSR) .
Equity Ownership & Alignment
| Snapshot date | Total beneficial ownership (sh) | % of outstanding | Common shares | Exercisable warrants (≤60 days) | Options exercisable (≤60 days) |
|---|---|---|---|---|---|
| May 15, 2025 (pre-reverse split) | 2,422,833 | 9.7% | 1,014,043 | 92,957 | 1,315,833 |
| July 23, 2025 (post 1:20 reverse split effective Aug 4, 2025) | 122,544 | 7.6% | 50,702 | 4,648 | 67,194 |
- Insider trading policy: Hedging (short sales, options, collars or similar) is prohibited for directors and executive officers; transactions require pre-clearance with the CFO . Pledging is not specifically addressed in the cited policy text (no disclosure found) .
- Vested vs unvested options at 12/31/2024: Exercisable 998,888; Unexercisable 231,112 (roll-up of grants shown below) .
Equity award detail (as of 12/31/2024):
| Grant | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 2021‑06 option | 350,000 | — | $6.26 | Jun 2031 |
| 2021‑07 option | 500,000 | — | $6.18 | Jul 2031 |
| 2023‑02 option | 79,444 | 50,556 | $3.41 | Feb 2033 |
| 2024‑02 option | 69,444 | 180,556 | $3.15 | Feb 2034 |
Employment Terms
| Term | Detail |
|---|---|
| Current role and start | Executive Chairman; director since Feb 2018 |
| Base salary | $550,000 effective Mar 1, 2024 (from $485,000 in 2023; $475,000 in 2022) |
| Target bonus | Up to 50% of salary (raised from 45% in 2022) |
| Initial IPO option grant | 500,000 options; 25% vested at IPO closing, rest vest monthly over 36 months; 10‑year term |
| Severance (without cause/for good reason) | 2x (base salary + target bonus) plus any unpaid incentive; all stock options fully vest upon termination |
| IPO cash bonus | One‑time $60,000 at IPO closing |
Change‑of‑control specifics (single vs double trigger, multiples beyond the above) are not separately disclosed; acceleration is tied to termination (without cause/for good reason) .
Board Governance
- Role and independence: Executive Chairman (non‑independent). ACXP separates CEO and Chair roles (CEO: David Luci; Chair: DeLuccia) .
- Board/committee structure (2024–2025):
- Audit Committee: James Donohue (Chair), Joseph Scodari, Thomas Harrison (all independent; all “financial experts”) .
- Compensation Committee: Joseph Scodari (Chair), Thomas Harrison, Carl Sailer (all independent) .
- DeLuccia is not listed as a member of Audit or Compensation Committees .
- Meetings and attendance: 10 board meetings in 2024; all directors attended ≥75% of board and committee meetings .
- Director compensation: Employees (including Executive Chairman) do not receive board retainers or equity for board service; non‑employee director retainer was $40,000 plus committee fees and option grants in 2024 .
Director Compensation
- As an employee‑director, DeLuccia did not receive separate board compensation; non‑employee director fee levels disclosed for context above .
Related Party Transactions, Risks, and Signals
- Insider participation in financings:
- July 2022 registered direct + concurrent private placement: DeLuccia purchased 19,737 shares and received 19,737 Series A and 19,737 Series B warrants; aggregate purchase price $75,000.60 .
- January 6, 2025 registered direct + private placement: aggregate 167,488 shares sold to affiliate directors including DeLuccia, with affiliate warrants at $0.90; each share priced at $1.015 .
- Late Section 16 filings: Form 4 reports covering an aggregate of four transactions in 2024 were filed late by DeLuccia (and two other executives) .
- Capital structure/dilution context:
- 2025 proposals to approve warrant share issuance (Series F and placement agent warrants) and an equity line with Lincoln Park (up to $12m), each requiring shareholder approvals under Nasdaq rules (potential dilution) .
- Reverse stock split authorization to regain Nasdaq bid price compliance (1:10 to 1:30; Board later effected a 1:20 split effective Aug 4, 2025) .
Compensation Committee and Advisory
- The Compensation Committee uses Pearl Meyer & Partners, LLC as its independent compensation consultant (2023 and 2024) .
- Peer group composition and target percentile are not disclosed in the proxies .
Compensation Structure Analysis
- Mix shift and risk: Cash compensation (salary + NEIP) increased in 2024; option grants continue with multi‑year monthly vesting, creating ongoing vesting-related potential supply but with insider trading constraints and hedging prohibitions .
- Performance linkage: Annual cash incentive payouts are disclosed, but underlying metrics/weights are not, limiting visibility into pay‑for‑performance alignment .
- Contract leverage: Severance of 2x salary+target bonus with full option acceleration on termination (without cause/for good reason) represents meaningful protection (single‑trigger on termination), which can reduce retention risk but may raise parachute concerns to some investors .
Investment Implications
- Alignment: DeLuccia’s substantial ownership (9.7% pre‑split; 7.6% post‑split after capitalization changes) signals high alignment with shareholders, though option overhang remains material and continues to vest through 2026–2027 .
- Overhang and dilution: Active use of options and external financing vehicles (warrants, ELOC) increases dilution risk; approvals sought under Nasdaq 20% rules underscore potential share issuance overhang .
- Governance: CEO/Chair separation with independent committees mitigates some dual‑role risks; however, the Executive Chairman is non‑independent and wields significant influence .
- Retention/trading signals: Ongoing monthly vesting through 2026–2027 could create periodic selling capacity; hedging is prohibited and transactions require pre‑clearance, moderating near‑term selling pressure .