Robert Shawah
About Robert Shawah
Robert G. Shawah is Chief Financial Officer of Acurx Pharmaceuticals and has served as CFO since June 2021 after prior roles as Chief Accounting Officer and VP Finance (2018–2021). He is 58 and holds a B.S. in Business Administration (Accounting) from Bucknell University; he previously was Chief Accounting Officer at Dipexium Pharmaceuticals until its sale to PLx Pharma in a $69.0M merger (April 2017) and has served as a director at Ameri100 and as VP at Baldwin Pearson & Co. . The company’s proxies do not disclose TSR or revenue/EBITDA growth metrics tied to his pay; Acurx’s 2025 filings emphasize capital structure actions (reverse split, warrant/equity authorizations) amid Nasdaq bid-price noncompliance, not operating KPIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acurx Pharmaceuticals | Chief Accounting Officer; VP Finance | 2018–2021 | Built finance function pre/post IPO; promoted to CFO June 2021 |
| Dipexium Pharmaceuticals (Nasdaq: DPRX) | Chief Accounting Officer | 2014–2017 | Supported company through sale to PLx Pharma in a $69.0M merger |
| Baldwin Pearson & Co., Inc. | Vice President | Ongoing prior to Acurx | Commercial real estate finance/operations experience |
| Arthur Andersen; W.R. Grace & Co.; other firms | Finance/Accounting roles | Prior years | 25+ years finance/accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameri100 (software integration) | Director | Aug–Dec 2018 | Board oversight during transition period |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 375,000 | 395,840 |
| Target Bonus % of Salary | 35% (effective Jan 13, 2022) | 35% (no change disclosed) | 40% (effective Mar 1, 2024) |
| “Bonus” (discretionary) ($) | 75,000 | 95,288 | 137,813 |
| Non-Equity Incentive Plan Compensation ($) | — | 204,750 | 373,810 |
| Other Compensation ($) | — | — | — |
| Total Compensation ($) | 375,000 | 675,038 | 907,463 |
Notes:
- Salary progression reflects increases to $375k (Feb 13, 2023) and $400k (Mar 1, 2024) with a 40% bonus target from March 2024 .
Performance Compensation
- No formal quantitative performance metrics (e.g., revenue, EBITDA, TSR) or weightings are disclosed in the proxies for executive annual incentive plans. Awards appear as “Bonus” (discretionary) and “Non-Equity Incentive Plan Compensation,” with target bonus percentage noted; detailed goal frameworks are not provided .
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Annual Bonus (% of salary) | 35% | 35% | 40% (from Mar 1) |
| Non-Equity Incentive Plan Payout ($) | — | 204,750 | 373,810 |
| Discretionary Bonus ($) | 75,000 | 95,288 | 137,813 |
| Equity Type | Stock options; no RSUs/PSUs disclosed | Stock options | Stock options |
| Vesting | See option schedule below | See option schedule below | See option schedule below |
Equity Ownership & Alignment
- Beneficial ownership and mix
| Date (Shares O/S Basis) | Total Beneficial Ownership (Shawah) | Percent | Composition |
|---|---|---|---|
| Apr 14, 2022 (10,263,202) | 326,492 | 3.1% | 189,200 common; 625 warrants; 136,667 options exercisable within 60 days |
| Apr 24, 2023 (11,671,795) | 398,825 | 3.4% | Not itemized in table footnote |
| Apr 26, 2024 (15,823,102) | 503,936 | 3.1% | 189,200 common; 625 warrants; 314,111 options exercisable within 60 days |
| May 15, 2025 (23,481,606) | 730,186 | 3.0% | 189,200 common; 625 warrants; 540,361 options exercisable within 60 days |
| Jul 23, 2025 post 1-for-20 reverse split | 37,322 | 2.4% | 9,460 common; 31 warrants; 27,831 options exercisable within 60 days |
| Reverse Split Effective | — | — | 1-for-20 effective Aug 4, 2025 (all share amounts adjusted in special meeting proxy) |
- Outstanding options by grant (vesting, strike, expiry)
| Grant Date | Options | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|
| Jun 29, 2021 | 70,000 | 40% on grant; 60% monthly through Jun 29, 2024 | $6.26 | Jun 2031 |
| Jul 1, 2021 | 200,000 | 25% on grant; 75% monthly through Jul 1, 2024 | $6.18 | Jul 2031 |
| Feb 13, 2023 | 75,000 | Monthly over 36 months to Feb 13, 2026 | $3.41 | Feb 2033 |
| Feb 23, 2024 | 145,000 | Monthly over 36 months to Feb 23, 2027 | $3.15 | Feb 2034 |
- Options outstanding at FY2024 year-end
| As of Dec 31, 2024 | Exercisable | Unexercisable |
|---|---|---|
| 70,000 @ $6.26 (Jun 2031) | 70,000 | — |
| 200,000 @ $6.18 (Jul 2031) | 200,000 | — |
| 75,000 @ $3.41 (Feb 2033) | 45,833 | 29,167 |
| 145,000 @ $3.15 (Feb 2034) | 40,278 | 104,722 |
-
Hedging/Pledging/Guidelines and Clawback
- Hedging and short sales prohibited for directors/executives under the Insider Trading Policy; trades by designated insiders must be cleared in advance. No explicit pledging prohibition is disclosed; no pledging reported in ownership footnotes .
- Clawback: 2021 Equity Incentive Plan provides for recoupment and/or forfeiture under the Company’s clawback policy if triggered .
- Stock ownership guidelines are referenced (clearance requirement for those “subject to stock ownership guidelines”), but multiples/requirements and compliance status are not disclosed .
-
Insider selling pressure: Form 4 data not surfaced in the proxy set; no Form 4s were retrieved via the local document catalog for ACXP during this review window [ListDocuments type=4 returned none].
Employment Terms
- Employment agreements: Shawah entered an Amended and Restated Employment Agreement effective June 29, 2021; base salary initially $250,000 with bonus up to 30%, increased to $300,000 and 35% (Jan 13, 2022), $375,000 (Feb 13, 2023), and $400,000 with a 40% target bonus (Mar 1, 2024) .
- Severance: If terminated without cause or resigns for “good reason,” CFO is entitled to 1x (one times) the sum of annual base salary + target bonus, plus any earned but unpaid incentive compensation; stock option grants become fully vested at termination .
- Change of control: Under the 2021 Equity Incentive Plan, in a Corporate Transaction that also constitutes a Change of Control, all options/stock rights vest in full immediately prior to the Change of Control unless assumed by the acquirer; the administrator may also cash out, continue, or terminate awards per plan discretion .
- Clawback: Company may recover or force forfeiture of stock-rights compensation pursuant to the Company’s clawback policy .
Compensation Committee Analysis
- Governance/consultants: The Compensation Committee (independent directors) oversees executive pay and administers the 2021 Equity Incentive Plan; it retained Pearl Meyer & Partners as independent compensation consultant in 2024 (and previously in 2021 for 2022 year-end evaluation) .
- Pay structure: Mix is cash (salary + non-equity annual incentive) and stock options; no RSUs/PSUs are disclosed for executives in 2022–2024 .
Compensation Structure Insights
- Year-over-year changes: Base salary rose from $300k (2022) to $375k (2023) to $400k (effective Mar 2024); bonus target increased from 35% (2022–2023) to 40% (2024 from March) .
- Equity mix: Grants remain predominantly non-vested time-based stock options with multi-year vesting; no shift to RSUs/PSUs is disclosed .
- Discretionary vs formulaic: “Bonus” payments alongside non-equity incentive payouts suggest discretionary components with limited transparency into underlying metrics/targets .
- Repricing/modification: No option repricings are disclosed; footnotes indicate 2023–2024 options had no intrinsic value at disclosure dates, underscoring out-of-the-money status at grant/report dates .
Risk Indicators & Red Flags
- Capital structure and dilution risk: 2025 proxy sought approval for warrant exercises (up to ~8.4M shares) and an equity line with Lincoln Park (up to $12M; potentially ~33.85M shares at reference price), signaling reliance on equity financing and potential dilution; also a 1-for-10 to 1-for-30 reverse split authorization to address Nasdaq bid-price deficiency, with a 1-for-20 split implemented Aug 4, 2025 .
- Pledging/Hedging: Hedging prohibited; pledging policy not specifically stated and no pledging disclosed—monitor future proxies for explicit pledging prohibitions .
- Legal/Investigations: No executive-specific legal proceedings disclosed; standard indemnification agreements in place .
Equity Incentive Overhang (Context)
- Equity plan capacity: As of Dec 31, 2024, 3,454,915 securities to be issued upon exercise of outstanding equity rights, with 171,720 remaining for future issuance under the 2021 Plan (pre-2025 share increase proposal) .
- 2025 proposals sought to increase plan capacity from 177,448 to 2,677,448 shares (pre-reverse split basis per meeting context) .
Investment Implications
- Alignment: Shawah’s pay includes significant at-risk elements (non-equity incentives and multi-year options). However, absence of disclosed quantitative performance metrics reduces visibility into true pay-for-performance alignment; discretionary “Bonus” plus formulaic non-equity payouts suggests mixed structure .
- Retention risk: Severance of 1x salary+target bonus with full vesting on termination (without cause/good reason) is moderate relative to peers; change-of-control acceleration at plan-level (unless assumed) offers additional retention during strategic transactions .
- Ownership “skin in the game”: Beneficial ownership grew from ~0.33M (2022) to ~0.73M shares (May 2025 pre-split), including substantial options that can amplify incentives if value accretion occurs; post 1-for-20 split count reflects mechanical reduction in share counts but not economic stake proportionally .
- Dilution/financing overhang: 2025 capital actions (reverse split, warrant exercises, equity line) point to ongoing equity funding needs; this can pressure share price and alter incentive realizability for option-heavy compensation while also increasing insider selling pressure risks upon vesting/exercise windows if liquidity is needed .
- Governance safeguards: Hedging prohibition and clawback policy are positives; explicit pledging prohibition unspecified—investors may seek clarity in future proxies .