Thomas Harrison
About Thomas Harrison
Independent director (age 77), serving on ACXP’s board since July 2021. Harrison is Chairman Emeritus of Omnicom’s Diversified Agency Services (DAS) division, previously President, Chairman & CEO, and co‑founder of Harrison & Star, a leading healthcare agency group. He holds an LH.D and M.S. in cell biology from West Virginia University and a B.S. in cell biology/physiology from Shepherdstown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group (DAS Division) | Chairman Emeritus; formerly President, Chairman & CEO | Chairman Emeritus since 2016; leadership from 1997–2013 | Scaled DAS to >50% of Omnicom revenues; led acquisitions of specialized agencies |
| Harrison & Star Business Group | Co‑founder; Chairman | Pre‑1992→1997 | Built leading healthcare agency; fused science with creative promotion |
| Diversified Healthcare Communications (Omnicom) | Chairman | Pre‑1997 | Led group of eight healthcare agencies |
| Zynerba Pharmaceuticals (public) | Director; Chair, Nominating & Corporate Governance; Member, Compensation | 2015–2019 | Governance and pay oversight in cannabinoid therapies |
| ePocrates (public) | Director | 2006–2013 | Board service at healthcare information company |
| Morgans Hotel Group (public) | Director | 2006–2013 | Board service at hospitality company |
| Dipexium Pharmaceuticals (public) | Director | 2011–2017 | Board service at antibiotic developer acquired in 2017 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Montefiore Health System | Executive Committee Member | Current | Non‑profit health system governance |
| Madison Logic | Director | 2017–Present | Digital B2B agency board service |
| MainStem | Director | Current | Cannabis‑related supply company |
| New Frontier Data | Director | 2022–Present | Private market research board service |
| ACTV8me | Director | 2019–Present | Digital advertising attribution company |
| Merida Capital Partners | Senior Operating Partner | 2019–Present | Strategic advisor across portfolio companies |
Board Governance
- Classification and term: Class I director; nominated and elected for a three‑year term ending at the 2028 annual meeting .
- Independence: Board determined Harrison is independent under Nasdaq rules .
- Committee memberships: Audit Committee (member; Audit Chair is James Donohue) ; Compensation Committee (member; Chair is Joseph C. Scodari) .
- Audit committee financial expertise: Board determined Harrison is an “audit committee financial expert” under SEC rules .
- Attendance: No director attended fewer than 75% of board and committee meetings in FY 2024 .
- Nominating: No standing nominating committee; independent directors recommend nominees .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Standard independent director retainer |
| Audit Committee Member Fee | $7,500 | Non‑chair member fee |
| Compensation Committee Member Fee | $5,000 | Non‑chair member fee |
| Total Cash Fees | $52,500 | Sum of above |
| Option Awards (Grant Date Fair Value) | $22,104 | Options granted June 15, 2024; vest on one‑year anniversary |
| Total Director Compensation | $74,604 | Cash + option grant value |
Performance Compensation
| Element | Details | Metric Linkage |
|---|---|---|
| Annual equity (options) | June 15, 2024 grant to independent directors; options vest after one year; Harrison had option awards outstanding as of 12/31/2024 (pre‑split) | No performance‑based metrics disclosed; time‑based vesting |
| Strike/structure context | Independent director option grant in June 2024 had $47.60 exercise price (aggregate 3,000 shares across five directors), vest one‑year | Grant mechanics noted; not tied to revenue/EBITDA/TSR or ESG metrics |
No director performance metrics (revenue, EBITDA, TSR, ESG) or clawback provisions were disclosed for director awards; equity is time‑based .
Other Directorships & Interlocks
| Company Type | Company | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| Public (current/past) | Omnicom (OMC), ePocrates, Morgans Hotel Group, Zynerba, Dipexium | Prior board or executive roles | No supplier/customer ties to ACXP disclosed; informational interlock via prior Dipexium leadership overlaps with ACXP executives |
| Private/Non‑profit | Montefiore, Madison Logic, MainStem, New Frontier Data, ACTV8me | Current board/committee roles | No related‑party transactions with Harrison disclosed |
- Related‑party/financing participation: ACXP’s Jan 6, 2025 offering included several board members (Luci, DeLuccia, Sailer, Dean, Donohue, Scodari); Harrison is not listed as a participating affiliate investor, reducing conflict exposure .
Expertise & Qualifications
- Deep healthcare communications and commercialization expertise; scientific training (cell biology) and pharma sales background at Pfizer; scaled Omnicom’s DAS to >$6B revenue unit .
- Audit Committee financial expert designation supports oversight of reporting and controls .
- Governance experience across public boards and committees (Chair of Nominating & Corporate Governance; Compensation member) .
Equity Ownership
| As‑Of Date | Common Shares | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| May 15, 2025 (pre 1:20 reverse split) | 1,539 | 72,000 | 73,539 | <1% |
| July 23, 2025 (post 1:20 reverse split) | 77 | 3,600 | 3,677 | <1% |
- Hedging/pledging: Insider Trading Policy prohibits hedging (short sales, options, collars, etc.); policy references stock ownership guidelines but specific numeric requirements are not disclosed; no pledging of company stock is disclosed .
Governance Assessment
- Strengths: Independent director with audit financial expertise and strong committee engagement; full attendance; no disclosed related‑party transactions; meaningful sector experience that is relevant to commercialization and marketing .
- Alignment: Ownership is modest (<1%) with equity largely in options; director comp mix is standard (cash retainer + time‑based options) without performance linkage .
- Board effectiveness: Service on Audit and Compensation aligns with skills; prior governance leadership at Zynerba and Omnicom supports oversight quality .
- Independence & conflicts: Board determined independent; did not participate as an affiliate investor in Jan 2025 financing; no related‑party transactions disclosed .
RED FLAGS
- Low “skin‑in‑the‑game”: Beneficial ownership <1% post reverse split; equity primarily options with time‑based vesting, no performance metrics .
- Prior close ties with current management (Dipexium overlap) warrant continued monitoring for independence in practice, though no transactions are disclosed .
Overall governance signal: Positive independence and committee expertise; alignment could be strengthened via increased long‑term stock holdings and performance‑linked equity for directors .