Thomas Farley
About Thomas Farley
Thomas J. Farley is Chief Financial Officer of Aditxt (ADTX), serving as CFO since September 2021 after joining as Principal Accounting Officer and Controller in October 2020. He previously held senior controllership roles at Business Development Corporation of America (BDCA), BlackRock Capital Investment Corporation (NASDAQ: BKCC), and PineBridge Investments, and began his career at PricewaterhouseCoopers. Farley holds a B.S. in Accounting from Long Island University and is a Certified Public Accountant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aditxt, Inc. | CFO | Sep 2021–present | Principal financial and accounting officer overseeing SEC reporting and finance |
| Aditxt, Inc. | Principal Accounting Officer & Controller | Oct 2020–Sep 2021 | Built controllership and reporting processes pre-CFO transition |
| BDCA | Controller | Dec 2015–Jun 2020 | Oversaw financial controls at a public BDC |
| BlackRock Capital Investment Corp (BKCC) | Senior Controller | Jan 2011–Aug 2015 | Led controllership at a public BDC |
| PineBridge Investments | Senior Controller, Emerging Markets | Prior to Aug 2015 | Managed EM controllership |
| Bessemer Venture Partners | Accounting Manager | Prior to PineBridge | Fund/accounting management |
| PricewaterhouseCoopers | Associate | 1996–2001 | Public accounting foundation |
External Roles
No current external public-company directorships disclosed for Mr. Farley in cited filings.
Fixed Compensation
| Component | Terms / Amount | Period |
|---|---|---|
| Base salary (contract) | $225,000 for remainder of 2021; $355,000 effective Jan 1, 2022; auto-renews 1-year terms unless terminated | |
| Target annual bonus | 40% of base compensation; discretionary, based on Board/Comp Committee objectives | |
| 2023 actual salary | $337,894 | |
| 2022 actual salary | $360,833 |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual cash bonus | Not disclosed | 40% of base compensation | $0 (no bonus paid) for 2023 and 2022 | Discretionary, based on Board/Comp Committee objectives |
| Stock options (Aditxt, outstanding at 12/31/23) | N/A | N/A | Option awards grant-date FV $23,557 in 2023 | 30 options @ $3,840 expiring 11/2/2030; 4,702 options @ $5.01 expiring 11/8/2033 |
| Stock options (Pearsanta, ADTX subsidiary, outstanding at 12/31/23) | N/A | N/A | N/A | 1,000,000 options @ $0.02 expiring 12/18/2033 |
| Stock options (Pearsanta, outstanding at 12/31/24) | N/A | N/A | N/A | 16,667 options @ $1.20 expiring 12/18/2033 |
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 12, 2024): 4,812 shares (<1%), including 80 shares directly held and 4,732 shares issuable pursuant to fully vested options . The beneficial ownership table does not indicate any shares pledged as collateral for Mr. Farley .
- Company-wide ownership context (as of Feb 12, 2024): 1,665,214 shares outstanding .
- Outstanding/exercisable equity (Aditxt): 30 options @ $3,840 (exp. 11/2/2030); 4,702 options @ $5.01 (exp. 11/8/2033) .
- Outstanding/exercisable equity (Pearsanta): 1,000,000 options @ $0.02 (exp. 12/18/2033) reported at 12/31/23; reflected as 16,667 @ $1.20 at 12/31/24 (reverse-split effects) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/term | New employment agreement dated Nov 14, 2021; runs to Nov 14, 2023, with automatic 1-year renewals unless terminated . |
| Severance (without cause / good reason) | Lump-sum on day 60 equal to 2x current salary + 2x Target Bonus; 12 months medical premium reimbursement; immediate vesting of equity awards granted prior to the agreement’s Effective Date . |
| Change-of-control protection | If termination without cause/good reason occurs and a CoC occurs within 6 months after or 24 months prior: lump-sum 2x salary; 12 months medical premium reimbursement; immediate vesting of pre-Effective Date equity awards . |
| Non-compete / Non-solicit | Customary non-competition and non-solicitation covenants for 12 months post-termination . |
| Clawback | Company-adopted clawback policy compliant with Exchange Act Section 10D, SEC Rule 10D-1, and Nasdaq Rule 5608; recovery of erroneously awarded incentive compensation for the 3-year lookback upon restatement (fault-independent) . Equity plans also include clawback provisions . |
| 280G treatment | “Best-net” approach: Company will pay the greater of (i) full payments or (ii) cutback to avoid excise tax, whichever yields the higher net after-tax amount for Mr. Farley . |
Multi-Year Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | RSUs ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 337,894 | — | — | 23,557 | — | 20,000 | 381,451 |
| 2022 | 360,833 | — | — | — | — | — | 360,833 |
Outstanding Equity Detail (Selected)
| Instrument | Quantity (Exercisable) | Exercise Price | Expiration | Source |
|---|---|---|---|---|
| Aditxt stock options | 30 | $3,840.00 | Nov 2, 2030 | |
| Aditxt stock options | 4,702 | $5.01 | Nov 8, 2033 | |
| Pearsanta (subsidiary) options (12/31/23) | 1,000,000 | $0.02 | Dec 18, 2033 | |
| Pearsanta (subsidiary) options (12/31/24) | 16,667 | $1.20 | Dec 18, 2033 |
Governance, Related-Party, and Policies
- Related-party policy: As of early 2024, filings noted the absence of formal related-party transaction review procedures given company size, with intent to establish such policies as resources permit; directors approve such transactions in the interim .
- Certifications: Farley signs 302/906 certifications as CFO, evidencing responsibility for disclosure controls and internal control over financial reporting .
Investment Implications
- Pay-for-performance alignment: Farley’s contract provides a 40% target bonus but filings do not specify objective financial metrics; no cash bonus was paid for 2022–2023, suggesting cash pay has trended toward fixed salary plus modest equity grants in practice . Clawback coverage is robust under SEC/Nasdaq rules, mitigating misconduct risk in incentive design .
- Retention and CoC economics: Severance for a no-cause/good-reason separation is meaningful (2x salary + 2x target bonus plus benefit continuation), with equity acceleration on pre-Effective Date awards; in CoC-linked separations the cash multiple drops to 2x salary. These terms reduce near-term departure risk but could raise cost-of-turnover in downside scenarios .
- Ownership/skin-in-the-game: Reported beneficial ownership is de minimis (<1%) with most exposure via options; the beneficial ownership table does not indicate any pledging. Alignment is therefore more option-based than through sizable direct stock holdings, which may limit downside participation but preserves upside convexity .
- Vesting/selling pressure: Many disclosed options are already exercisable; pre-Effective Date awards accelerate on qualifying separations, which can concentrate potential selling windows around termination/CoC events .