Aron R. English
About Aron R. English
Aron R. English (age 42) is a Class I director at Anebulo Pharmaceuticals, Inc. (ANEB) and founder, President and Portfolio Manager of 22NW, LP, a Seattle-based value fund focused on small/micro-caps. He has served on ANEB’s Board since June 2020; holds a B.A. in English Literature (University of Washington) and is a CFA Charterholder (since 2008) . In FY 2024 the Board determined he is not independent due to 22NW’s stock ownership; Board met 4 times and each director attended at least 75% of meetings and committees during their service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 22NW, LP | Founder, President & Portfolio Manager | Aug 2014–present | Leads investments; controlling shareholder of ANEB |
| Meson Capital Partners LLC | Director of Research | Jan 2014–Aug 2014 | Investment research leadership |
| RBF Capital, LLC | Director of Research; previously Research Analyst | Sep 2008–Dec 2013 | Buy-side research across wealth management |
External Roles
| Organization | Role | Notes |
|---|---|---|
| 22NW Fund GP, LLC | Manager | General Partner of 22NW Fund, LP; signatory on lock‑up agreement |
| 22NW Fund, LP | Controlling shareholder (via 22NW entities) | Acquired 10,101,010 shares in Dec‑2024 private placement; became >50% beneficial owner |
Board Governance
- Independence: Board determined Mr. English is not independent due to 22NW Fund LP’s stock ownership; majority independent excluding CEO, Mr. English, and Dr. Calloway .
- Committee service: Served on Nominating & Corporate Governance Committee in FY 2024; no longer serves on that committee in FY 2025 .
- Attendance: Board met 4 times in FY 2024; each director attended ≥75% of Board and committee meetings during their service .
- Election results (Apr 4, 2025): Re‑elected; votes for 28,271,019; withheld 45,909; broker non‑votes 278,561 . Board declassified via shareholder approval; directors to stand for annual one‑year terms going forward .
- Support agreements: 22NW and Pharma Investors, LLC (entities controlled by Mr. English) agreed to vote for the election of Dr. Lawler; reciprocally, Dr. Lawler and his controlled entities agreed to vote for Mr. English, subject to each maintaining ≥10% beneficial ownership thresholds .
Fixed Compensation
- Policy (cash retainers): Historical policy provided annual cash retainer $1,000; Board Chair +$10,000; Committee Chairs +$10,000 . Pearl Meyer recommended cash increases and committee member fees; however, Board retained current cash policy and shifted value to equity grants to preserve cash .
| Director Cash & Equity (FY) | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Aron R. English (FY 2024) | 1,000 | 65,873 | 66,873 |
| Aron R. English (FY 2025) | 1,000 | 20,788 | 21,788 |
Performance Compensation
- Director equity design: Upon re‑election, annual grant of options to purchase 25,000 shares, vesting by the earlier of one year or next annual meeting; policy introduced alongside equity shifts .
- 2024 equity adjustments: In June 2024, Board granted options to address absence of 2023 awards and pro‑rated 2024 awards; also authorized annual aggregate options (38,385 shares) allocated by role, including 2,647 shares for Mr. English .
| Equity Grant Element | Quantity | Vesting | Source |
|---|---|---|---|
| Annual re‑election option (policy) | 25,000 shares | Vest by earlier of 1‑yr or next annual meeting | |
| Annual aggregate allocation (2025 meeting) | 2,647 shares to English | Standard director vest per policy | |
| Outstanding options (as of Jun 30, 2024) | 155,706 shares | N/A (balance at FY end) | |
| Outstanding options (as of Jun 30, 2025) | 183,353 shares | N/A (balance at FY end) |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for director compensation; director pay is largely equity options with time-based vesting .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Transaction |
|---|---|---|
| 22NW Fund, LP | Beneficial owner; controlled by Mr. English | Purchased 10,101,010 shares at $0.99 in Dec‑2024 private placement; triggered Nasdaq change‑of‑control review |
| Lock‑Up Agreement (Feb 24, 2025) | Party via 22NW | Agreed that 10,101,010 shares could not vote/transfer until shareholder approval; later removed via Proposal 6 |
| Loan & Security Agreement (Nov 13, 2023; amended Feb 10, 2025) | Lender via 22NW; co‑lender JFL | Facility up to $3M, 0.25% interest, 0.03 shares per $1 advanced; no outstanding balance; 300,000 shares issued upon signing of original LSA |
Expertise & Qualifications
- Capital markets and value investing expertise; multi‑year investment horizons; leadership of 22NW .
- CFA Charterholder; analytical research background across Meson Capital and RBF Capital .
- Governance: Experience reflected in support agreements and involvement in shareholder capital transactions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aron R. English (incl. related entities) | 21,953,305 | 51.2% | Includes 22NW Fund, LP; Pharma Investors, LLC; 127,900 options exercisable within 60 days |
| 22NW Fund, LP | 17,170,877 | 40.1% | Includes 1,703,577 shares via 2022 warrants (exercisable within 60 days) |
| Pharma Investors, LLC | 4,654,528 | 11.3% | Controlled by Mr. English |
- Hedging/Pledging: Insider Trading Policy prohibits short sales, options/hedging, margin accounts, and pledges of company stock . No pledges disclosed for Mr. English in the proxy.
- Section 16(a): One jointly filed Form 4 noted for Mr. English/22NW entities (timing items in Nov–Dec 2023) .
Governance Assessment
- Control & independence: Mr. English is the controlling voting stockholder (≈51%), and ANEB disclosed it would be a “controlled company” under Nasdaq rules post lock‑up removal; this concentration may create potential conflicts (board composition, executive compensation, M&A decisions) though ANEB currently indicates no plans to use governance exemptions . Governance risk: High due to control status.
- Related‑party exposure: Multiple transactions involve entities Mr. English controls:
- Dec‑2024 private placement ($10M from 22NW) triggered Nasdaq change‑of‑control deficiency; remedied via lock‑up and shareholder vote .
- LSA/Loan Agreement with 22NW/JFL includes share issuance per dollar advanced; currently no borrowings outstanding, limiting immediate cash conflict but potential future dilution mechanics persist .
- Board structure improvements: Declassification approved and implemented via charter/bylaw amendments—enhances annual accountability of all directors .
- Committee service: Mr. English served on Nominating & Corporate Governance in FY 2024 but not in FY 2025—reduces direct influence on director selection in current year .
- Director pay alignment: Cash retainers minimal; compensation predominantly equity options vesting over time—aligns with shareholder outcomes, preserves cash amid development-stage status .
- Attendance: Board/committees met 4+ times; ≥75% attendance met—baseline engagement satisfactory .
- RED FLAGS
- Controlled company risk and potential to avail governance exemptions in future .
- Extensive related‑party financing and equity transactions with entities he controls (private placement; loan facility; support agreements) .
- Independence: Not independent under Nasdaq due to ownership .
Implication for investors: Governance quality is mixed—annual election improves accountability, but a controlling shareholder with multiple related‑party ties elevates conflict risk. Monitoring future use of controlled‑company exemptions, any draws under the loan facility (and associated share issuance), and board/committee composition changes is prudent .
Appendix: Key Filings Referenced
- 2025 DEF 14A (Mar 6, 2025): Board independence, committees, director compensation, beneficial ownership, private placement/lock‑up, proposals .
- 8‑K Item 5.07 results (Apr 7, 2025): Voting tallies for declassification, director election, plan increase, lock‑up removal .
- 8‑K Item 5.03 (Apr 14, 2025): Charter/bylaw amendments for declassification and authorized shares increase .
- 2025 10‑K (Sep 29, 2025): Insider trading policy, director/committee disclosures, executive compensation context; related‑party loan facilities .