Richard Anthony Cunningham
About Richard Anthony Cunningham
Richard Anthony Cunningham is Chief Executive Officer of Anebulo Pharmaceuticals and has served on the Board since October 6, 2023; he was 55 as of September 29, 2025 and was appointed Interim Chief Financial Officer effective September 30, 2025 . He previously served as CEO of Tyme Technologies (Nov 2020–Oct 2022) and CEO/President of IXC Discovery (formerly Icagen) (Nov 2014–Nov 2020), with earlier roles at Boehringer Ingelheim and Valeant (Bausch Health), leading commercialization and launches across multiple therapeutic areas . The Board has determined all current directors other than Mr. Cunningham are independent under Nasdaq rules, confirming his dual role as a non‑independent director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyme Technologies, Inc. | Chief Executive Officer | Nov 2020 – Oct 2022 | Led clinical-stage biotech; executive experience in oncology and capital markets positioning |
| IXC Discovery, Inc. (formerly Icagen Inc.) | Chief Executive Officer and President | Nov 2014 – Nov 2020 | Drove drug discovery operations; broad responsibilities including BD, strategy, and launches |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IXC Discovery, Inc. | Director | Since Apr 2020 | Board oversight for discovery-stage company |
Fixed Compensation
| Year | Salary Paid ($) | Base Salary Rate ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|---|
| FY2024 | 332,885 | 450,000 | — (not disclosed) | — (none shown) |
| FY2025 | 461,250 | 472,500 (effective Jan 1, 2025) | — (not disclosed) | — (none shown) |
Notes
- FY2025 narrative confirms base increased from $450,000 to $472,500 effective January 1, 2025 .
Performance Compensation
Summary Compensation Mix
| Year | Option Awards ($, grant-date fair value) | Total Compensation ($) |
|---|---|---|
| FY2024 | 1,367,325 | 1,700,210 |
| FY2025 | 532,146 | 993,396 |
Equity Awards Detail (Grants, Pricing, Vesting, Status)
| Grant Date | Award Type | Shares | Exercise Price ($/sh) | Vesting Schedule | Status at FY2025 YE | Expiration |
|---|---|---|---|---|---|---|
| Oct 6, 2023 | Time-based option | 600,000 | 3.03 | 16 equal quarterly installments, starting Jan 1, 2024 through Oct 1, 2027 | 225,000 exercisable; 375,000 unexercisable as of Jun 30, 2025 | Oct 5, 2033 |
| Oct 6, 2023 | Performance-based option | 140,000 | 3.03 | Milestones by Oct 5, 2027: 15k upon AU/NZ license; 25k upon Europe license; 50k upon initiation of IV ANEB‑001 Phase 1 or acquisition; 50k upon closing of Board‑approved sale | 50,000 exercisable; 90,000 unearned as of Jun 30, 2025 | Oct 5, 2033 |
| Dec 9, 2024 | Option | 254,433 | 1.56 | Fully vested on grant date | Fully exercisable | Dec 8, 2034 |
| Apr 4, 2025 | Option | 316,352 (19,772 + 296,580) | 1.02 | One sixteenth vested on Apr 4, 2025 (additional vesting terms not shown in excerpt) | 19,772 exercisable; 296,580 unexercisable | Apr 3, 2035 |
Milestone/Performance Triggers Table
| Metric/Trigger | Tranche (Shares) | Target/Condition | Weighting | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| License ANEB‑001 in Australia/New Zealand (or as part of ex‑US package) | 15,000 | Licensing in AU/NZ; must be employed at licensing | N/A | Not disclosed | Vests upon event by Oct 5, 2027 |
| License ANEB‑001 in Europe (or as part of ex‑US package) | 25,000 | Licensing in Europe; must be employed at licensing | N/A | Not disclosed | Vests upon event by Oct 5, 2027 |
| Initiate Phase 1 trial for IV ANEB‑001 (or acquisition prior to initiation) | 50,000 | First patient dosed with IV ANEB‑001; must be employed at event | N/A | 50,000 options shown as exercisable as of Jun 30, 2025 | Vests upon event by Oct 5, 2027 |
| Closing of Board‑approved sale of the Company | 50,000 | Must be employed on Board approval date | N/A | Not disclosed | Vests upon event by Oct 5, 2027 |
Policy notes
- No option repricings or cancellations for NEOs during FY2024; grants are effective on Committee approval date with exercise price at close on grant date .
Equity Ownership & Alignment
Beneficial Ownership
| Date/Source | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Proxy Record Date (2025 DEF 14A) | 479,433 | 1.2% | Based on 41,084,731 shares outstanding on Record Date |
| Sept 26, 2025 (2025 10‑K) | 613,749 | 1.5% | Based on 41,084,731 shares outstanding on Sept 26, 2025 |
Vested vs unvested/options (as of FY2025 YE)
- Options exercisable: 225,000 (time-based 10/6/23) + 50,000 (performance 10/6/23) + 254,433 (12/9/24) + 19,772 (4/4/25) = 549,205 options exercisable; unexercisable: 375,000 + 90,000 + 296,580 = 761,580 options unexercisable .
Alignment policies
- Company prohibits short sales, options, hedging and pledging of company stock for officers/directors; transactions are subject to window period policy and pre‑clearance; 10b5‑1 plans permitted if adopted per policy .
- No adoptions/terminations of Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements by directors/officers during the quarter ended June 30, 2025 .
Ownership guidelines
- No executive or director stock ownership guidelines disclosed in the cited materials (not found).
Related party/pledging
- The 2025 10‑K states no Item 404(a) related party transactions for Mr. Cunningham and notes no family relationships; pledging is prohibited by policy .
Employment Terms
| Term | Details |
|---|---|
| Start date and role | Appointed CEO on Oct 6, 2023; also appointed Interim CFO, Principal Financial Officer and Principal Accounting Officer effective Sept 30, 2025 |
| Initial base salary | $450,000 at appointment |
| Base increase | Increased to $472,500 effective Jan 1, 2025 |
| Equity at hire | Time-based option 600,000 shares at $3.03 vesting over 16 quarters from Jan 1, 2024; Performance-based option 140,000 shares at $3.03 tied to licensing/clinical/strategic milestones through Oct 5, 2027 |
| Additional equity | Option grant 254,433 shares at $1.56, fully vested on Dec 9, 2024; Option grant 316,352 shares at $1.02 on Apr 4, 2025 (1/16th vested at grant) |
| Severance (non‑CIC) | 12 months of base salary plus COBRA premium reimbursement up to 12 months upon termination without Cause or resignation for Good Reason (subject to release) |
| Change‑in‑Control (CIC) | All “Other Stock‑Based Awards” held and outstanding immediately prior to a Change in Control become 100% vested, provided he is employed on the date set by the Board (single‑trigger acceleration for equity) |
| Restrictive covenants | Confidentiality, non‑solicitation of employees/customers/suppliers, and non‑disparagement apply |
| Definitions | Detailed “Cause,” “Good Reason,” and “Change in Control” definitions set forth (e.g., enumerated Cause grounds; multi‑factor Good Reason; Reorganization Event definition for CIC) |
| Clawback policy | Compensation Committee administers incentive and clawback policy per charter |
Board Service, Committees, and Governance
- Board service: Director since Oct 2023; non‑independent by virtue of management role .
- Committee roles: Audit (Shah, Aryeh, Lin), Compensation (Kupchyk chair; composition adjusted over time), Nominating & Corporate Governance (Aryeh chair, English, Kupchyk); Mr. Cunningham does not serve on standing committees (committees comprised of independent directors) .
- Meeting attendance rates not disclosed in cited excerpts.
- Dual‑role implications: CEO‑director and as of Sept 30, 2025 also Interim CFO, concentrating authority but with committees remaining fully independent; no additional compensation determined for interim CFO role as of 9/29/2025 .
Investment Implications
- Pay-for-performance alignment: Equity dominates compensation, with significant option grants at hire (FY2024 option grant-date value $1.37M) and reduced incremental grants in FY2025 ($0.53M), aligning upside with stock price/app‑specific milestones; no cash bonus reported for FY2024–FY2025 .
- Vesting cadence and potential supply: 600k time‑based options vest quarterly through Oct 2027 and additional grants began vesting in FY2025, creating periodic potential selling supply upon vesting; company policy prohibits hedging/pledging but does not restrict sales within window periods .
- Milestone incentives: Performance option tranches tied to licensing (EU/AU/NZ), IV ANEB‑001 clinical initiation, and a sale of the company directly incentivize BD/CIC outcomes; as of FY2025 year‑end, 50,000 performance options were exercisable and 90,000 remained unearned .
- Retention and downside protection: Severance of 12 months base plus COBRA and broad equity acceleration on single‑trigger CIC support retention but could create potential “sale incentive” given full equity vesting upon CIC .
- Governance risk/coverage: CEO is non‑independent director; committees are fully independent and the Audit Committee includes two “financial experts,” partially mitigating governance concentration; temporary CEO+CFO role may elevate key‑person and execution risk until a permanent CFO is appointed .
- Trading signals: No insider 10b5‑1 plan adoptions/terminations in the quarter ended June 30, 2025; strict anti‑hedging/pledging policy reduces adverse alignment risks associated with derivatives or collateralized share loans .
Appendix: Additional Reference Tables
Option Awards Outstanding (FY2025 Year-End)
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Unearned (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 10/6/2023 (Time-based) | 225,000 | 375,000 | — | 3.03 | 10/5/2033 |
| 10/6/2023 (Performance-based) | 50,000 | — | 90,000 | 3.03 | 10/5/2033 |
| 12/9/2024 | 254,433 | — | — | 1.56 | 12/8/2034 |
| 4/4/2025 | 19,772 | 296,580 | — | 1.02 | 4/3/2035 |
Selected Governance Disclosures
- Board independence: all directors except Mr. Cunningham deemed independent .
- Committee compositions and independence standards adherence disclosed in 10‑K/DEF 14A .
- Anti‑hedging and anti‑pledging policy for insiders .
- No option repricing in FY2024 .
- No Item 404(a) related-party transactions for Mr. Cunningham .