Arnold Baskies
About Arnold Baskies
Dr. Arnold M. Baskies is an independent director of Anixa Biosciences (ANIX), serving since September 2018 (previously served August 2016–September 2017). He is a surgical oncologist affiliated with Virtua Health Systems (NJ) and a Clinical Professor of Surgery at Rowan School of Medicine; education includes B.A. (summa cum laude) from Boston University (1971) and M.D. from Boston University School of Medicine (1975). At the 2025 record date, he was 75 years old and is recognized for leadership at the American Cancer Society, including Chair of the National Board (2017) and chairing global cancer control initiatives.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtua Health Systems (NJ) | Surgical Oncologist; General Surgery | Ongoing (not dated) | Specialties in breast, GI, thyroid, melanoma, parathyroid; co‑investigator on national breast cancer prevention studies |
| Rowan School of Medicine | Clinical Professor of Surgery | Ongoing (not dated) | Academic leadership in surgical oncology |
| American Cancer Society | Chair, National Board of Directors (2017); first Board Scientific Officer (2015); multiple leadership roles over 43 years | 2015–2017 (specific roles); long-term involvement | Helped develop breast and colon cancer screening guidelines; Chairs Global Cancer Control Advisory Council; leads St. Baldrick’s Foundation/ACS Alliance |
| NJ Governor’s Task Force on Early Detection, Prevention & Treatment of Cancer | Chairman; authored state cancer control plan | 2000–2016 | Led state-wide cancer control planning |
| Commission on Cancer; National Accreditation Program for Breast Centers | Executive committees; standards/quality/technology committees | Ongoing (not dated) | Helped set standards for cancer care accreditation |
| Israel Cancer Research Fund | Executive Committee member; Chairman of the Board | Ongoing (not dated) | Board leadership in cancer research funding |
External Roles
| Company/Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| Baudax Bio, Inc. | Public company | Director | Aug 2020 | Publicly-held drug development company |
| Multiple non-profit/academic orgs (e.g., ACS, ICRF, WHO Global Breast Cancer Initiative) | Non-profit/International | Various leadership roles | Various | Governance and global cancer control involvement |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | ANIX board majority independent; Dr. Baskies is independent under SEC/Nasdaq definitions |
| Current committees | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Committee composition | Audit: L.H. Titterton (Chair), Dr. Baskies, E. Gottschalk; Compensation: L.H. Titterton (Chair), Dr. Baskies, E. Gottschalk; Nominating: Dr. Baskies (Chair), L.H. Titterton, E. Gottschalk |
| Attendance (FY2024) | Board: 7 meetings; all directors attended all they were eligible to attend. Audit: 6 meetings (≥75% for all members). Compensation: 3 meetings (all attended). Nominating: 2 meetings (all attended). All nominees attended 2024 annual meeting. |
| Prior year attendance (FY2023) | Board: 3 meetings (all attended); Audit: 6 (all attended); Compensation: 4 (all attended); Nominating: 2 (all attended) |
| Lead Independent Director | L.H. Titterton (since July 2018) |
| Re-election vote support | 2025 AGM: For 9,958,291; Withheld 191,447; Broker non-votes 10,541,515. 2024 AGM: For 7,857,006; Withheld 120,147; Broker non-votes 10,544,633. |
| Related-party transactions | None disclosed beyond standard compensation arrangements |
Fixed Compensation
| Year | Cash Retainer (non-employee director) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 (fiscal) | $95,000 (paid quarterly) | Not disclosed | Not disclosed | Compensation approved 12/15/2023 (cash) and 1/12/2024 (equity) |
| 2023 (fiscal) | $90,000 (paid quarterly) | Not disclosed | Not disclosed | Approved 1/3/2023 |
Performance Compensation
| Year | Grant Date | Instrument | Grant Size | Exercise Price | Vesting | Term | Reported Grant Date Fair Value |
|---|---|---|---|---|---|---|---|
| 2024 (fiscal) | 1/12/2024 | Nonqualified stock option | 25,000 options | $2.37 | Vests monthly over one year | 10 years | $72,675 (per non-employee director) |
| 2023 (fiscal) | 1/3/2023 | Nonqualified stock option | 25,000 options | $4.19 | Vests monthly over one year | 10 years | $81,850 (per non-employee director) |
- No RSUs/PSUs or director stock awards outstanding disclosed; options are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Relationship to ANIX | Potential Interlock/Conflict |
|---|---|---|
| Baudax Bio, Inc. (director) | No disclosed supplier/customer/competitor ties to ANIX in proxy | None disclosed |
Expertise & Qualifications
- Surgical oncologist with deep clinical domain expertise; leadership in national and global cancer control (ACS Chair, WHO Global Breast Cancer Initiative participation).
- Experienced board member, including chairing ANIX’s Nominating & Corporate Governance Committee; serves on Audit and Compensation Committees (broad governance exposure).
- Recognized by ACS (Silver Chalice Award 1998; St. George National Award 2009).
Equity Ownership
| Date (Record Date) | Total Beneficial Ownership (shares) | Percent of Class | Right to Acquire Within 60 Days – 2010 Plan | Right to Acquire Within 60 Days – 2018 Plan |
|---|---|---|---|---|
| Jan 23, 2025 | 457,167 | 1.4% | 83,000 | 259,167 |
| Jan 25, 2024 | 417,167 | 1.3% | 83,000 | 234,167 |
- At October 31, 2024, Dr. Baskies held unexercised options for 338,000 ANIX shares (director-level aggregate disclosure).
Insider Trades (Section 16)
| Date (Filed) | Period/Txn Date | Type | Security | Key Details | Source |
|---|---|---|---|---|---|
| 01/29/2025 | 2025 | Form 4 | ANIX | Director Form 4 filed (details reported therein) | https://ir.anixa.com/section-16-filings/content/0001493152-25-004108/0001493152-25-004108.pdf |
| 03/15/2024 | 03/15/2024 | Form 4 | ANIX | Reported transaction by Dr. Baskies (open market transaction reported in filing) | https://ir.anixa.com/section-16-filings/content/0001493152-24-010060/0001493152-24-010060.pdf |
| 01/16/2024 | 01/12/2024 | Form 4 | ANIX (derivative) | Director option grant reported; aligns with 25,000 options granted 1/12/2024 under director program | https://ir.anixa.com/sec-filings/content/0001493152-24-002531/0001493152-24-002531.pdf |
| 04/26/2019 | 2019 | Form 4 | ANIX | Historical insider transaction reported by Dr. Baskies | https://www.sec.gov/Archives/edgar/data/715446/000151316219000113/xslF345X03/primary_doc.xml |
Director Compensation (Detail)
| Fiscal Year | Cash ($) | Option Awards – ASC 718 ($) | Total ($) |
|---|---|---|---|
| 2024 | $95,000 | $72,675 | $167,675 |
| 2023 | $87,500 | $81,850 | $169,350 |
Say-on-Pay & Shareholder Feedback
| Meeting | Say-on-Pay Result | Votes For | Votes Against | Abstain | Broker Non-votes |
|---|---|---|---|---|---|
| 2025 AGM | Approved (advisory) | 6,614,575 | 3,364,480 | 170,683 | 10,541,515 |
| 2024 AGM | Approved (advisory) | 6,010,385 | 1,843,353 | 123,415 | 10,544,633 |
- 2025 “say-on-frequency” vote favored annual (1 year): 8,735,450 votes for 1 year (vs. 1,058,421 for 3 years; 168,766 for 2 years; 187,101 abstentions).
Governance Assessment
- Strengths
- Independent director with high engagement: perfect board and committee attendance in FY2024 and FY2023; chairs Nominating & Corporate Governance; serves on Audit and Compensation (enhances board effectiveness).
- Strong shareholder support for re-election in 2024 and 2025, indicating investor confidence.
- Ownership alignment: meaningful beneficial ownership with substantial options exercisable within 60 days; continued participation in annual option program.
- Watch items / potential red flags
- Hedging policy: Company discloses no practices or policies restricting employee/officer/director hedging/derivative transactions, which some investors view unfavorably for alignment.
- Related-party transaction oversight: No written policy; board approves as needed—adequate but less formalized than many peers.
- Small board size (4 directors) concentrates committee responsibilities; succession and refreshment depend heavily on a few individuals (mitigated by independence and attendance).
- Compensation structure implications
- Shift in mix YoY: cash retainer increased to $95k (from $90k), while option fair value decreased, reducing equity risk exposure in 2024; options remain time-based rather than performance-based (no explicit TSR/metric link).
No related-party transactions, legal proceedings, or family relationships disclosed for Dr. Baskies; Section 16 filings considered timely.
Notes on Committee Process and Independence
- Compensation Committee has authority to engage independent compensation consultants and considers SEC/Nasdaq independence factors; no specific consultant engagement disclosed.
- Audit Committee includes a designated financial expert (L.H. Titterton); Dr. Baskies is a member (supports financial oversight but is not the designated expert).
Voting Detail for Re-Election (Signal of Support)
| AGM | Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | Arnold Baskies | 9,958,291 | 191,447 | 10,541,515 |
| 2024 | Arnold Baskies | 7,857,006 | 120,147 | 10,544,633 |
Summary for Investors
- Dr. Baskies brings deep oncology expertise and robust governance engagement (committee chair + dual committee service) with consistent attendance and solid shareholder support—positives for board oversight and credibility.
- Alignment is supported by options and beneficial ownership; however, absence of hedging restrictions and a formal written related-party policy are governance watch items to monitor in future proxies.