Timothy Morris
About Timothy E. Morris
Independent director at Aquestive Therapeutics since August 2022, age 63, with deep finance and operating experience across biotech and pharma. Founder and Managing Member of Aacolade Pharma, LLC; designated an Audit Committee financial expert by the Board. Holds a B.S. in Business (Accounting) from California State University and is a Certified Public Accountant (inactive). Serves on multiple boards and brings extensive CFO and audit leadership credentials to AQST’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opthea Limited (Nasdaq:OPT) | Chief Financial Officer | Oct 2022 – Oct 2023 | Finance leadership during clinical-stage operations |
| Humanigen, Inc. (Nasdaq:HGEN) | Chief Operating Officer & Chief Financial Officer | 2020 – 2022 | Operational and financial management |
| Humanigen, Inc. | Director | 2016 – 2020 | Audit Chair; Compensation Committee Member |
| Iovance Biotherapeutics, Inc. | Chief Financial Officer | 2017 – 2020 | Finance oversight in cell therapy |
| AcelRx Pharmaceuticals (Nasdaq:ACRX) | Chief Financial Officer | 2014 – 2017 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DBV Technologies (Euronext:DBV; Nasdaq:DBVT) | Director | Current | Audit Committee Chair; Pricing Committee Member |
| Univercells S.A. | Director | Current | Audit Committee Chair |
| Humanetics Corporation | Director | Current | Audit Committee Chair; Compensation Committee Member |
| PAION, Inc. (U.S. subsidiary of PAION AG) | Director | Prior | Board service (prior period) |
Board Governance
- Independence: Board determined all directors other than the CEO are independent, including audit and compensation committees under heightened standards .
- Committee assignments:
- Audit Committee: Chair; designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Member .
- Compensation Committee: Member (joined after Nov 4, 2024 when Mr. Cochran became Chair) .
- Attendance/Engagement: Board met 7 times in 2024; all directors then serving attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions without management .
- Board leadership: Independent Chair (Gregory B. Brown, M.D.) and separated CEO/Chair roles to reinforce oversight and independence .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 per year | Paid quarterly, prorated if partial service |
| Committee retainers (member) | Audit: $10,000; Compensation: $8,750; Nominating: $5,000 | Prorated based on service timing |
| Committee chair add’l retainer | Audit Chair: $20,000 | Applies when serving as chair |
| 2024 actual cash paid | $81,379 | Reflects proration and role changes |
| All other compensation (2024) | $11,830 (reimbursable travel) | Travel reimbursement |
Performance Compensation
| Equity Award | Grant Details | Vesting | 2024 Grant Value |
|---|---|---|---|
| Annual director stock options | Granted to each non-employee director in 2024 | One-year cliff vest on grant date anniversary | $76,931 grant-date fair value for Mr. Morris; options valued at $2.50 per share using Black-Scholes |
| Program policy | Annual grant on date of Annual Meeting per equity grant policy | Director awards granted on Annual Meeting date; vest in one year | — |
No director RSUs or performance-linked equity disclosed for directors in 2024; director equity is time-based stock options intended to align interests via share price appreciation .
Other Directorships & Interlocks
- Current public company boards: DBV Technologies (audit chair), plus private companies (Univercells S.A.; Humanetics Corporation) .
- No related-party transactions disclosed for Mr. Morris; Board reviews and approves any related party transactions per policy .
- Registration rights disclosed for certain directors/officers; Mr. Morris not listed among parties with resale registration rights .
Expertise & Qualifications
- Financial oversight: Audit Committee financial expert designation at AQST .
- Credentials: B.S. in Business (Accounting), CPA (inactive) .
- Operating/CFO experience: Multi-company CFO/COO roles in biotech/pharma .
- Governance: Prior audit chair and compensation committee service; current audit chair roles externally .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Timothy E. Morris | 98,500 | <1% | Includes 44,000 shares underlying rights exercisable within 60 days |
| Options held (as of 12/31/2024) | 91,500 options outstanding | — | Aggregate options count for director |
| Pledged shares | None pledged | — | Company policy prohibits pledging and hedging |
Governance Assessment
- Strengths
- Audit leadership: Serves as AQST Audit Committee Chair and is an SEC-defined audit committee financial expert—supports robust financial oversight and risk management .
- Independence and engagement: Board confirms independence; attendance meets threshold (≥75%); independent chair structure enhances oversight .
- Alignment: Receives annual equity via options tied to share price; beneficial ownership with no pledging, consistent with policy .
- Watch items
- Time commitments: Multiple external audit chair roles could constrain bandwidth; however, attendance thresholds were met in 2024 .
- Compensation mix: Director pay is largely cash plus time-based options; absence of performance-linked director equity is typical but offers limited direct pay-for-performance leverage .
- Red flags
- No related-party transactions, hedging/pledging, or independence issues disclosed for Mr. Morris . No director-specific controversies noted in proxy.
Committee activity levels: Audit (8 meetings), Compensation (5), Nominating (4) in 2024—consistent with active oversight cadence .
