Carl C. Dockery
AYTU BIOPHARMAAbout Carl C. Dockery
Independent director since April 2016; age 62. Financial executive with 30+ years in insurance/reinsurance and founder/president (since 2006) of Alpha Advisors, LLC, a registered investment advisory firm. Prior roles include secretary of Crossroads Insurance Co. Ltd. (Bermuda), vice president of Gulf Insurance Co. Ltd. (Grand Cayman), and reinsurance brokering in the London market during the 1990s. BA in Humanities from Southeastern University. Independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crossroads Insurance Co. Ltd. (Bermuda) | Secretary | Began 1988 | Officer/director of closely held insurance companies. |
| Gulf Insurance Co. Ltd. (Grand Cayman) | Vice President | Began 1988 | Officer/director of closely held insurance companies. |
| Lloyd’s & London Underwriting Centre | Reinsurance broker | 1990s | Brokering various types of reinsurance placements. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha Advisors, LLC | Founder & President | Since 2006 | Registered investment advisory; financial expertise. |
| CytoDyn Inc. (public biotech) | Director | Sep 2014–Sep 2019 | Board experience in biopharma; no specific committees disclosed. |
Board Governance
- Committees (FY2025): Audit Committee member; Compensation Committee member; Nominating & Governance Committee Chair.
- Board independence: Independent (Nasdaq Rule 5605(a)(2)); 4 of 5 directors independent.
- Meeting cadence and attendance: Board held 12 meetings; Audit held 6; Compensation held 1; Nominating & Governance held 1; each director attended ≥75% of Board and committee meetings.
- Board skills: Financial analysis/accounting and pharmaceutical industry experience (per Board matrix).
Fixed Compensation
AYTU Non-Employee Director Compensation Structure (effective July 1, 2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer – Chair/Lead Independent | $80,000 | For non-employee board chair or lead independent director. |
| Annual cash retainer – Other directors | $50,000 | Base retainer for non-employee directors. |
| Committee chair – Audit | $20,000 | Additional cash fee. |
| Committee chair – Compensation | $20,000 | Additional cash fee. |
| Committee chair – Nominating & Governance | $10,000 | Additional cash fee. |
| Committee member – Audit | $10,000 | Additional cash fee per member. |
| Committee member – Compensation | $10,000 | Additional cash fee per member. |
| Committee member – Nominating & Governance | $5,000 | Additional cash fee per member. |
| Equity on appointment | 6,500 RS or RSUs | Granted upon appointment. |
| Annual equity grant | 10,000 RS or RSUs | Granted annually thereafter. |
Carl C. Dockery – FY2025 Director Compensation
| Metric | FY2025 |
|---|---|
| Fees earned (cash) | $80,000 |
| Stock awards (fair value) | $2,760 |
| Total | $82,760 |
| Unvested restricted shares (as of 6/30/2025) | 2,890 |
| Vested stock options (as of 6/30/2025) | 200 |
Notes: Based on AYTU’s structure and Dockery’s roles, his FY2025 cash fees reflect base director retainer ($50,000), Audit member ($10,000), Compensation member ($10,000), and Nominating & Governance chair ($10,000), totaling $80,000.
Performance Compensation
- Non-employee directors receive time-based annual equity grants (restricted shares or RSUs), not tied to performance metrics (e.g., revenue, EBITDA, TSR). Annual grant size: 10,000 restricted shares or RSUs. Dockery held 2,890 unvested restricted shares as of June 30, 2025. No director performance metrics disclosed.
Other Directorships & Interlocks
| Company | Type | Relationship |
|---|---|---|
| CytoDyn Inc. | Public company | Former director (2014–2019). |
| Nantahala Capital Management | Investor in AYTU | Board designation right for Abhinav Jain (co-director); investor holds ~10.6% of AYTU; Dockery not affiliated. |
Expertise & Qualifications
- Financial expertise (insurance/reinsurance executive; RIA founder); pharmaceutical/public company board experience.
- Education: BA in Humanities, Southeastern University.
- Board skills matrix flags: financial analysis/accounting; pharma industry experience; strategic planning.
Equity Ownership
| Ownership Detail | Shares | % of Outstanding |
|---|---|---|
| Total beneficial ownership (Dockery) | 21,402 | <1% |
| Direct common shares | 10,013 | <1% |
| Unvested restricted shares | 11,139 | <1% |
| Vested options (exercisable) | 200 | <1% |
| Indirect – Alpha Venture Capital Partners, L.P. | 50 | <1% |
| Shares pledged | None (company prohibits pledging; Section 16 persons in compliance). | |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for Section 16 Reporting Persons. |
Context: AYTU had 10,188,208 shares outstanding as of Oct 13, 2025.
Governance Assessment
- Committee leadership and breadth: Dockery chairs Nominating & Governance and serves on Audit and Compensation, indicating strong governance engagement across oversight domains (financial reporting, pay, and governance).
- Independence and attendance: Independent under Nasdaq rules; attended ≥75% of Board and committee meetings; supports board effectiveness and investor confidence.
- Compensation alignment: Director pay predominantly cash with modest equity ($2,760 fair value in FY2025; annual time-based grants), providing some alignment but limited at-risk exposure; overall structure uses fixed retainers and committee fees.
- Ownership and alignment: Beneficial ownership of 21,402 shares (<1%) with unvested equity and small options; anti-hedging/pledging policy reduces misalignment risk.
- Conflicts and related parties: Minimal—50 shares via Alpha Venture Capital Partners, L.P.; no Dockery-specific related-party transactions disclosed; Audit Committee reviews related-party transactions under written policy.
- RED FLAGS: One late Section 16 Form 5 filing by Dockery (administrative compliance issue); not indicative of material governance concern but noteworthy.
- Broader board context: Presence of a shareholder-designated director (Nantahala) adds investor influence; robust committee structure with charters and annual pre-approval policy for auditors; clawback policy adopted Dec 1, 2023 enhances governance safeguards.
Overall, Dockery’s governance footprint reflects active committee engagement and independence with limited conflict exposure; equity alignment exists but is modest relative to cash retainers, and a minor compliance lapse (late Form 5) should be monitored.