Tyler Blok
About Tyler Blok
Tyler Blok is CytoDyn’s Chief Legal Officer (CLO), serving as in-house legal counsel since July 25, 2022; appointed EVP, Legal Affairs on August 15, 2023; and promoted to CLO on September 27, 2024. He holds a bachelor’s degree from Western Oregon University and a J.D. from Lewis & Clark Law School, with prior experience in corporate governance, M&A, arbitration, complex commercial disputes, securities litigation, and regulatory enforcement matters . Company pay-versus-performance disclosures show shareholder return “value of $100 investment” of 81.25 (FY2023), 61.53 (FY2024), and 209.94 (FY2025); net income (loss) of $(79,824)K (FY2023), $(49,841)K (FY2024), and $3,745K (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CytoDyn Inc. | In-house Legal Counsel | 2022–present (in-house since Jul 25, 2022) | Built in-house legal function; supported governance and regulatory matters . |
| CytoDyn Inc. | EVP, Legal Affairs | Aug 15, 2023–Sep 26, 2024 | Led legal affairs during transition period; later promoted to CLO . |
| CytoDyn Inc. | Chief Legal Officer | Sep 27, 2024–present | Executive leadership of legal operations; corporate secretary signatory on SEC filings . |
| Buckley Law P.C. | Attorney (Business & Transactional) | 2021–2022 | Advised corporate clients on M&A and governance . |
| TT&E Law Group LLP | Attorney | 2020–2021 | Represented corporate clients in arbitration, securities litigation, regulatory matters . |
| Markun Zusman Freniere & Compton LLP | Law Clerk / Attorney | 2013–2021 | Litigation and complex commercial disputes; regulatory examinations . |
Fixed Compensation
| Year | Base Salary (Paid) | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| FY2025 | $365,000 | 40% of base salary | $15,000 (discretionary) | Base fixed at $365,000; target set at 40% . |
| FY2024 | $291,042 | — | $100,000 (non-equity incentive plan) | Base increased from $315,000 to $365,000 effective Jun 1, 2024 . |
Additional notes:
- “All other compensation” for Blok: $9,994 (FY2025) and $8,731 (FY2024), primarily Company 401(k) contributions; total personal benefits for any NEO were less than $10,000 per year .
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Strategic corporate goals (mirrored Company’s FY2025 goals) | Discretionary | Goals set Sep 2024 | Committee concluded none met | $15,000 discretionary to Blok | Cash (and/or shares at committee discretion, policy allows) . |
Key details:
- Target bonus set at 40% of base salary for FY2025; the Compensation Committee used discretion to recognize “exemplary efforts” despite goals not being met .
Stock Options (Grants and Vesting)
| Grant Date | Shares | Exercise Price | Term/Expiration | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| FY2025 annual option grant | 1,250,000 | Not separately disclosed (granted at or above OTCQB closing price on grant date by policy) | 10-year term | 48 equal monthly installments through May 31, 2028 | Grant level placed slightly below 50th percentile vs peer group . |
| 10/28/2034 | 1,250,000 (outstanding as of 5/31/2025: 312,492 exercisable; 937,508 unexercisable) | $0.13 | 10/28/2034 | Vests in 36 equal monthly installments beginning Jun 30, 2025 | Replacement/cancellation program discussed (see FY2024 policy) . |
| 11/01/2032 | 150,000 (outstanding as of 5/31/2025: 110,292 exercisable; 39,708 unexercisable) | $0.35 | 11/01/2032 | Vests in 12 equal monthly installments beginning Jun 30, 2025 | — |
| 01/03/2034 | 1,000,000 (outstanding as of 5/31/2025: 499,992 exercisable; 500,008 unexercisable) | $0.21 | 01/03/2034 | Vests in 24 equal monthly installments beginning Jun 30, 2025 | Part of option cancellation and replacement at $0.21 . |
| 07/25/2032 | 100,000 (outstanding as of 5/31/2025: 70,826 exercisable; 29,174 unexercisable) | $0.21 | 07/25/2032 | Vests in 14 equal monthly installments beginning Jun 30, 2025 | Award history subject to FY2024 repricing/cancellation program . |
Policy context:
- FY2024: Compensation Committee canceled all options with exercise prices above $0.35 and granted replacement nonqualified options at $0.21 with identical vesting, to incentivize retention and reduce dilution versus issuing new lower-priced options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,255,186 shares; includes 1,254,936 shares subject to stock options; less than 1% of outstanding . |
| Shares outstanding (reference) | 1,257,158,425 as of Sep 15, 2025 . |
| Vested vs unvested options (examples) | As of 5/31/2025: 312,492/937,508 (at $0.13, exp 10/28/2034); 499,992/500,008 (at $0.21, exp 1/3/2034); 110,292/39,708 (at $0.35, exp 11/1/2032); 70,826/29,174 (at $0.21, exp 7/25/2032) . |
| Anti-hedging policy | Prohibits employees and directors from hedging transactions (e.g., zero-cost collars, forward sales) . |
| Pledging disclosure | No pledging policy disclosure found in proxy; anti-hedging is explicit . |
| Ownership guidelines | No executive stock ownership multiple-of-salary guideline disclosure noted; Compensation Committee uses peer analysis via Aon . |
Employment Terms
| Term | Blok Details |
|---|---|
| Employment agreement | Indefinite term; base salary set by Committee; eligible for annual cash incentive (target % of base); equity awards under 2012 Plan; benefits . |
| Severance (no CIC) | Lump sum equal to three months of base salary plus payments equal to nine months of base salary, payable in regular installments; may be paid in shares at Committee discretion; capped by Section 409A Severance Limit; unvested awards forfeited unless otherwise provided . |
| Change-in-control (CIC) | If terminated without cause or resigns for good reason within 12 months post-CIC: lump sum equal to 18 months’ base salary paid 60 days post-termination; outstanding unvested equity vests immediately prior to termination unless award terms provide otherwise; capped by Severance Limit . |
| Definitions | “Cause,” “Good reason,” and “Change in control” defined broadly (fraud/misconduct; material reduction in duties or pay; >50% stock acquisition or Board turnover or sale of ≥40% assets) . |
| Bonus payment rules | Must be actively employed on payment date; bonuses may be cash-only or 50/50 cash and unrestricted shares per Committee determination . |
Compensation Structure Analysis
- Year-over-year mix: FY2025 compensation for Blok includes salary $365,000 and discretionary bonus $15,000; option awards $142,500 grant-date fair value; FY2024 included salary $291,042, non-equity incentive plan compensation $100,000, and option awards $176,055 .
- Repricing/cancellation: FY2024 cancellation of options above $0.35 and replacement at $0.21 is a structural modification that reduces dilution but represents repricing-like economics, a potential governance red flag if recurring .
- Peer benchmarking: Aon advises Compensation Committee; FY2025 option grant to Blok at 1,250,000 shares placed slightly below the 50th percentile versus peer group of 17 pre-commercial Phase I/II biotech companies .
- Discretionary bonus despite missed targets: Committee found no FY2025 performance goals met, yet awarded discretionary bonuses (Blok $15,000), indicating Committee willingness to exercise discretion during development-stage milestones .
Governance and Shareholder Feedback
- Say-on-pay (2024 Annual Meeting): Approved on advisory basis with votes For 315,973,038; Against 63,214,010; Abstentions 7,630,379; Broker non-votes 247,674,869 .
- Section 16 compliance: Company reports all insiders complied for FY2025, except late Form 3/Form 4 filings by the new CFO; no issues cited for Blok .
- Committee process: Compensation Committee uses independent consultant (Aon), annual review, and sets salaries/targets/goals; avoids option grants during possession of MNPI .
Investment Implications
- Alignment: Blok’s equity is primarily via options vesting monthly through 2028–2034, aligning pay with stock price appreciation; anti-hedging policy strengthens alignment; no pledging policy disclosed .
- Retention risk: Employment terms provide meaningful severance (12 months’ pay equivalent via nine months installments plus three months lump sum) and accelerated vesting upon CIC with double-trigger protection, reducing exit risk but increasing CIC payout leverage .
- Trading pressure: Rolling monthly vesting and large option overhang could create periodic selling pressure when awards become exercisable, though no insider selling trend is disclosed in proxy; monitor Form 4s .
- Governance watchouts: FY2024 option cancellation/replacement at lower strike is a repricing-like action; continued reliance on discretion in bonuses when goals are missed warrants monitoring of pay-for-performance rigor as the company targets uplisting and clinical milestones .