James Tyree
About James L. Tyree
James L. Tyree, 72, is Genelux’s Lead Independent Director (since July 2021) and has served on the Board since May 2012; he previously chaired the Board from 2014–2021. He is the retired co‑founder and managing partner of Tyree & D’Angelo Partners (founded 2014) and held senior executive roles at Abbott Laboratories (EVP Global Pharmaceuticals; SVP Global Nutrition; Corporate VP BD; Divisional VP/GM Japan 1997–2000), plus prior leadership at Sugen, Bristol‑Myers Squibb, and Pfizer. He served on public boards including ChemoCentryx (lead independent; sold to Amgen in 2022), SonarMed (acquired by Medtronic in 2022), and Assertio Holdings (Compensation Chair; 2016–April 2024). He holds a B.A. in psychology and forensic studies and an M.B.A. from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | EVP Global Pharmaceuticals; SVP Global Nutrition; Corporate VP BD; Divisional VP/GM Japan | 1997–2012 | Strategic driver of M&A (BASF, KOS, Solvay, Piramal), JV restructuring (Takeda Abbott); contributed to Abbott’s sector recognition . |
| Sugen, Inc. | President | 1994–1997 | Led IPO and positioned company for acquisition by Pharmacia . |
| ChemoCentryx, Inc. | Director; Lead Independent Director | 2012–2022 | Served until sale to Amgen (2022) . |
| SonarMed, Inc. | Director | Mar 2012–Nov 2022 | Company later became a Medtronic subsidiary . |
| Assertio Holdings, Inc. | Director; Chair of Compensation Committee | Oct 2016–Apr 2024 | Chaired compensation oversight at a public pharmaceutical company . |
| Illinois Biotechnology Industry Organization | Chairman of the Board | Prior years (not dated) | Industry leadership . |
| Univ. of Chicago Booth | Advisory Board Member | Prior years (not dated) | Academic advisory service . |
| Chicago Council on Global Affairs | Chair, Global Health Policy Roundtable | Prior years (not dated) | Led health policy dialogue . |
External Roles
| Company/Institution | Role | Status/End Date |
|---|---|---|
| Tyree & D’Angelo Partners | Co‑founder and managing partner (retired) | Founded 2014; retired co‑founder . |
| Assertio Holdings, Inc. | Director; Compensation Chair | Ended April 2024 . |
| ChemoCentryx, Inc. | Director; Lead Independent Director | Ended 2022 (sale to Amgen) . |
| SonarMed, Inc. | Director | Ended Nov 2022 (subsidiary of Medtronic) . |
Board Governance
- Independence: Board affirmatively determined Tyree is independent (Nasdaq rules) .
- Lead Independent Director: Tyree is empowered to approve agendas/schedules, preside over independent sessions, liaise between Chair and independents, approve Board information, and act as stockholder liaison; he helps coordinate risk oversight responsiveness .
- Attendance and engagement: In FY2024 the Board met 8 times; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors held 8 executive sessions .
- Committee memberships: Tyree was appointed to Audit, Compensation, and Nominating & Corporate Governance committees in January 2025 .
| Committee | Members (FY2024) | Chair | Meetings (FY2024) | Tyree membership timing |
|---|---|---|---|---|
| Audit | Mirabelli, Smither, Thomas | Thomas | 5 | Member since Jan 2025 . |
| Compensation | Mirabelli, Thomas, Smither | Smither | 4 | Member since Jan 2025 . |
| Nominating & Corporate Governance | Mirabelli, Thomas, Smither | Mirabelli | 5 | Member since Jan 2025 . |
- 2025 Election outcome: Tyree re‑elected as Class III director to 2028; votes For 12,485,839; Withheld 1,260,885; Broker non‑votes 12,957,425 .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 70,000 | Consistent with policy: $40,000 base retainer + $30,000 Lead Independent Director retainer . |
| 2023 | 70,000 | Base + Lead Independent retainer . |
| Non‑Employee Director Compensation Policy | Amount ($) | Vesting/Terms |
|---|---|---|
| Annual cash retainer | 40,000 | Cash. |
| Lead Independent Director retainer | 30,000 | Cash. |
| Committee chair retainers (Audit/Comp/Nominating) | 15,000 / 10,000 / 8,000 | Cash. |
| Committee member retainers (Audit/Comp/Nominating) | 7,500 / 5,000 / 4,000 | Cash. |
Performance Compensation
| Year | Option Awards ($) | Stock Awards (RSUs) ($) | Total Equity ($) | Vesting and performance features |
|---|---|---|---|---|
| 2024 | 77,500 | 77,500 | 155,000 | Annual Grants vest by next annual meeting or first anniversary; no performance metrics; full vest on Change in Control (2022 Plan) . |
| 2023 | 77,500 | 136,630 | 214,130 | Annual/Initial grants per policy; RSU/option valuation per ASC 718; CIC vesting per 2022 Plan . |
| Director Equity Grant Structure | Amount/Description | Key Terms |
|---|---|---|
| Initial Grants (options + RSUs) | $155,000 each | Vest quarterly over 3 years; full vest on CIC . |
| Annual Grants (options + RSUs) | $77,500 each | Vest by next annual meeting or first anniversary; full vest on CIC . |
| Outstanding Director Equity (as of Dec 31, 2024) | Count |
|---|---|
| Tyree – Options outstanding | 206,433 |
| Tyree – RSUs outstanding | 39,541 |
Governance signal: In Sept 2025, the Board repriced employee options to $3.33 to retain/incentivize staff; non‑employee director options were expressly excluded from repricing—a positive alignment signal .
Other Directorships & Interlocks
| Company | Role | Possible interlock/related exposure |
|---|---|---|
| Assertio Holdings, Inc. | Director; Compensation Chair (public) | Pharmaceutical; no GNLX related‑party transactions disclosed . |
| ChemoCentryx, Inc. | Director; Lead Independent (public) | Sold to Amgen (2022); no RPTs at GNLX . |
| SonarMed, Inc. | Director (medical device) | Now Medtronic subsidiary; no RPTs at GNLX . |
Genelux disclosed no related‑party transactions since Jan 1, 2023 under Item 404; policy requires Board/Audit pre‑approval of any such transactions .
Expertise & Qualifications
- Sector expertise: 40+ years across pharma/biotech and medical devices; senior operating and M&A leadership (Abbott; Sugen) .
- Board leadership: Prior Board Chair (Genelux 2014–2021); Lead Independent Director since 2021 .
- Governance and strategy: Served as Compensation Chair (Assertio); extensive international experience (Latin America, Japan) .
- Education: B.A. (psychology/forensic studies) and M.B.A., Indiana University .
Equity Ownership
| Metric | As of Jun 3, 2024 | As of Jun 30, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 131,567 | 258,474 |
| Ownership % of outstanding | <1% (*) | <1% (*) |
| Common shares (direct) | 6,250 | 6,250 |
| Options (exercisable ≤60 days) | 119,067 | 206,433 |
| RSUs vesting ≤60 days | — (not listed for Tyree in 2024 table) | 39,541 |
| Warrants (exercisable ≤60 days) | 6,250 | 6,250 |
Notes: Insider Trading Policy prohibits hedging, short sales, options, and pledging/margining of company stock by directors; this supports alignment with long‑term shareholder interests . The company reported one late Section 16 report for Tyree in 2024 (two transactions)—administrative compliance flag but limited impact . (*) Beneficial ownership <1% per proxy.
Governance Assessment
- Board effectiveness: Tyree’s Lead Independent role provides balance to the combined CEO/Chair, with authority over agendas, information flow, independent sessions, and CEO evaluation/compensation—strong governance mechanics .
- Independence and engagement: Affirmed independent; re‑election support in 2025; Board/committee attendance at ≥75% and active executive sessions indicate engagement .
- Committee capacity: Added to Audit, Compensation, and Nominating in Jan 2025, enhancing oversight breadth; committee chairs remain independent (Thomas/Smither/Mirabelli) .
- Compensation alignment: Cash of $70k reflects base plus Lead Independent retainer; equity is time‑vested RSUs/options with CIC vesting; no director‑specific performance metrics, consistent with market practice .
- Pay governance: Compensation Committee uses independent consultant (PayGovernance) with independence factors considered—positive process quality .
- Conflicts/related parties: No related‑party transactions disclosed; insider policy forbids hedging/pledging; non‑employee directors excluded from 2025 option repricing—positive signals .
- RED FLAGS: One late Section 16 filing for Tyree (two transactions) in 2024—administrative; monitor for recurrence .
Net impact: Tyree’s extensive sector and M&A background, combined with robust Lead Independent authorities and broad 2025 committee participation, supports board oversight quality. The absence of related‑party transactions and exclusion from option repricing bolster investor confidence; minor filing timeliness issue noted .