Thomas Zindrick
About Thomas Zindrick
Thomas D. Zindrick, J.D. (age 66) is President, Chief Executive Officer, and Chairman of Genelux Corporation; he has served as CEO and director since May 2014 and became Chair in July 2021 . His background includes senior legal and compliance leadership at Amgen (Chief Compliance Officer 2004–2008; Vice President Associate General Counsel 2001–2004, 2008–2009) and prior legal roles at The Dow Chemical Company; he holds a J.D. from the University of Illinois College of Law and a B.A. in Biology from North Central College . During his tenure, Genelux initiated a Phase 3 registration trial in platinum-resistant/refractory ovarian cancer and advanced IV programs in recurrent lung cancers . Financially, reported revenues declined year over year while EBITDA losses widened, reflecting the clinical-stage profile of the company (see tables below; values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amgen Inc. | Chief Compliance Officer | 2004–2008 | Led enterprise compliance amid extensive global operations |
| Amgen Inc. | VP Associate General Counsel | 2001–2004; 2008–2009 | Senior legal leadership supporting complex biopharma transactions |
| The Dow Chemical Company | Attorney | Prior to 1993 | Corporate legal experience foundational to later compliance leadership |
| Amitech Therapeutic Solutions, Inc. | Chief Executive Officer | 2012–2014 | Led early-stage therapeutic development as CEO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aeromics, Inc. | Executive Chair | Since Aug 2018 | Governance and strategic oversight at clinical-stage company |
| DNX Biopharmaceuticals, Inc. | Director | 2014–2020 | Board-level guidance at biopharma developer |
| Amitech Therapeutic Solutions, Inc. | Director | 2011–2021 | Board service complementing prior CEO role |
Fixed Compensation
- Employment agreement effective April 1, 2023: base salary $595,000 and annual discretionary bonus target up to 55% of base salary .
- 2025 merit increase approved: base salary to $613,000 (effective Jan 1, 2025) .
| Year | Salary ($) | Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 570,519 | — | 471 | 6,201,963 |
| 2024 | 595,000 | — | 3,048 | 1,473,247 |
Notes:
- 2023 total reflects significant equity awards and option repricing incremental fair value per ASC 718 .
- CEO receives no additional director compensation for board service .
Performance Compensation
Equity awards and vesting terms drive alignment and retention; bonuses are discretionary (no specific performance metric weights disclosed). Key 2024 incentives:
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| RSUs (134,500 shares, grant 12/18/2024) | Not disclosed | Not disclosed | Grant-date fair value $317,420 | 25% at 1-year; then 8.33% quarterly over 12 quarters |
| Options (183,000 shares @ $2.29, grant 12/18/2024) | Not disclosed | Not disclosed | N/A (option) | 25% at 1-year; monthly thereafter over 36 months |
| Options (250,000 shares @ $22.40, grant 9/11/2023) | Not disclosed | Not disclosed | N/A (option) | 25% at 1-year; monthly thereafter over 36 months |
Change-in-control acceleration: Unvested options/RSUs vest in full if terminated without cause or resigns for good reason within 3 months prior or 18 months post-CIC (double-trigger) .
Option repricing: On Sep 1, 2025, the Board reduced exercise prices of eligible employee options with strikes >$5 to $3.33 (closing price that day); CEO options impacted across 1,355,940 shares previously between $6.00–$22.40 . Non-employee director options were excluded .
Equity Ownership & Alignment
- Beneficial ownership as of June 30, 2025: 1,763,568 shares (4.5%) .
- Breakdown: 258,461 common shares; 33,625 RSUs vesting within 60 days; 1,271,482 options exercisable within 60 days; 200,000 warrants exercisable within 60 days .
- Insider trading policy prohibits hedging, short sales, and pledging/margining company stock; policy requires pre-clearance and includes blackout windows .
- Section 16(a) compliance: two late reports (aggregate of four transactions) for Zindrick in 2024 were noted .
| Ownership Component | Amount (#) | Notes |
|---|---|---|
| Common Shares | 258,461 | Direct holdings |
| RSUs (vesting ≤60 days) | 33,625 | Near-term vesting |
| Options (exercisable ≤60 days) | 1,271,482 | Includes legacy $6.00 options |
| Warrants (exercisable ≤60 days) | 200,000 | Listed in beneficial ownership footnote |
Employment Terms
- Severance (non-CIC): 12 months base salary + up to 12 months COBRA; plus 100% target annual bonus if terminated by company without cause .
- Change-in-control (double-trigger within 3 months prior/18 months post): lump sum 18 months base salary + 100% target bonus; up to 18 months COBRA .
- Equity acceleration on CIC-linked qualified termination: unvested Options/RSUs vest fully (per award terms) .
- Clawbacks: Sarbanes-Oxley §304 reimbursement for CEO/CFO in misconduct-related restatements; Dodd-Frank-compliant clawback policy implemented .
Board Governance
- Roles: CEO and Chairman combined; Lead Independent Director structure in place (agenda approval, liaison duties, independent sessions, oversight of CEO evaluation/compensation) .
- Independence: Four of five directors independent; Zindrick is the sole non-independent director .
- Committees (2024 activity): Audit (Chair: John Thomas), Compensation (Chair: John Smither), Nominating (Chair: Mary Mirabelli); CEO is not a committee member .
- Meetings: Board met 8 times in FY2024; each director attended ≥75% of meetings; independent directors met in 8 executive sessions; all directors attended the 2024 annual meeting .
Director compensation: CEO receives no additional board fees; non-employee director cash retainers and annual equity grants per policy (Lead Independent Director receives an additional $30,000) .
Company Performance Linkage
Reported financial trend data illustrate the pay-for-performance backdrop:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $170,000* | $8,000* |
| EBITDA ($USD) | -$23,666,000* | -$31,461,000* |
Values retrieved from S&P Global.*
Quarterly operating profile:
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $0* | — | — | — |
| EBITDA ($USD) | -$9,691,000* | -$7,757,000* | -$7,729,000* | -$8,132,000* |
Values retrieved from S&P Global.*
Note: Genelux is a late clinical-stage company; auditor’s consent includes a going-concern explanatory paragraph for FY2024 .
Compensation Structure Analysis
- Equity-heavy mix: Significant option and RSU grants indicate emphasis on long-term equity alignment; options generally vest over four years with time-based schedules .
- Option repricing (2025): Broad-based employee option repricing to $3.33 aims to reinforce retention and motivation while conserving cash; excluding directors mitigates governance concerns but still signals retention risk and dilution trade-offs .
- CIC protection: CEO severance multiples (1.0x base salary non-CIC; 1.5x base salary plus 1.0x bonus under CIC) are moderate relative to market and include COBRA .
- Clawback and insider-controls: Robust clawback and hedging/pledging prohibitions support alignment and risk mitigation .
Risk Indicators & Red Flags
- Option repricing (2025) across ~2.72M employee options, including CEO’s large option inventory, reflects share-price pressure and retention concerns .
- Section 16 late filings by CEO (two reports) noted for 2024 .
- Going-concern disclosure by auditor in FY2024 highlights financing/execution risk typical for clinical-stage biopharma .
Competency & Qualifications
- Legal and compliance expertise from Amgen in senior roles; biopharma governance experience (Exec Chair at Aeromics; prior boards) .
- Clinical strategy execution: Advancement of Phase 3 OnPrime and IV programs in SCLC/NSCLC under his leadership .
Investment Implications
- Alignment: Large option holdings and time-based RSUs align CEO incentives with share price appreciation; hedging/pledging bans reduce misalignment risk .
- Retention and potential selling pressure: Option repricing and substantial near/mid-term vesting could create periodic Form 4 activity; blackout and pre-clearance policies mitigate timing risk .
- Governance: Combined CEO/Chair role balanced by an empowered Lead Independent Director and fully independent key committees . Director fees do not accrue to CEO, limiting dual-role overcompensation concerns .
- Execution risk: Minimal revenues and negative EBITDA underscore dependency on clinical milestones and financing; auditor going-concern language is a cautionary flag . PayGovernance engagement suggests structured benchmarking and oversight of compensation practices .
Values retrieved from S&P Global.*