Alan W. Dunton
ORAGENICSAbout Alan W. Dunton
Independent director of Oragenics since April 2011; age 70 (as of March 21, 2025). Physician-executive with three decades of pharma/biotech leadership spanning R&D, clinical development, and regulatory affairs at Johnson & Johnson (Janssen, R.W. Johnson PRI) and multiple small/mid-cap biopharmas. M.D., New York University School of Medicine; residency in Internal Medicine (NYU), fellowship in Clinical Pharmacology at New York Hospital/Cornell. Principal owner of Danerius, LLC, a biotech consulting firm founded in 2006.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Purdue Pharma L.P. | SVP, Research, Development & Regulatory Affairs | Nov 2015 – Mar 2018 | Senior R&D and regulatory leadership in late-stage pharma |
| Panacos Pharmaceuticals, Inc. | President & CEO | Jan 2007 – Mar 2009 | Led public HIV therapeutics developer |
| ActivBiotics, Inc. | Non-Executive Chair | 2005 | Oversight during strategic transition |
| Metaphore Pharmaceuticals, Inc. | President & CEO | 2003 – 2006 | CEO through merger with ActivBiotics |
| Emisphere Technologies, Inc. | President, COO & Director | 2002 | Operating leadership at drug delivery company |
| Johnson & Johnson – Janssen Research Foundation | President & Managing Director | 1999 – 2001 | P&L/R&D leadership at J&J’s pharma arm |
| Johnson & Johnson – Janssen | Group VP, Global Clinical R&D | 1998 – 1999 | Global clinical development leadership |
| R.W. Johnson PRI (J&J) | VP, Global Clinical R&D | 1994 – 1998 | Clinical development leadership |
| Syntex; CIBA-GEIGY; Hoffmann-La Roche | Clinical R&D roles | Prior to 1994 | Early clinical development roles |
External Roles
| Organization | Listing | Role | Status |
|---|---|---|---|
| Palatin Technologies | AMEX: PTN | Director | Current |
| CorMedix | NASDAQ: CRMD | Director | Current |
| Recce Pharmaceuticals | ASX: RCE | Director | Current |
| Vicuron Pharmaceuticals | — | Director | Prior; company acquired by Pfizer |
Board Governance
- Independence: Board determined Dr. Dunton is independent under NYSE American standards. The board’s five current directors are all independent.
- Committees and roles:
- Compensation Committee: Chair (independent); committee met 2 times in 2024.
- Audit Committee: Member; committee met 4 times in 2024.
- Nominating & Governance Committee: Member; committee met 3 times in 2024.
- Board structure and engagement:
- Independent Chair (Charles Pope). Independent directors hold executive sessions; the Chair presides.
- Board meetings/consents: 7 in 2024; all directors attended at least 75% of aggregate board and committee meetings.
Fixed Compensation
Director cash retainer framework (2024 program) and Dr. Dunton’s actual cash received.
| Item | Amount |
|---|---|
| Standard annual board retainer (non-employee) | $45,000 (program) |
| Committee chair fees (Audit/Comp/Nominating) | $20,000 / $15,000 / $10,000 (program) |
| Committee member fees (Audit/Comp/Nominating) | $10,000 / $7,500 / $5,000 (program) |
| Meeting fees | Considered for >6 in-person meetings (program) |
| 2024 cash fees – Dr. Dunton (actual) | $75,000 |
Additional governance-aligned feature: Director stock ownership requirement equal to 6x the annual board retainer ($270,000) before selling shares acquired under the plan.
Performance Compensation
Equity awards framework and Dr. Dunton’s 2024 grant.
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock options (annual director award) | Sept 19, 2024 | 65,000 options | $0.48 | Immediate vesting | $25,350 |
- Equity plan guardrails: No repricing without shareholder approval; fungible share counting; non-employee director annual equity value cap ($300,000; $500,000 for first-year directors); dividends deferred until vest; clawback provisions apply to awards.
- Option term: Up to 10 years under the 2021 Equity Incentive Plan.
- Change-in-control discipline: No automatic accelerated vesting if awards are assumed by acquirer; acceleration may occur only if awards are not assumed/continued.
- Historical context (equity mix): In Aug 2023, non-employee directors received 25,000 restricted shares each (20,000 immediate; 5,000 after six months), illustrating a shift toward full-value awards alongside options.
Other Directorships & Interlocks
| Company | Industry Link to OGEN | Interlock / Related Party |
|---|---|---|
| Palatin (PTN); CorMedix (CRMD); Recce (RCE) | Biopharma peers; no disclosed supplier/customer overlap | No related-party transactions involving Dr. Dunton disclosed in proxy. |
No related-party transactions were reported involving any director; the Audit Committee oversees such matters and requires arm’s-length terms.
Expertise & Qualifications
- Core credentials: Board-level R&D leadership, clinical development, and regulatory expertise from J&J/Janssen and executive roles at public biotechs; M.D. with clinical pharmacology fellowship.
- Board qualifications emphasized by Nominating Committee: integrity, financial and industry knowledge, strategic judgment, time availability—all cited as board-wide standards met by nominees.
Equity Ownership
| Holder | Total Beneficial Ownership | Components | % of Shares Outstanding |
|---|---|---|---|
| Alan W. Dunton, M.D. | 109,054 shares | Includes 83,094 options and 337 warrants | <1% (as designated) |
- Pledging/hedging: No pledging disclosed for directors; proxy notes Section 16 compliance without delinquencies in 2024.
- Ownership policy: Must retain shares until $270,000 value threshold is met per director ownership guidelines.
Insider Trades
| Period | Summary |
|---|---|
| 2024 (proxy coverage) | Proxy does not enumerate Form 4 transactions; Section 16(a) statement indicates compliance with filing requirements in 2024. |
Governance Assessment
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Strengths
- Clear independence and multi-committee engagement, with Dr. Dunton chairing the Compensation Committee—key for oversight of pay practices.
- Robust director ownership guideline (6x retainer) and plan-level clawback and anti-repricing protections align incentives and mitigate risk.
- Attendance threshold met (≥75%); board led by an independent Chair with regular executive sessions.
- No related-party transactions or adverse legal proceedings involving Dr. Dunton disclosed.
-
Watchpoints
- Board service load: Dr. Dunton serves on three other public company boards (PTN, CRMD, RCE) in addition to OGEN; investors may monitor time commitments and potential overboarding risk even though no conflicts are disclosed.
- Director equity awards in 2024 were time-based with immediate vesting; while common in micro-cap biotech, absence of performance-conditioned vesting can be viewed as lower “at-risk” alignment for directors.
-
Investor sentiment context
- Say-on-pay approval at 81.1% in 2024 indicates acceptable but not overwhelming shareholder support for compensation practices; continued scrutiny of pay alignment is warranted given company stage.
-
Company-level capital structure signals
- Board proposed reverse split and authorized share increase to maintain listing/liquidity and fund operations—material to shareholder dilution considerations; not director-specific but relevant to governance environment overseen by the board.