Charles L. Pope
ORAGENICSAbout Charles L. Pope
Executive Chairman and Director of Oragenics, Inc. (“OGEN”); age 73; Director since June 2010; elected Chairman December 16, 2022; served as interim Executive Chairman beginning February 2024. Former PwC partner and multi-company CFO; Audit Committee Chair and “audit committee financial expert.” Company performance context: FY 2023 revenue $37.7K*; FY 2023 EBITDA $(20.9)M*; FY 2024 EBITDA $(10.5)M*; FY 2024 net loss $(10.6)M*; Pay-versus-performance TSR value of an initial $100 was $14 in 2023 and $(18) in 2024, with net losses in both years, underscoring execution risk and financing dependence . Values marked with * retrieved from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $37,653* | n/a* |
| EBITDA (USD) | $(20,877,512)* | $(10,531,424)* |
| Net Income (USD) | $(20,655,737)* | $(10,567,918)* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palm Bancorp, Inc. | Chief Financial Officer | 2009–2012 | Led finance for public bank; capital discipline |
| Aerosonic Inc. | Chief Financial Officer | 2007–2009 | Aviation manufacturer; cost controls and reporting |
| Reptron Inc. | Chief Financial Officer | 2005–2007 | Electronics manufacturer; operational finance |
| SRI/Surgical Express, Inc. | Chief Financial Officer | 2002–2005 | Supply chain/services; restructuring experience |
| Innovaro, Inc. (formerly UTEK) | Chief Financial Officer | 2001–2002 | Public company finance; SEC reporting |
| PricewaterhouseCoopers LLP | Partner (Audit/Advisory; Accounting & SEC Directorate) | Prior to 2001 | Big 4 governance, controls, SEC expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trxade Health, Inc. (NASDAQ: MEDS) | Director | Not disclosed | Public company board experience |
| Innovaro, Inc. | Director | 2010–2012 | Innovation/technology focus |
| Inuvo, Inc. | Director | 2008–2018 | Adtech/marketing data company |
Fixed Compensation
| Component | 2024 Program Terms | Pope’s 2024 Actuals |
|---|---|---|
| Annual base fee (Non-employee Director) | $45,000 | Included in cash fees |
| Chair of Board fee | $40,000 | Included in cash fees |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating $10,000 | Audit Chair (applies) |
| Committee member fees | Audit $10,000; Compensation $7,500; Nominating $5,000 | Member service |
| Cash fees earned (2024) | n/a | $112,500 |
| Option awards (grant-date fair value, 2024) | n/a | $25,350 |
| Total Director compensation (2024) | n/a | $137,850 |
- Board expects minimum four in-person meetings and may pay additional per-meeting fees if >6 meetings occur .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Term/Notes |
|---|---|---|---|---|---|
| Stock Options | Sep 19, 2024 | 100,000 | $0.48 | Vested immediately | Granted under 2021 Plan; options generally ≤10-year term |
- Director annual equity awards are granted under the 2021 Equity Incentive Plan; Board retains discretion on size/timing .
- Plan prohibits repricing without shareholder approval; clawbacks apply; no discounted options; non-employee director equity capped at $300,000 annually ($500,000 first year) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 143,565 shares; includes options exercisable within 60 days (118,094) |
| Ownership % of shares outstanding | <1% |
| Vested vs unvested | Includes 118,094 options currently exercisable; unvested not disclosed |
| Pledging/Hedging | No pledging/hedging disclosure identified in proxy |
| Director stock ownership guideline | Minimum dollar value equal to 6× annual Board retainer ($270,000); directors are precluded from selling Company stock acquired under the 2021 Plan until threshold met |
| Equity plan overhang | 993,753 options outstanding; 2,032,914 shares available for future issuance under plan as of 12/31/2024 |
Employment Terms
| Aspect | Disclosure for Pope |
|---|---|
| Employment agreement | Not disclosed in proxy (non-employee Director; interim Executive Chairman beginning Feb 2024) |
| Severance/Change-of-control | Not disclosed for Pope; 2021 Plan has change-in-control mechanics; no automatic accelerated vesting of assumed awards |
| Non-compete/Non-solicit | Not disclosed for Pope (company discloses such terms for certain executives) |
Board Governance
- Role and tenure: Director since June 2010; Chairman since December 16, 2022; interim Executive Chairman from February 2024 .
- Committee roles: Audit Committee Chair (and audit committee financial expert); member of Compensation Committee .
- Independence: Board determined Pope is independent under NYSE American standards .
- Board structure: CEO and Chair roles separated; Chair leads agenda and executive sessions; committee chairs are independent .
- Attendance: Board met/consented 7 times in 2024; all directors attended ≥75% of Board and committee meetings .
Director Compensation Program Details
| Cash & Equity | Terms |
|---|---|
| Cash retainers | Base $45,000; Chair fees (Board $40,000; Audit $20,000; Compensation $15,000; Nominating $10,000); committee member fees (Audit $10,000; Compensation $7,500; Nominating $5,000) |
| Equity (new director) | Stock option grant sized to $60,000; vest immediately; 10-year term; pro-rated if joining mid-year |
| Annual equity | Discretionary awards under 2021 Plan; example: Aug 2023 restricted stock grants to non-employee directors (20,000 vested immediately; 5,000 vested at six months) |
| Ownership policy | 6× retainer ($270,000) threshold before sales of Company-acquired shares permitted |
Compensation Structure Analysis (Pope-specific)
- Higher cash weighting from multiple chair/member roles ($112,500 cash in 2024) with immediate-vesting options ($25,350 fair value), suggesting moderate liquidity of awards but mitigated by the ownership guideline restricting sales until $270,000 threshold is met .
- Equity awards are not tied to explicit financial performance metrics for directors; plan features governance guardrails (no repricing; clawbacks) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 81.1% approval; program largely continued thereafter |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Value of initial $100 TSR | $14 | $(18) |
| Net Income (USD, in thousands) | $(2,065,570) | $(1,056,792) |
- Auditor reports included going concern emphasis paragraphs in 2023 and 2024 audits, reflecting financing and operational risks .
Risk Indicators & Red Flags
- Going concern emphasis (2023, 2024 audits) indicates heightened financing/execution risk .
- Reverse stock split authority and increase in authorized shares sought; potential dilution and market perception risks; voting mechanics include Series G Mirroring Preferred voting mirroring common proportion .
- Equity plan share reserve increased in December 2024; overhang could contribute to selling pressure/dilution if heavily utilized .
Compensation Peer Group (process)
- Committee benchmarks against comparable biotechnology companies at 25th/50th/75th percentiles for base, total cash, and equity; aims for competitive ranges with emphasis on equity; peer composition was not updated in 2024 due to company size/employee count .
Expertise & Qualifications
- CPA (Florida), B.S. in Economics and Accounting (Auburn University); multiple CFO roles across industries; PwC partner; designated audit committee financial expert .
Investment Implications
- Alignment: Pope’s direct economic alignment is modest (<1% ownership) but governance alignment is reinforced by stock ownership restrictions (6× retainer threshold) and strong audit oversight (Audit Chair; financial expert) .
- Selling pressure: Immediate-vesting options (100,000 at $0.48) increase potential liquidity, but ownership policy constrains sales until threshold met—reduces near-term insider selling risk signals .
- Dual-role considerations: Interim Executive Chairman status in 2024 introduces independence optics; however, Board emphasizes separation of CEO/Chair roles and maintains independent committee leadership .
- Governance/dilution: Active use of equity plan and proposed reverse split/authorized share increase are signals of capital access priority; potential dilution and volatility are near-term trading factors .
- Execution risk: Persistent net losses and going concern emphasis heighten reliance on external financing and clinical/regulatory milestones; pay program guardrails (clawbacks; no repricing) are positive, but performance-linked director pay is limited .
Overall, Pope’s governance roles (Audit Chair; Chair of Board) are supportive for controls and capital markets credibility; equity alignment exists but is constrained by ownership policies and small stake size; company-level financing/dilution and going concern risks will likely dominate trading signals more than individual insider incentives.