Frederick W. Telling
ORAGENICSAbout Frederick W. Telling
Independent director of Oragenics, Inc. since June 2010; age 73. Previously served as Chairman of the Board (Feb 4, 2011–Dec 16, 2022) and Executive Chairman (May 2, 2021–Dec 16, 2022). Retired from Pfizer Inc. in June 2007 after 30 years, serving as Corporate Vice President and Vice President of Corporate Strategic Planning and Policy; holds a B.A. (History & Economics) from Hamilton College, M.A. (Industrial & Labor Relations) and Ph.D. (Economics & Public Policy) from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oragenics, Inc. | Director | June 2010–present | Audit Committee member; Compensation Committee member; Nominating & Governance Committee Chair (2024) |
| Oragenics, Inc. | Chairman of the Board | Feb 4, 2011–Dec 16, 2022 | Led Board through governance transitions; independent Board leadership structure |
| Oragenics, Inc. | Executive Chairman | May 2, 2021–Dec 16, 2022 | Oversight during strategic period |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pfizer Inc. | Corporate Vice President; VP Corporate Strategic Planning & Policy | 30 years; retired June 2007 | Senior corporate strategy leadership |
| Civic and non-profit organizations | Board roles | Not disclosed | Serves on various boards (specific entities not named) |
Board Governance
- Independence: Board affirmatively determined Dr. Telling is independent under NYSE American standards .
- Committees: Audit Committee member; Compensation Committee member; Chair of Nominating & Governance Committee .
- Attendance: Board met or unanimously consented 7 times in fiscal 2024; all directors attended at least 75% of Board and committee meetings .
- Executive sessions: Independent directors held separate executive sessions .
- Board leadership: Positions of Chair and CEO are separated; independent Chair presides at executive sessions and leads evaluations .
Fixed Compensation
| Component | Program Detail | 2024 Amount (Telling) |
|---|---|---|
| Annual Board retainer (cash) | $45,000 for non-employee directors | Included in cash total |
| Committee chair fees (cash) | Chair: Audit $20,000; Compensation $15,000; Nominating $10,000 | Included in cash total |
| Committee member fees (cash) | Members: Audit $10,000; Compensation $7,500; Nominating $5,000 | Included in cash total |
| Total cash fees earned | Cash compensation for Board/committee service in 2024 | $72,500 |
| Meeting fees | Considered if >6 in-person meetings per year | Not separately disclosed for 2024 |
Performance Compensation
| Award Type | Grant Detail | Vesting | 2024 Amount (Grant-Date FV) |
|---|---|---|---|
| Stock options (annual director awards) | Options granted Sept 19, 2024; 65,000 options at $0.48 exercise price to Dr. Telling | Vested immediately; 10-year term subject to plan | $39,000 |
| Annual equity compensation policy | Non-employee directors receive annual equity under 2021 Plan | Vesting per award agreement; no dividends before vest | Not applicable beyond above |
| Long-term incentive plan (directors) | Company did not have a separate long-term performance plan for non-employee directors in 2024 | N/A | N/A |
Notable terms: Repricing of options/SARs prohibited without shareholder approval; options/SARs must be at or above grant-date FMV; clawback policy applies to awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | Proxy does not list other public company boards for Dr. Telling . |
| Civic/non-profit boards | Director | — | Various civic/non-profit boards (unspecified) . |
Expertise & Qualifications
- Senior corporate strategy experience at Pfizer; prior corporate VP roles .
- Advanced degrees in economics/public policy and industrial and labor relations; broad policy and planning expertise .
- Tenured governance leader at OGEN; prior Board Chair and Executive Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Frederick W. Telling | 121,067 | <1% | Includes 84,652 shares via stock options and 1,667 shares via warrants |
Stock ownership guidelines: Non-employee directors are subject to minimum dollar value ownership equal to 6x annual Board retainer ($270,000); directors are precluded from selling Company stock acquired under the 2021 Plan until meeting this threshold, aligning sale ability with stock performance .
Insider trading/reporting: Company states all persons subject to Section 16(a) complied with filing requirements during 2024 (no delinquent reports) .
Governance Assessment
- Committee workload and roles: Telling chairs Nominating & Governance and serves on Audit and Compensation—positions central to board effectiveness, oversight of controls, pay practices, and director nominations .
- Independence and attendance: Independent status with at least 75% attendance across Board and committees in 2024 supports engagement and governance quality .
- Compensation mix and alignment: 2024 compensation comprised cash fees ($72.5k) and immediately vested stock options (grant-date FV $39k) . Ownership guideline (6x retainer) is a strong alignment mechanism; plan prohibits repricing and applies a clawback .
- Potential conflicts/related-party exposure: Proxy outlines Audit Committee review of related party transactions and an indemnification framework; no specific related-party transactions involving Dr. Telling are disclosed .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees earned/paid in cash | $72,500 |
| Option awards (grant-date fair value) | $39,000 |
| Total | $111,500 |
| 2024 option grant specifics | 65,000 options at $0.48 exercise price; vested immediately (Sept 19, 2024) |
Additional Program Terms (for reference)
- Cash program structure: Annual base fee $45,000; chair/member fees per committee as specified; potential additional per-meeting consideration if Board meets >6 in-person times .
- Equity program structure: Annual director equity awards under 2021 Plan; no discounted options; restrictions on dividends prior to vesting; clawback applies .
RED FLAGS to monitor: Immediate vesting of director options may dilute performance linkage compared to multi-year vesting; continued share authorization increases and equity plan expansions can elevate dilution risk, though these are company-level proposals rather than director-specific actions .