Robert C. Koski
ORAGENICSAbout Robert C. Koski
Robert C. Koski, age 66, has served as an independent director of Oragenics, Inc. since June 2009. He is a practicing attorney and proprietor of The Koski Firm in Atlanta, Georgia (litigation and tax), a partner in the Koski Family Limited Partnership, and a director of the Koski Family Foundation since December 1996; his education includes a B.A. from Colgate University, a J.D. from Emory School of Law, and an LLM in Taxation and Litigation from Emory University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Koski Firm (Atlanta, GA) | Attorney (sole proprietorship) | Since 1992 | Legal and tax expertise contributing to board deliberations |
| Koski Family Limited Partnership (KFLP) | Partner | Not disclosed | Beneficial owner; interests disclosed in ownership table |
| Koski Family Foundation | Director | Since Dec 1996 | Non-profit governance experience |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Koski Family Foundation | Director | No | Since Dec 1996 | Philanthropic board role |
| Public company boards (other than OGEN) | None disclosed | — | — | No additional public directorships reported |
Board Governance
- Board composition includes five directors: Alan W. Dunton, John P. Gandolfo, Robert C. Koski, Charles L. Pope, and Frederick W. Telling; all are nominated for re‑election .
- Independence: The Board affirmed Koski and all directors are independent under NYSE American standards .
- Committee assignments:
- Nominating and Governance Committee: Member (Chair: Frederick W. Telling) .
- Audit Committee: Not a member (members: Pope—Chair, Telling, Dunton, Gandolfo) .
- Compensation Committee: Not a member (members: Dunton—Chair, Telling, Pope, Gandolfo) .
- Board attendance and engagement: The Board met or unanimously consented 7 times in fiscal 2024; all directors attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions .
- Board leadership: Independent non-executive Chair (Charles L. Pope) with separate CEO role; Chair presides at executive sessions and leads evaluations .
Fixed Compensation
| Component | Program Terms | 2024 Actual for Koski |
|---|---|---|
| Annual Board retainer (cash) | $45,000 for non-employee directors | $50,000 cash fees earned (includes committee service) |
| Committee membership fees (cash) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 (members); Committee chairs: Audit $20,000; Compensation $15,000; Nominating $10,000; Board Chair $40,000 | Included in $50,000 total; specific committee cash for Koski relates to Nominating membership |
| Meeting fees | Possible additional per-meeting fees if >6 in-person meetings/year | Not itemized; included in cash total if applicable |
Performance Compensation
| Grant Date | Award Type | Shares/Options | Grant Date Fair Value | Strike Price | Vesting | Expiration/Term |
|---|---|---|---|---|---|---|
| Sep 19, 2024 | Stock Options | 65,000 | $25,350 (ASC 718) | $0.48/share | Vested immediately | Not specified (plan cap ≤10 years) |
| Aug 2023 (Annual equity for non-employee directors) | Restricted Stock | 25,000 | Not disclosed | N/A | 20,000 vested immediately; 5,000 after six months | N/A |
Performance metrics tied to director compensation: None disclosed; Company did not have a long‑term performance incentive plan for non‑employee directors in 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Koski Family Limited Partnership (KFLP) | Partner; KFLP beneficially owns Oragenics shares and warrants | Related-person interest disclosed; Audit Committee policy requires arm’s‑length review; no specific transactions disclosed involving Koski/KFLP |
| Public competitors/suppliers/customers | None disclosed | None disclosed |
Expertise & Qualifications
| Category | Details |
|---|---|
| Legal and tax expertise | Practicing attorney, litigation and tax focus; LLM in Taxation and Litigation |
| Education | B.A. Colgate University; J.D. Emory School of Law; LLM Emory University |
| Board qualifications | Experienced in legal leadership and consensus‑building; independent director |
Equity Ownership
| Holder/Instrument | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Robert C. Koski) | 134,401 shares; <1% of outstanding | Based on 21,475,289 shares outstanding (03/21/2025) |
| Direct common shares (Koski) | 27,940 | Owned directly |
| Options exercisable within 60 days (Koski) | 83,094 | Counted as beneficial per SEC rules |
| KFLP common shares | 14,334 | KFLP interest; Koski is general partner |
| KFLP shares via Series B conversion | 5,000 | Acquired upon conversion |
| KFLP warrants (exercisable) | 4,033 | Exercisable into common |
| Ownership guidelines | Minimum holding requirement: $270,000 (6× annual retainer) restricting sales of equity acquired under 2021 plan; individual compliance status not disclosed |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company believes all officers/directors complied; no delinquent filings reported |
| Form 4 transaction details | Not provided in proxy; no specific insider trade activity for Koski disclosed |
Governance Assessment
- Independence and committee service: Koski is an independent director serving on the Nominating and Governance Committee; he is not on Audit or Compensation, which can help mitigate potential conflicts from his KFLP affiliation .
- Attendance and engagement: Board met 7 times and all directors met at least 75% attendance; independent director executive sessions in conjunction with meetings, indicating active oversight .
- Compensation alignment: Director pay mixes modest cash ($50,000 for Koski in 2024) with equity options that vested immediately, consistent with small-cap biotech director practices; annual equity awards (RSUs in 2023; options in 2024) provide ownership linkage though the 2024 option vesting is not performance-based .
- Ownership and skin-in-the-game: Koski’s beneficial ownership totals 134,401 shares (<1%), including direct holdings, options, and KFLP interests; the Board’s ownership guideline of $270,000 minimum may enhance alignment, but individual compliance status is not disclosed in the proxy .
- Conflicts/related-party exposure: KFLP holdings are disclosed; Audit Committee policy requires arm’s‑length review of any related‑party transactions; no specific transactions with Koski/KFLP are disclosed, reducing immediate conflict risk signals .
RED FLAGS to monitor:
- Immediate vesting of director options (not performance-based) dilutes without direct performance conditioning in 2024 .
- KFLP beneficial ownership creates a related‑person interest; continued monitoring of any transactions involving KFLP is prudent even though none are disclosed in the proxy .
- Company going-concern emphasis paragraph by auditor (enterprise risk context), though not director‑specific, underscores heightened financing/oversight needs for the Board .