Andrew Oakley
About Andrew Oakley
Andrew Oakley (age 62) is Onconetix’s Non-Executive Chairman (since February 2025) and Lead Independent Director (since July 12, 2025). He is a Class II director with a term expiring at the 2026 annual meeting. Oakley is a career biopharma finance leader, previously CFO at Autolus Therapeutics (2018–2022), Sosei Group (2017–2018), and earlier led finance at Vectura Group and Actelion. He holds a Bachelor of Economics from Macquarie University, an MBA from London Business School, and is a member of the Australian Institute of Chartered Accountants (since 1987) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autolus Therapeutics plc (NASDAQ: AUTL) | Chief Financial Officer | 2018–2022 | Public biopharma CFO; capital markets and reporting leadership |
| Sosei Group (TSE:4565) | Chief Financial Officer | 2017–2018 | Public biopharma CFO; Japan-listed governance experience |
| Vectura Group plc (LSE: VEC) | Senior finance executive (led finance function) | Not disclosed | Led finance function; public UK pharma experience |
| Actelion Ltd | Senior finance executive (led finance function “over a decade”) | Not disclosed | Long-tenured finance leadership in large-cap biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held biotech companies | Board member | Not disclosed | Multiple private biotech directorships (no public boards disclosed) |
Board Governance
- Board leadership: Oakley serves as Chairman of the Board and Lead Independent Director; he presides at executive sessions, provides input on agendas, and serves as liaison between independent directors and management .
- Board classification and term: Class II director; term expires at the 2026 annual meeting .
- Independence: The Board deems all current directors, including Oakley, to be independent under Nasdaq rules .
- Committees and roles:
- Audit Committee member (Chair: Simon Tarsh). Audit “financial expert” designation applies to Tarsh and (if elected) Sarah Romano; Oakley is a member but not designated as financial expert .
- Compensation Committee member (Chair: Thomas Meier) .
- Nominating & Corporate Governance Committee member (Chair: Timothy Ramdeen) .
- Meetings and attendance (FY2024): Board met 18x; Audit 5x; Compensation 4x; Nominating 2x; all directors met at least 75% attendance (note: Oakley joined in 2025; company reports 2024 attendance for the then-serving directors) .
- Annual meeting attendance: “All of our directors virtually attended our 2024 annual meeting” .
- Risk oversight: Audit oversees financial risks; Compensation oversees compensation risk; Board reviews strategy, liquidity, and product risks .
- Controls environment context: Company disclosed material weaknesses in internal control in 2024; Audit Committee appointed a new auditor (MaloneBailey) in 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $45,000 | Paid quarterly in arrears |
| Audit Committee member retainer | $10,000 | Annual |
| Compensation Committee member retainer | $7,500 | Annual |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Annual |
| Audit Committee Chair fee | $15,000 | Annual; in addition to member retainer |
| Compensation Committee Chair fee | $7,500 | Annual; in addition to member retainer |
| Nominating Committee Chair fee | $5,000 | Annual; in addition to member retainer |
| Lead Independent Director fee (Oakley) | $36,000 per month | Appointed July 12, 2025; implies $432,000 annualized run-rate |
RED FLAG: The company’s 2022 Equity Incentive Plan includes a “Non-Employee Director Compensation Limit” that caps the aggregate value of all non-employee director compensation (cash and equity) at $150,000 per calendar year ($200,000 for first year). The disclosed Lead Independent Director fee alone ($36,000/month) appears to exceed this limit absent an exclusion or separate policy; clarification is warranted .
Performance Compensation
| Equity vehicle | Grant sizing | Vesting | Acceleration | Notes |
|---|---|---|---|---|
| Restricted Stock Awards to directors | 0.04% of shares outstanding as of annual meeting | Time-based; approx. one-year vesting | Upon death, disability, or change of control | Annual grants to non-employee directors; equity-based alignment; no performance metrics disclosed |
No performance-conditioned metrics (e.g., TSR, revenue, EBITDA) are disclosed for director equity; awards are time-based RSAs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Oakley . |
| Private company boards | Board member at a number of privately held biotech companies . |
| Interlocks or related-party exposure | 8-K appointing Oakley states no related-party transactions under Item 404(a) and no selection arrangements; also not identified as a 10% owner . Company’s related-party section highlights items involving other parties (e.g., Altos Ventures debenture; prior CEO expenses), but none involving Oakley . |
Expertise & Qualifications
- Finance and capital markets: Extensive public-company CFO experience (AUTL, Sosei; significant finance leadership at Vectura and Actelion) .
- Governance: Independent director; Lead Independent Director and Board Chair responsibilities including executive session leadership and liaison with management .
- Education/credentials: Bachelor of Economics (Macquarie University); MBA (London Business School); Australian Institute of Chartered Accountants member since 1987 .
- Audit expertise: Serves on Audit Committee; however, not designated as “audit committee financial expert” (designation applies to Tarsh and, if elected, Romano) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 638 shares (all restricted stock awards) |
| Vested vs. unvested | Includes 638 RSAs that do not vest until August 31, 2026 (i.e., all unvested at record date) |
| Ownership % of outstanding | Less than 1% (based on 1,550,010 shares outstanding as of record date) |
| Options/warrants | None disclosed for Oakley in beneficial ownership table |
| Initial Form 3 filing | Filed March 7, 2025, showing no securities beneficially owned at time of appointment on February 24, 2025 |
| Pledging/hedging | Insider Trading Policy in place; no specific pledging/hedging disclosures regarding directors in the proxy |
Governance Assessment
- Independence and workload: Oakley is fully independent and serves on all three standing committees (Audit, Compensation, Nominating), in addition to Board Chair and Lead Independent roles. This concentration suggests significant influence and workload; monitoring bandwidth and committee effectiveness is prudent .
- Compensation alignment: Director equity is time-based with one-year vesting and change-in-control acceleration; no performance metrics are used, which lowers pay-for-performance sensitivity at the board level .
- Potential compensation governance conflict: The 2022 Plan’s stated $150,000 non-employee director compensation cap (including cash and equity) appears inconsistent with a $36,000 per month Lead Independent Director cash fee. Absent a specific carve-out, investor clarification is advisable. This is a governance red flag and could draw scrutiny from proxy advisors and investors focused on director pay practices .
- Skin in the game: Oakley’s disclosed ownership is de minimis (<1%) and entirely unvested RSAs as of the 2025 record date, indicating modest alignment by equity at this stage of tenure (appointment in February 2025; RSAs vest August 31, 2026) .
- Controls oversight context: Material weaknesses in internal control were disclosed for 2024 alongside an auditor change. Given Oakley’s Audit Committee seat and overall board leadership, successful remediation and control rigor will be key for investor confidence .
- Related-party/conflict exposure: Company disclosures show no related-party transactions involving Oakley and affirm independence upon appointment—positive for governance risk assessment .
Implications: Clarify the Lead Independent Director fee relative to the plan’s compensation limit; consider enhancing performance linkage for director equity; demonstrate progress on control remediation; and consider building director shareholdings over time to reinforce alignment. These steps would strengthen investor confidence in board effectiveness and oversight .