Simon Tarsh
About Simon Tarsh
Simon Tarsh (age 63) has served as an independent director of Onconetix since August 2022 and is designated an audit committee financial expert by the Board. He is a retired Senior Managing Director from Deloitte Consulting LLP’s Finance & Enterprise Performance Practice, a Chartered Accountant (CIMA Fellow), with a BSc in Business & Administration (University of Salford, 1981) and an MBA (City University Business School, 1988). His tenure on the Board as a Class I director runs through the December 5, 2025 annual meeting unless re-elected.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting LLP | Senior Managing Director, Finance & Enterprise Performance | 2007–2023 (retired) | Led global operational transformation, carve-outs, JVs; advised high-growth companies on finance operations and controls across US, India, China, Eastern Europe, Latin America. |
| PA Consulting Group (London) | Consultant; elected Partner | 1988; Partner in 1997 | Built finance/operations advisory credentials; UK-based leadership. |
| ISG (Europe) | Built business process outsourcing advisory practice | 2001–2006 | Led BPO advisory build-out in Europe. |
| Marathon Oil; Dow Chemical | Finance roles (early career) | Not specified | Qualified as Chartered Accountant during this period. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in biography. |
Board Governance
- Committee assignments: Chair of Audit Committee; member of Compensation and Nominating & Corporate Governance Committees.
- Financial expertise: Board determined Simon Tarsh qualifies as an “audit committee financial expert” and meets Nasdaq financial sophistication requirements.
- Independence: Audit Committee members are independent; the Board deemed all four directors (including Tarsh) independent.
- Board structure & terming: Class I director (with Thomas Meier); term expires at the 2025 annual meeting.
- Meeting cadence & attendance: In 2024, Board met 18 times; Audit 5, Compensation 4, Nominating 2; each director attended at least 75% of meetings of the Board and committees on which they served.
- Lead Independent Director: Andrew Oakley serves as Chairman and Lead Independent Director, presiding at executive sessions and serving as liaison between independent directors and management.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $45,000 | Non-employee director annual cash retainer. |
| Audit Committee member retainer | $10,000 | Paid in addition to chair fees if applicable. |
| Compensation Committee member retainer | $7,500 | — |
| Nominating & Corporate Governance Committee member retainer | $5,000 | — |
| Audit Committee chair fee | $15,000 | In addition to member retainer. |
| 2024 Director Compensation (Tarsh) | USD | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $82,500 | Board retainer ($45k) + Audit member ($10k) + Audit chair ($15k) + Compensation member ($7.5k) + Nominating member ($5k). |
| Stock Awards (grant-date fair value) | $5,120 | 39 RSAs granted on Sept 26, 2024; scheduled to vest Aug 31, 2026. |
| Total | $87,620 | Sum of cash and equity fair value reported. |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock Award (annual grant) | Sept 26, 2024 | 39 shares | $5,120 | Vest Aug 31, 2026 | Company policy provides annual restricted stock equal to 0.04% of shares outstanding, vesting approximately one year and upon death, disability, or change of control; specific 2024 award vests in 2026; no performance metrics disclosed for director RSAs. |
| Options | — | — | — | — | Ownership table shows one fully vested option in beneficial ownership. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Related Parties |
|---|---|---|---|
| — | — | — | No other public company boards or interlocks disclosed; no related-party ties disclosed for Tarsh. |
Expertise & Qualifications
- Chartered Accountant (CIMA Fellow; CPA-equivalent), deep finance background; extensive operational transformation leadership including carve-outs, JVs, global finance operations as companies scale.
- Audit committee financial expert; experienced in oversight of financial reporting, controls, and risk management.
- International experience across US, India, China, Eastern Europe, and Latin America; prior finance roles at Marathon Oil and Dow Chemical.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Simon Tarsh | 659 | * (<1%) | Includes 658 restricted stock awards unvested until Aug 31, 2026 and 1 fully vested option. |
Insider Trades
| Date | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions for Tarsh are disclosed in the proxy; company indicates Section 16(a) filings by directors were timely in 2024 (exceptions named do not include Tarsh). |
Governance Assessment
- Board effectiveness: Central oversight role as Audit Committee chair and member of both Compensation and Nominating committees; designated audit committee financial expert, supporting robust financial oversight.
- Independence and engagement: Determined independent by the Board; attended ≥75% of Board/committee meetings in 2024; presence of Lead Independent Director provides structured independent oversight.
- Ownership alignment: Beneficial ownership less than 1% with unvested RSAs and one vested option; annual director equity grants create some alignment, though absolute holdings are modest by share count.
- Policies and controls: Company maintains insider trading and clawback policies; 2024 reported material weaknesses in internal controls—remediation is under Audit Committee purview led by Tarsh, a key area for investors to monitor.
- Conflicts and related parties: The proxy’s related-party transactions section does not identify any transactions involving Tarsh.
RED FLAGS to monitor:
- Company-reported material weaknesses in internal controls (segregation of duties, related-party approvals, ITGCs), increasing the importance of Audit Committee remediation under Tarsh’s chairship.
- Concentration of committee roles (Audit chair plus Compensation and Nominating memberships) can elevate workload and oversight concentration; ensure sustained attendance and effective committee functioning.