John Ciccio
About John Ciccio
Independent director at OS Therapies Incorporated (OSTX); age 45; serving on the board since December 2020. Currently Chief Operating Officer — Technology & Data Solutions at Syneos Health (Nasdaq: SYNH) and designated OSTX Audit Committee financial expert. Education: B.A. in Government from Harvard University; industry recognitions include PharmaVOICE 100 and PM360 ELITE 100 (2018). Tenure and biography confirm deep experience scaling healthcare data/technology businesses and executing transactions (e.g., Skipta sale to Informa).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syneos Health (Nasdaq: SYNH) | COO — Technology & Data Solutions | Jul 2022–present | Senior operating leader in biopharma solutions; public company perspective |
| Adheris Health | President & CEO | 2019–Jul 2022 | Led patient engagement business |
| Skipta LLC | President; Board of Managers | 2014–2018 | Played critical role in sale to Informa PLC |
| Full Code Medical Simulation | Director | Since Mar 2022 | Healthcare simulation board role |
External Roles
| Organization | Role | Start | Public/Private | Notes |
|---|---|---|---|---|
| Syneos Health (SYNH) | COO — Tech & Data Solutions | Jul 2022 | Public | Senior operator; potential time demands |
| Full Code Medical Simulation | Director | Mar 2022 | Private | Board service alongside OSTX duties |
Board Governance
- Committee assignments:
- Audit Committee: Chair; designated Audit Committee financial expert; members include Avril McKean Dieser and Theodore F. Search; 2 meetings held in 2024 .
- Compensation Committee: Member (Chair is Theodore F. Search; Olivier R. Jarry member); 2 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member (with Olivier R. Jarry and Theodore F. Search); 2 meetings in 2024 .
- Independence: Board determined all non-employee directors, including Ciccio, are independent under NYSE American and SEC rules; CEO/Chair Paul Romness is not independent .
- Attendance and engagement: Board held 4 meetings in 2024; each director attended ≥75% of board and committee meetings on which they served; executive sessions at each regular meeting (no employees present) .
- Board leadership: CEO also serves as Chairman; no lead independent director disclosed .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Cash fees | $0 |
| Fair value of options granted | $24,505 |
| All other compensation | $0 |
| Total | $24,505 |
Non-Employee Director Compensation Policy:
- Annual retainer (Board members): $0; Chairman retainer: $5,000; no additional retainers for committee chairs; reasonable meeting expenses reimbursed .
Performance Compensation
- No performance-conditioned director compensation disclosed; OSTX’s non-employee director pay is primarily option grants without stated performance metrics for directors. The company’s Incentive Compensation Plan allows performance awards generally, but director compensation tables show only option grants for 2024 .
| Performance Metric | Status |
|---|---|
| Financial/operational targets tied to director pay | Not disclosed |
| PSU/TSR metrics for director awards | Not disclosed |
| Clawback provisions applicable to directors | Not disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Implication |
|---|---|---|---|
| Mill River Partners LLC | Related party | Ciccio and Dr. Search are on board of managers; Mill River purchased OSTX convertible notes (2019, 2020, 2023) that converted at IPO; held 435,835 OSTX common shares as of Aug 20, 2025 | Interlock/related-party exposure overseen by Audit Committee; potential conflict management required |
| Syneos Health (SYNH) | Executive role | Public company COO role may influence time allocation; no direct OSTX transaction disclosed | Time/attention monitoring; independence maintained |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; experienced in financial/auditing matters .
- Sector expertise: Extensive biopharma tech/data operations; growth-stage leadership; M&A execution (Skipta sale) .
- Education & recognition: Harvard B.A. (Government); PharmaVOICE 100 and PM360 ELITE 100 (2018) .
Equity Ownership
| Metric | Feb 12, 2025 (Record Date) | Aug 20, 2025 (Record Date) |
|---|---|---|
| Shares beneficially owned | 237,917 (includes 217,917 via Mill River Partners LLC) | 237,917 (includes 217,917 via Mill River Partners LLC) |
| % of outstanding common | 1.08% | <1% (“*” less than 1%) |
| Unvested options | 40,000 (3-year vesting commencing Dec 5, 2025) | 40,000 (3-year vesting commencing Dec 5, 2025) |
Pledging/hedging: Company had not yet adopted formal insider trading or hedging policies as of the proxy date; board intends to adopt in 2025 .
Insider Trades
| Date/Item | Form | Note |
|---|---|---|
| Dec 5, 2024 transactions | Form 5 filed | Company disclosed that Ciccio (and other insiders) filed a Form 5 due to failure to file a Form 4 for transactions on Dec 5, 2024; specific transaction details not provided in proxy |
Governance Assessment
- Positives:
- Independent director with broad sector and data/technology experience; Audit Committee chair and designated financial expert enhance financial oversight quality .
- Strong engagement: ≥75% attendance; presence on all three key committees indicates high involvement .
- Director pay tilted to equity, minimal cash; aligns with shareholder value preservation at early-stage public biotech .
- Risks and RED FLAGS:
- Related-party ties: Mill River Partners LLC (where Ciccio is on the board of managers) held OSTX notes that converted and owns shares; requires robust recusal and Audit Committee oversight of related-party transactions .
- Compliance lapse: Late Section 16 reporting (Form 5 for Dec 5, 2024 transactions) — minor but notable governance signal .
- Policy gaps: No formal insider trading or hedging policies adopted as of the 2025 proxy; adoption planned — current absence is a governance red flag for alignment/controls .
- Board leadership concentration: CEO also serves as Chairman; absence of a disclosed lead independent director may dilute independent oversight .
Overall, Ciccio brings material financial and operating expertise and serves as a key governance anchor through Audit chair responsibilities. Investors should monitor mitigation of related-party exposures (Mill River) and timely adoption/enforcement of trading/hedging policies to sustain confidence.