James Neal
About James Neal
James Neal, 69, is an independent director of Processa Pharmaceuticals (PCSA) and has served on the board since 2022. He is the former Chief Executive Officer of XOMA Corporation (2016–Jan 2023) and previously held senior roles at Entelos (Acting CEO), Iconix Biosciences (CEO), Incyte Genomics (EVP, 1999–2002), and Monsanto. He holds a B.S. in Biology and an M.S. in Genetics and Plant Breeding from the University of Manitoba and an Executive MBA from Washington University in St. Louis.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XOMA Corporation (Nasdaq: XOMA) | Chief Executive Officer and Director | Dec 2016 – Jan 2023 | Led strategic transition; executive leadership and governance experience |
| Entelos, Inc. | Acting Chief Executive Officer | Pre-2009 | Led biosimulation company operations prior to acquisition of Iconix |
| Iconix Biosciences | Chief Executive Officer | Through 2007 (acquired by Entelos in 2007) | Established multi‑year collaborations with BMS, Abbott, Eli Lilly, and FDA |
| Incyte Genomics | Executive Vice President | 1999 – 2002 | Led global commercial activities and BD with pharma partners |
| Monsanto Company | Various roles | Earlier career | Business and technology collaboration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akari Therapeutics | Director | Current | Public biopharma board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member).
- Independence: The Board determined James Neal is independent under Nasdaq rules.
- Attendance: Board met 20 times in 2024; Neal missed 1 meeting (95% attendance). Audit Committee met 4 times (Neal attended all). Compensation Committee met once (all attended). Nominating & Governance Committee did not meet in 2024.
- Leadership: Board Chair is Justin Yorke (independent). No separate Lead Independent Director disclosed.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $56,000 | Payable quarterly; effective July 1, 2024 per amended plan approved Sep 3, 2024 |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed in proxy |
| Committee chair/member fees | Not disclosed | Plan disclosure specifies total annual retainer; no separate chair fees disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting/Distribution | Year‑End Status |
|---|---|---|---|---|
| RSUs (annual director grant) | Sep 3, 2024 | 31,206 RSUs = $44,000 | Vest on earlier of Jun 28, 2025 or 2025 annual meeting; distribution on earlier of end of appointment/reappointment, 3rd anniversary, change of control, or death | |
| RSUs outstanding at 12/31/24 | — | 31,206 RSUs; FV $27,586 at $0.88/share | Unvested as of 12/31/24 | RSUs outstanding per director award table |
No director performance metrics are tied to Neal’s RSUs; awards are service‑based with the distribution conditions noted above.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Akari Therapeutics | Public biopharma | Director | No disclosed supplier/customer/competitor interlock with PCSA in proxy filings |
No Compensation Committee interlocks with other issuers were disclosed.
Expertise & Qualifications
- 25+ years in business development, licensing, and commercial strategy across biopharma; CEO experience at XOMA; prior leadership at Entelos, Iconix, Incyte; early Monsanto roles.
- Education: B.S. Biology; M.S. Genetics & Plant Breeding (University of Manitoba); Executive MBA (Washington University in St. Louis).
- Governance skills: Audit Committee Chair; experience overseeing auditors and financial reporting at PCSA.
Equity Ownership
| Metric | May 1, 2025 | Aug 7, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 36,996 | 36,996 |
| Ownership (% of outstanding) | <1% | <1% |
| Directly owned shares | 721 | 721 |
| RSUs/rights exercisable/issuable within 60 days | 36,275 | 36,275 |
| Shares pledged/hedged | Not disclosed | Not disclosed |
Note: As of 12/31/24, each non‑employee director also had 5,069 RSUs vested but not yet distributable under plan distribution provisions.
Governance Assessment
- Strengths
- Independent Audit Chair with full attendance at committee meetings; prior CEO/BD background adds financial and deal discipline to oversight.
- Strong independence and solid board‑level attendance (95% in 2024) support engagement and accountability.
- Director pay includes equity (44% of $100k annual package), aligning interests with shareholders; RSUs subject to deferred distribution triggers.
- Watch items / potential red flags for investors
- Significant share authorization and reverse split authority sought in 2025 (increase to 1.0B authorized shares; reverse split 1:2–1:50), creating potential dilution and governance risk; Audit Chair Neal is part of the board recommending these actions.
- 2019 Omnibus Incentive Plan amendment proposes +10.8M shares and a 5% “evergreen” annual increase through 2035 (double‑trigger CoC acceleration; no repricing; no gross‑ups) — supportive plan features, but the evergreen and potential dilution warrant monitoring; Neal sits on the Compensation Committee overseeing equity programs.
- The special proxy cites possible adoption of a cryptocurrency treasury strategy as a rationale for increasing authorized shares — a non‑core initiative that could affect risk profile and investor confidence if pursued.
- Related‑party/Conflicts
- No related‑party transactions involving James Neal are disclosed; the only material related‑party item involves CorLyst (CEO David Young).
Director Compensation (Detail)
| Item | 2024 |
|---|---|
| Total annual compensation | $100,000 (Cash $56,000; RSU $44,000) |
| RSU grant (9/3/24) | 31,206 RSUs; vest earlier of Jun 28, 2025 or 2025 annual meeting; distribution upon end of appointment/reappointment, 3rd anniversary, change of control, or death |
| 2024 fees and stock recognized | Fees earned: $49,000; Stock awards: $44,000; Total: $93,000 (timing/recognition within 2024) |
Outstanding equity at 12/31/24 for Neal: 31,206 unvested RSUs (FV $27,586 at $0.88/share).
Board Attendance (2024)
| Body | Meetings | Neal Attendance |
|---|---|---|
| Full Board | 20 | 19 |
| Audit Committee (Chair) | 4 | 4 |
| Compensation Committee (Member) | 1 | 1 |
| Nominating & Governance (Member) | 0 | N/A (no meetings) |
Summary for Investors
- Neal’s governance profile is generally positive: independent Audit Chair, solid attendance, and relevant operating/BD experience.
- Oversight areas to monitor include potential dilution and plan design given his committee roles amid proposed authorized share increases, reverse split authority, and an expansive equity plan with an evergreen feature.