Curtis Lockshin
Phio PharmaceuticalsAbout Curtis A. Lockshin, Ph.D.
Independent director of PHIO (since 2013), age 64 as of the 2025 proxy filing; immuno-oncology executive with a technical and R&D background . He holds an S.B. in Life Sciences and a Ph.D. in Biological Chemistry from MIT . Prior roles include Chief Scientific Officer at Xenetic Biosciences (2017–May 2024), Chief Technical Officer at VBI Vaccines, CEO/Director at SciVac Therapeutics (through its 2016 acquisition by VBI), VP Corporate R&D Initiatives at OPKO Health, and earlier research leadership at Sepracor (Sunovion) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xenetic Biosciences, Inc. | Chief Scientific Officer | 2017 – May 2024 | Executive leadership in oncology R&D |
| VBI Vaccines, Inc. | Chief Technical Officer | Jul 2016 – Dec 2016 | Technical leadership in vaccines |
| SciVac Therapeutics, Inc. | Chief Executive Officer and Director | Sep 2014 – Jul 2016 (until merger with VBI) | Led commercial-stage biologics/vaccine company through combination with VBI |
| OPKO Health, Inc. | Vice President, Corporate R&D Initiatives | Not disclosed | Operational oversight across R&D units |
| Sepracor Inc. (now Sunovion) | Scientist; Research Director (new leads initiative) | Not disclosed | Directed discovery strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ruth K. Broad Biomedical Research Foundation (Duke Univ. support corporation) | Director | Since 2004 | Non-profit academic foundation governance |
| Guardum Pharmaceuticals, LLC (private) | President & CEO | Since May 2013 | Private company leadership |
| SciVac Therapeutics, Inc. | Director (prior role) | Sep 2014 – Jul 2016 | Public-company directorship prior to VBI merger |
Board Governance
- Independence: The Board determined all directors other than the CEO/Chair (Bitterman) are independent; committee members (including Compensation, Governance, Nominating) are independent under Nasdaq/Exchange Act standards .
- Attendance: Board met 7 times in FY2024; all directors other than Jonathan E. Freeman attended at least 75% of Board and committee meetings (thus Lockshin met the 75% threshold) .
- Leadership: Board size 6; Lead Independent Director is Robert L. Ferrara; independent directors held two executive sessions in 2024 .
- Committee assignments (FY2024 structure):
- Compensation Committee: Member; committee met 5 times .
- Governance Committee: Chair; committee met once .
- Nominating Committee: Member (2025 slate: Bradford Chair, Deming, Lockshin); committee met once .
- Audit Committee: Not a member (Ferrara Chair; met 4 times) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 42,500 | As reported for Lockshin in the Non-Employee Director Compensation Table |
| 2023 | 42,500 | As reported for Lockshin |
Director fee schedule (structure):
- Through Mar 31, 2025: Board retainer $35,000; Audit Chair $15,000; Compensation/Governance/Nominating Chair $7,500 each; Lead Independent Director $12,000 .
- Effective Apr 1, 2025: Board retainer $45,000; Audit Chair $17,500; Compensation Chair $11,250; Governance/Nominating Chair $5,000 each; Committee members (non-chairs) $2,500 per committee; Lead Independent Director $13,500 .
Performance Compensation
| Component | Value/Terms | Vesting | Performance Metrics |
|---|---|---|---|
| RSU – Annual grant policy (2023 proxy) | 1,500 RSUs per non-employee director | Vest in full on one-year anniversary of grant | None disclosed (time-based only) |
| RSU – Annual grant policy (2025 proxy) | RSU grant amount determined by Board | Vest in full on one-year anniversary of grant | None disclosed (time-based only) |
| 2024 Stock Awards (Lockshin) | $5,580 grant-date fair value (RSUs) | Standard director RSU vest (one-year) | No performance metrics disclosed |
| 2023 Stock Awards (Lockshin) | $7,860 grant-date fair value (RSUs) | Standard director RSU vest (one-year) | No performance metrics disclosed |
Observations:
- Non-employee director equity is time-based RSUs; no TSR/financial/ESG performance conditions are disclosed for director equity .
- Year-over-year, Lockshin’s equity grant value decreased ($7,860 in 2023 to $5,580 in 2024) while cash fees were flat at $42,500, implying a cash-heavy mix in 2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Period | Notes |
|---|---|---|---|---|
| SciVac Therapeutics, Inc. | Public (prior) | Director | 2014–2016 | Served as CEO and director; company merged into VBI in 2016 |
| Ruth K. Broad Biomedical Research Foundation | Non-profit | Director | Since 2004 | Academic foundation; not a commercial interlock |
| Guardum Pharmaceuticals, LLC | Private | President & CEO | Since May 2013 | Private pharma; no PHIO related-party transaction disclosed in proxy sections reviewed |
No other current public-company directorships are disclosed for Lockshin in PHIO’s proxies reviewed .
Expertise & Qualifications
- Scientific/technical: Immuno-oncology R&D leadership; prior roles across discovery, development, and operations (Xenetic, VBI, SciVac, OPKO, Sepracor/Sunovion) .
- Governance: Chairs Governance Committee; serves on Compensation and Nominating Committees .
- Education: S.B. Life Sciences; Ph.D. Biological Chemistry, MIT .
Equity Ownership
| Holder | Shares Beneficially Owned (No.) | % of Class | RSUs Outstanding (as of 12/31/24) | Options Exercisable within 60 Days (as of proxy record date) |
|---|---|---|---|---|
| Curtis A. Lockshin, Ph.D. | — (none reported) | <1% | 2,000 | 4 (as of 2024 proxy) |
| Source | ||||
| Based on 2025 Security Ownership table (Lockshin shown as “–”) | Based on 2025 Security Ownership table (“*” <1%) | RSUs outstanding by director as of 12/31/24 | 2024 proxy footnote indicates 4 options exercisable within 60 days |
Notes:
- Ownership percentages are computed by the company’s method and based on shares outstanding as of the 2025 record date; RSUs generally do not count as beneficially owned until vesting/settlement .
Governance Assessment
Strengths
- Independence affirmed; multiple committee roles including Governance Chair; meets attendance threshold; Board and committees held regular meetings (Board 7; Comp 5; Governance 1; Nominating 1; Audit 4) .
- Deep sector expertise in immuno-oncology and R&D provides relevant oversight for PHIO’s strategy .
Potential Concerns / Red Flags to Monitor
- Ownership alignment: 2025 proxy shows no beneficially owned common shares for Lockshin as of the record date (though he held 2,000 RSUs at 12/31/24), which may indicate lower direct “skin-in-the-game” versus peers relying solely on time-based RSUs .
- Compensation mix: 2024 compensation skewed to cash ($42,500 cash vs. $5,580 equity), with equity time-based rather than performance-based; while typical for small-cap biotech directors, it offers limited pay-for-performance sensitivity .
- Related-party/Interlocks: Past executive/director roles at other biotech firms (e.g., SciVac/VBI, OPKO) underscore the need for vigilant related-party oversight; the proxy details the policy and Audit Committee oversight, and the excerpts reviewed do not describe any specific related-person transactions involving Lockshin .
Compliance and Controls
- Insider Trading Policy and Code of Conduct in place; independence determinations conducted annually; executive sessions held twice in 2024 .
- No Section 16(a) delinquencies noted for Lockshin; the only untimely Form 4 mentioned in 2024 related to another officer .
Appendix: Director Compensation Details (Reference)
| Item | Amount | Effective Period |
|---|---|---|
| Board Service Retainer (all non-employee directors) | $35,000 | FY2024 through Mar 31, 2025 |
| Audit Committee Chair Retainer | $15,000 | FY2024 through Mar 31, 2025 |
| Compensation/Governance/Nominating Chair Retainer | $7,500 (each) | FY2024 through Mar 31, 2025 |
| Lead Independent Director Retainer | $12,000 | FY2024 through Mar 31, 2025 |
| Board Service Retainer (all non-employee directors) | $45,000 | Effective Apr 1, 2025 |
| Audit Committee Chair Retainer | $17,500 | Effective Apr 1, 2025 |
| Compensation Committee Chair Retainer | $11,250 | Effective Apr 1, 2025 |
| Governance/Nominating Chair Retainer | $5,000 (each) | Effective Apr 1, 2025 |
| Committee Members (non-Chairs) | $2,500 per committee | Effective Apr 1, 2025 |
| Lead Independent Director Retainer | $13,500 | Effective Apr 1, 2025 |