Alexander Arrow

About Alexander Arrow

Alexander K. Arrow, M.D., CFA, is Protagenic Therapeutics’ Chief Financial Officer since February 2016; he is 53 per the company’s FY 2023 Form 10-K executive roster . His credentials include an M.D. from Harvard Medical School (1996), a B.A. in Biophysics from Cornell University (1992, magna cum laude), and the CFA designation (1999) . Biography highlights include leadership roles across medtech and life sciences (CFO and operating executive roles at Arstasis, Carlsmed, Strateos; President/COO and Audit/Comp Committee Chair at Biolase; equity research head at Lazard Capital Markets; board roles at Insightful Instruments, Paragonix Technologies, and Neumedicines) . Pay-versus-performance disclosures show cumulative Total Stockholder Return benchmarks and net losses: TSR value of an initial $100 investment was $38.10 in 2023 and $131.90 in 2022; net losses were $5.0 million in 2023 and $3.56 million in 2022, evidencing alignment commentary around equity-based incentives .

Past Roles

External Roles

Fixed Compensation

Employment arrangements: Arrow serves as a part-time CFO with a base salary of $150,000 (raised from $125,000 on July 1, 2021); from Feb 2019–Aug 2020 he received zero cash salary and three option grants totaling ~88,541 options in lieu of cash compensation .

Performance Compensation

Equity program commentary (smaller reporting company): disclosures emphasize alignment via equity grants; CAP vs TSR discussion indicates relative alignment but does not set explicit financial/performance metric targets (e.g., revenue/EBITDA/TSR percentiles) for Arrow’s pay .

Equity Ownership & Alignment

• Beneficial ownership (as of April 1, 2024): Arrow beneficially owned 244,773 shares (including 45,815 common shares and 198,958 options exercisable within 60 days); 98,333 options were not exercisable within 60 days. Percent of class: 5% .
• Change-of-control acceleration: 100% of then‑unvested options vest upon a qualified change of control, resignation for Good Reason, or involuntary termination other than For Cause .
• Pledging/hedging: No pledging disclosure found in reviewed proxy/10-K sections .

Outstanding option grants (Dec 31, 2024):

Option repricing event: On Feb 21, 2025, shareholders approved repricing authority; the Board repriced all outstanding option grants under the 2006 and 2016 plans to $0.2655 per share (closing price on Feb 21, 2025). This is a compensation governance red flag (repricing of underwater options) and may alter incentive alignment and near-term selling pressure dynamics .

Employment Terms

• Base salary and part-time arrangement: $150,000 per year; previously $125,000 until July 1, 2021 .
• Equity history: cumulative grants include 25,000 options under the 2006 plan and extensive grants under the 2016 plan (exercise prices historically at $1.74, $4.00, $5.00, $7.00) with latest 2034-dated grant at $1.74 (25,000 exercisable; 75,000 unexercisable) .
• Change-of-control economics: full acceleration of unvested options on qualified change-of-control/resignation for Good Reason/involuntary termination other than For Cause .
• Severance multiples, non-compete, non-solicit, garden leave, clawback, tax gross-ups, stock ownership guidelines: not disclosed in reviewed filings .

Performance & Track Record

• Corporate actions and restructuring: Arrow signed multiple 8-Ks reflecting governance and operating changes, including a restructuring pivot to prioritize the Phase 2 clinical trial of PT00114 and elimination of certain executive roles, transitioning to a virtual operating model to minimize burn .
• Governance signatures: Arrow signed numerous SEC filings and special meeting proxies in his capacity as CFO/Secretary .
• External value creation: Serving on the board of Paragonix, which was acquired in Sept 2024 by Getinge AB for $469 million, highlighting engagement with value-creating assets in medtech .

Risk Indicators & Red Flags

• Option repricing (Feb 2025): Repricing all outstanding options to $0.2655 per share is a governance red flag, potentially weakening pay-for-performance rigor and altering equity overhang/selling dynamics .
• Nasdaq compliance pressures: Proxies discuss reverse split authority to regain compliance with Nasdaq minimum bid and equity requirements, underscoring listing risk context during Arrow’s tenure .

Compensation Structure Analysis

• Mix shift: 2024 introduced option grant value ($32,605) after no equity value recognized in 2023/2022; overall pay remains heavily fixed (salary) with minimal variable cash incentives .
• Guaranteed vs at-risk: No cash bonus or PSU programs disclosed; equity is primarily time-based options with change-of-control acceleration; repricing materially reduces strike prices—indicative of reduced performance risk for equity holders .
• Performance metrics: No explicit revenue/EBITDA/TSR target linkages or weightings disclosed for Arrow’s incentive pay; company’s narrative references alignment via equity grants rather than metric-based plans .

Equity Ownership & Alignment

Investment Implications

• Pay-for-performance rigor appears limited: No disclosed cash incentive plan metrics and predominantly time-based options with change-of-control acceleration; 2025 option repricing to $0.2655 materially reduces performance hurdle for equity awards—monitor dilution and exercise behavior post-repricing .
• Retention risk seems moderated by equity mechanics: Extensive vested options and change-of-control acceleration favor retention/alignment in strategic events; part-time CFO compensation structure suggests limited fixed cost burden .
• Governance and listing risk context: Reverse-split authority and Nasdaq compliance discussions signal elevated capital markets risk; CFO stewardship through restructuring and trial focus should be weighed against historical losses and TSR trajectory .