Barrett Evans
Protagenic Therapeutics, Inc.\newAbout Barrett Evans
Barrett Evans joined PTIX’s Board on May 15, 2025 and served as President and Chief Executive Officer until his employment was terminated on August 8, 2025; he remains a director and is identified in SEC filings as a “Director, 10% Owner, Officer: ex CEO” with indirect holdings through EMC2 Capital LLC and Mammoth Crest Capital LLC . The filings do not disclose age or education. As of October 24, 2025, Evans beneficially owned PTIX securities, including common and preferred shares held indirectly via his investment entities, per his Form 3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protagenic Therapeutics (PTIX) | President & CEO; Director | 2025-05-15 to 2025-08-08 (CEO); Director from 2025-05-15 onward | CEO appointment coincided with board changes; employment terminated in an August 2025 restructuring, with continued board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APPlife Digital Solutions (ALDS) | Chief Financial Officer; Director; 10% Owner | CFO certification signed 2025-10-14; Form 3 event 2025-06-13 | SEC filings identify Evans as CFO and director; significant ownership via EMC2 Capital LLC and Mammoth Crest Capital LLC |
Board Governance
- Committee memberships: Not disclosed for Evans in PTIX filings post-appointment; PTIX maintains Audit, Compensation, Nominating & Corporate Governance, Science, and Clinical & Regulatory committees, but specific post-May 2025 composition is not provided .
- Independence: Not explicitly stated for Evans; he is a former CEO (terminated August 8, 2025) and a 10% owner per Form 3 .
- Attendance: Not disclosed in the referenced filings.
- Years of service on board: Director since May 15, 2025 .
- Lead Independent Director/executive sessions: Not disclosed in the referenced filings.
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Director equity retainer (policy) | Option to purchase 10,000 shares annually | Granted at fair market value; vests monthly over 3 years; acceleration on change of control |
| Committee chair options (policy) | Option to purchase 1,250 shares per chair role annually | No additional grants for non-chair service; same vesting/acceleration terms |
| Cash retainers/meeting fees | Not disclosed; directors reimbursed for reasonable expenses | No cash retainers disclosed in cited filings |
PTIX’s January 2025 proxy reaffirmed committee structures but did not attribute specific committee roles or grants to Evans; individual director grant details post-appointment are not disclosed .
Performance Compensation
| Plan Feature | Details |
|---|---|
| Option Repricing Authority | Board sought shareholder approval to reprice underwater options; repricing to the market close price on the effective date if approved; proposal advanced due to retention concerns with all outstanding options being underwater as of January 2, 2025 ($0.5195 stock price) |
| Performance Metrics available under 2016 Plan (Section 162(m)) | Metrics include pre/post-tax income, net income, operating profit, cash flow and FCF, EPS, ROE, ROS, ROIC, stock price/TSR, revenue growth, EBITDA/EBIT, operating margin, cost targets, and strategic objectives (e.g., R&D progress, partnerships) |
Individual performance targets and payouts for Evans are not disclosed. The plan-level metrics above define potential performance conditions in PTIX’s equity and incentive frameworks .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Indicator |
|---|---|---|
| APPlife Digital Solutions (ALDS) | CFO; Director | Cross-issuer executive/director role may create time and focus constraints; Form 3 indicates large holdings via Evans-affiliated entities |
Expertise & Qualifications
- Corporate finance and principal investing exposure inferred from investment-entity affiliations; SEC filings do not provide Evans’s formal education or detailed biography at PTIX .
- Operational role at ALDS as CFO suggests finance and reporting expertise .
Equity Ownership
| Security | Amount | Ownership Form | Nature of Indirect Ownership |
|---|---|---|---|
| Common Stock | 16,233 | Indirect (I) | Owned by EMC2 Capital LLC; Evans is a managing member |
| Preferred Stock Series C | 787 | Indirect (I) | Owned by EMC2 Capital LLC; Evans is a managing member |
| Preferred Stock Series C-1 | 131,034 | Indirect (I) | Owned by EMC2 Capital LLC; Evans is a managing member |
| Preferred Stock Series D | 1,000 | Direct (D) | Directly held by Evans |
| Preferred Stock Series D | 4,498 | Indirect (I) | Owned by EMC2 Capital LLC; Evans is a managing member |
| Preferred Stock Series D | 1,000 | Indirect (I) | Owned by Mammoth Crest Capital LLC; Evans is a managing member |
- Reporting status: “Director, 10% Owner, Officer (ex CEO)” at PTIX as of Form 3 filing on 2025-10-24 .
- Pledging/Hedging: No pledging or hedging disclosures identified in cited filings for Evans.
- Ownership guidelines/compliance: Not disclosed.
Governance Assessment
- Committee clarity: Post-transaction committee assignments for Evans not disclosed, limiting transparency on oversight roles (Audit/Compensation/Nominating) .
- Independence risk factors: Recently terminated CEO (Aug 8, 2025) and 10% owner status may challenge independence perceptions; independence status is not stated in filings .
- Compensation governance signal: Board pursued option repricing authority to address underwater options—can improve retention but is often viewed as shareholder-unfriendly if not tightly justified and performance-conditioned .
- Concentrated ownership: Significant preferred and common holdings via Evans-affiliated entities (EMC2, Mammoth Crest) align economic interests but may introduce potential conflicts in capital structure decisions; no related-party transactions disclosed for Evans at appointment .
- Transition governance: Sudden CEO termination with continued board service amid restructuring indicates potential governance stress; severance and compensatory agreements for former executives (including Evans) were “to be disclosed when determined,” reducing near-term transparency .
RED FLAGS
- Option repricing authority proposal (underwater grants repriced to market), a recurring governance concern if not tied to robust performance conditions .
- Recently former CEO serving as director; independence not disclosed; 10% owner designation per Form 3 .
- Undisclosed severance/compensatory agreements post-termination at time of filings .
- Limited disclosure of committee assignments and director-specific compensation grants post-May 2025, constraining assessment of oversight effectiveness .
Notes on Sources
- Appointment/Board changes: Item 5.02 filings and DEFA14A summarized Evans’s appointment (CEO and director) and subsequent board composition changes on May 15, 2025 .
- Termination and restructuring: Transition 10-QT and 8-K detail CEO termination and restructuring plan on August 8, 2025 .
- Director compensation policy (options): Annual 10,000-share option grants and 1,250 per chair role; vesting and acceleration terms .
- Plan-level performance metrics: 2016 Plan Section 162(m) metrics and incentive framework .
- Beneficial ownership: PTIX Form 3 filed October 24, 2025 capturing Evans’s positions and holdings .
- External role: ALDS CFO certification and Form 3 confirming CFO/director status and significant ownership .