Timothy Wright
Protagenic Therapeutics, Inc.\newAbout Timothy R. Wright
Independent director at Protagenic Therapeutics (PTIX); serves as Chair of the Nominating & Corporate Governance Committee, and member of the Audit and Compensation Committees. Previously listed as a Class I director with term expiring at the 2025 annual meeting; on July 18, 2025 he was appointed to a Class II seat (term to 2026) and the Board reaffirmed his independence under Nasdaq rules. Biography highlights include prior CEO of MiMedX, long-standing board service at Agenus Inc., and senior operating roles at Covidien/Medtronic and Teva. As PTIX’s Lead Director, he is positioned for governance leadership and board process oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiMedX Group, Inc. | Chief Executive Officer | Held since May 2019 (prior role by July 2025) | Led regenerative medicine operator; CEO experience informs PTIX oversight |
| Covidien (now Medtronic) | Executive roles | Not disclosed | Large-cap medtech operating experience |
| Teva Pharmaceutical Industries Ltd. | Executive roles | Not disclosed | Global pharma operating experience |
| DuPont Merck; Elan Bio-Pharmaceuticals; M2Gen; Curaxis | Executive roles | Not disclosed | Drug development and commercialization experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Agenus Inc. | Director (since 2006) | Public | Long-standing public board service; multiple PTIX directors/executives have roles at Agenus (interlock) |
| Isosceles | Executive Chairman | Private | Since April 2019 |
| BIORG, INC | President & CEO | Private | Since Nov 2023 |
| Ohio State Univ. Comprehensive Cancer Center – Drug Development Institute | Founder/Chair (prior) | Academic | Drug development governance |
| OSU Innovation Foundation; Advisory Boards (WashU Med, NC Vet School) | Director/Advisor | Academic/Advisory | External innovation and clinical advisory exposure |
Board Governance
- Independence: Board has determined Mr. Wright is independent under Nasdaq rules; Board again confirmed independence upon his July 2025 appointment .
- Roles: Chair, Nominating & Corporate Governance Committee; member, Audit Committee; member, Compensation Committee .
- Audit expertise: Board-designated “audit committee financial expert” is Brian Corvese (not Wright) .
- Lead Director: PTIX identifies Wright as its Lead Director, signaling board process leadership .
- Board composition context: As of Feb 21, 2025, Wright was Class I (term expiring 2025). On July 18, 2025, he was appointed to Class II (term expiring 2026); with his addition the Board had three independent directors .
- Attendance: Not disclosed in the 2025 proxy – .
Fixed Compensation
| Element | FY2024 Policy/Disclosure | Notes |
|---|---|---|
| Annual retainer (cash) | Not disclosed | Director remuneration section describes equity grants and expense reimbursement; no cash retainer disclosed . |
| Committee chair fees | 1,250 options per chaired committee | Granted around April 15 each year . |
| Committee membership fees | Not disclosed | No additional options for membership without chairing; no cash disclosed . |
| Meeting fees | Not disclosed | — . |
| Expense reimbursement | Reasonable travel expenses reimbursed | For in-person meetings (rare) . |
Performance Compensation
| Equity Component | Quantum/Terms | Vesting/Performance | Other Terms |
|---|---|---|---|
| Annual director option grant | 10,000 options to each non-employee director | Vests over 3 years in equal monthly installments; service-based (no performance metrics disclosed) . | FMV strike at grant per plan; change-in-control vesting acceleration in certain circumstances . |
| Chair premium | +1,250 options per committee chaired | Same vesting as above . | — |
| 2025 option repricing (shareholder-approved) | All eligible options repriced to $0.2655 (close on Feb 21, 2025) | Applied to outstanding underwater options across participants –. | Post-Annual Meeting, Board repriced options; shareholders also approved amending the 2016 Plan to allow repricing without future shareholder approval . |
RED FLAG: The company repriced underwater options on Feb 21, 2025 and amended its plan to allow future repricing without shareholder approval—governance practitioners often view repeated or unilateral repricing authority as shareholder-unfriendly .
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict Note |
|---|---|---|
| Agenus Inc. interlocks | Wright is a director of Agenus; PTIX Executive Chairman Garo Armen is Chairman/CEO of Agenus; PTIX director Jennifer Buell is President/COO of Agenus; PTIX director Brian Corvese also serves on Agenus board –. | Multiple overlaps increase related-party/insider network risk; oversight mitigated via Audit Committee review of related-party transactions policy . |
| Shared office facility | PTIX uses Agenus conference room for meetings at no cost . | While low-dollar, it formalizes a related-party touchpoint requiring ongoing audit oversight . |
Expertise & Qualifications
- Governance: Lead Director; chairs Nominating & Corporate Governance; broad public board experience (Agenus) .
- Operating: Former CEO (MiMedX); senior roles at Covidien/Medtronic and Teva—deep healthcare operations and commercialization expertise .
- Capital markets/biotech networks: Cross-appointments (Agenus) and advisory posts (OSU) provide sector connectivity .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Options subject to 2025 repricing (Wright) | 21,250 options (100% eligible) | Weighted avg exercise $1.74 pre-repricing; repriced to $0.2655 on Feb 21, 2025 . |
| Common shares beneficially owned | Not disclosed for Wright in the FY2024 beneficial ownership table | Wright not individually listed; other directors’ holdings disclosed . |
| Pledging/Hedging | Not disclosed | No specific policy disclosure for directors in proxy excerpt . |
Governance Assessment
-
Positives
- Independent director with designated leadership (Lead Director) and chair of Nominating & Governance; active on Audit and Compensation—strong governance committee coverage .
- Independence affirmed under Nasdaq rules; his July 2025 appointment increased independent representation (Board had three independent directors) .
- Clawback/recoupment coverage applies under the 2016 Plan and Dodd-Frank rules, a shareholder-aligned safeguard .
-
Concerns / RED FLAGS
- Option Repricing: Board repriced underwater options to $0.2655 immediately after shareholder approval; shareholders also approved a plan amendment to allow future repricing without shareholder votes—this may weaken pay-for-performance rigor for directors and executives .
- Interlocks with Agenus: Multiple PTIX directors/executives (Armen, Buell, Corvese, Wright) hold roles with Agenus; while disclosed and subject to audit committee oversight, the density of ties can pose perceived conflicts or influence channels that warrant monitoring – –.
- Listing/Corporate actions context: 2025 special meeting focused on a reverse stock split authorization (1-for-10 to 1-for-20) to regain Nasdaq compliance—a backdrop of capital structure stress that can heighten investor sensitivity to governance decisions (e.g., repricing) –.
Fixed Compensation (Director) – Detail Table
| Metric | FY2024/FY2025 Disclosure |
|---|---|
| Annual cash retainer | Not disclosed; director remuneration section highlights equity-only standard grants and expense reimbursement . |
| Committee chair premium | 1,250 options per chaired committee, granted around April 15 . |
| Meeting fees | Not disclosed . |
| Expense reimbursement | Reasonable travel expenses for rare in-person meetings . |
Performance Compensation (Director) – Metric Table
| Metric | Policy/Outcome |
|---|---|
| Annual equity | 10,000 stock options per non-employee director; +1,250 per committee chaired; FMV strike at grant . |
| Vesting | 3 years, equal monthly installments; certain change-of-control acceleration . |
| 2025 Repricing | All eligible options (including Wright’s 21,250) repriced to $0.2655 on Feb 21, 2025 after shareholder approval . |
Other Signals & Shareholder Votes (context)
- Annual Meeting (Feb 21, 2025): Shareholders approved (i) option repricing, (ii) warrant share issuance, and (iii) plan amendment enabling option repricing without future shareholder approval; also ratified MaloneBailey as auditor .
- Special Meeting (Apr 18, 2025): Board sought authority for a reverse stock split (1-for-10 to 1-for-20) to regain Nasdaq compliance; rationale and risks disclosed –.
Overall implication: Wright’s governance footprint is strong (leadership on key committees, independence), but investor confidence considerations include the breadth of Agenus interlocks and 2025 equity repricing actions. Continued transparency and robust Audit/Nominating oversight will be key to mitigating perceived conflicts and aligning director incentives with long-term shareholder value – – .