Arlene Morris
About Arlene M. Morris
Independent director at Palatin Technologies since June 2015; age 73. Former biotech CEO with >20 years of executive and board experience across commercialization, business development, and late-stage clinical execution. Currently CEO of Willow Advisors (since May 2015). Education: B.A. in Biology and Chemistry, Carlow College. Core credentials: prior CEO roles at Syndax Pharmaceuticals (2012–2015) and Affymax (2003–2011); extensive public company board experience in biotech.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Advisors, LLC | Chief Executive Officer | May 2015–present | Biotech BD, commercial development, corporate strategy consulting |
| Syndax Pharmaceuticals (private at time) | President & CEO; Director | 2012–2015 (Director 2011–2015) | Led epigenetic therapy program in oncology |
| Affymax, Inc. (public) | President & CEO; Director | 2003–Jan 2011 | Public biotech leadership through late-stage development |
| Clearview Projects; Coulter Pharmaceutical; Scios; Johnson & Johnson | Various management/executive roles | N/A | Broad operating and large-cap healthcare experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Viridian Therapeutics (Nasdaq: VRDN) | Director | Current | Not disclosed |
| Cogent Biosciences (Nasdaq: COGT) | Director | Current | Not disclosed |
| Edgewise Therapeutics (Nasdaq: EWTX) | Director | Current | Not disclosed |
| TC Biopharm (Holdings) PLC (Nasdaq: TCBP) | Chair | Since Feb 2022 | UK biotech; Board chair |
| Prior: Viveve Medical; Neovacs SA; Biodel (to 2016 merger); Dimension Therapeutics (to 2017 acquisition) | Director | Historical | Prior public governance experience |
Board Governance
- Independence: The Board determined Ms. Morris is independent under NYSE American and Exchange Act Rule 10A-3; only the CEO is non-independent.
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member. Not a committee chair.
- Meeting attendance: In fiscal 2024 the Board met 4 times; audit (2), compensation (1), nom/gov (1). Each director attended at least 75% of the Board and committee meetings on which they served.
- Stockholder meeting presence: Directors (other than the CEO) did not attend the June 27, 2024 virtual annual meeting; no attendance policy exists.
- Leadership structure: Independent, non-employee Chair (Dr. John K.A. Prendergast); CEO and Chair roles separated. Executive sessions of independent directors at least annually.
Fixed Compensation
| Fiscal Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $55,000 | Includes base retainer and committee retainers per program; base retainer for non-employee directors is $40,000; committee chair premiums: Audit $20k, Comp $20k, Nominating $10k; members receive half of chair retainer; paid quarterly. |
Performance Compensation
| Award Type | Grant Authority/Date | Quantity | Grant-Date FMV (USD) | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| RSUs (FY25 grant) | Granted Jun 4, 2024; certified Jul 15, 2024 | 12,000 | $21,900 (FY24 reported stock awards) | N/A | Vest June 4, 2025; prorated if departure before fiscal year-end | N/A | Annual director grant cycle |
| Options (FY25 grant) | Granted Jun 4, 2024; certified Jul 15, 2024 | 17,000 | $20,972 (FY24 reported option awards) | $1.83 | Vest June 4, 2025; prorated monthly if early departure | Jun 4, 2034 | Accelerated vesting if involuntary termination after change in control; post-termination exercise up to earlier of 1 year or expiry |
| RSUs (FY24 grant) | Jun 20, 2023 | 10,000 (for non-Chair) | Included in FY23 totals | N/A | 25% per year over 4 years | N/A | Standard time-based RSUs |
| Options (FY24 grant) | Jun 20, 2023 | 16,000 (for non-Chair) | Included in FY23 totals | $2.19 | 12 monthly installments beginning Jul 31, 2023 | Jun 20, 2033 | Standard time- and performance-based mix program-wide |
No performance metrics apply to director equity awards; all director equity is time-based with change-in-control acceleration mechanics. Clawback/detrimental activity provisions and anti-repricing protections apply under the equity plan.
Other Directorships & Interlocks
- Current public boards: VRDN, COGT, EWTX, TCBP (chair). This multi-board profile can increase network reach but may raise investor “overboarding” scrutiny depending on institutional voting policies.
- Interlocks/related party: Company discloses no related party transactions since July 1, 2021. No PTNT financing participation by Ms. Morris in the June 2025 insider preferred/warrant purchase (participants were Spana, Wills, Prendergast, Dunton).
Expertise & Qualifications
- Biotech leadership (CEO roles at Affymax, Syndax), late-stage development experience (Phase 3), commercial and BD expertise; prior roles at J&J/Scios/Coulter broaden operating perspective.
- Education: B.A. Biology & Chemistry (Carlow College).
- Board qualifications align with Palatin needs (clinical development, partnering, commercialization).
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common) | 97,960 shares; <1% of outstanding | Beneficial ownership as of record date; percent of class less than 1% |
| Options (exercisable/unexercisable within 60 days) | 56,380 shares underlying options | Included in beneficial ownership calculation |
| RSUs (vested/undelivered + unvested) | 14,000 RSUs (2,000 vested but undelivered under deferred delivery) | Included in beneficial ownership calculation |
| Shares pledged | 0 | Pledging prohibited by policy; none pledged by management/directors |
| Ownership guideline | ≥2x annual retainer for directors | All Board members met target ownership level as of June 30, 2024 |
Governance Assessment
-
Strengths
- Independent director with deep biotech CEO and public board experience; sits on Audit, Compensation, and Nominating committees, supporting board oversight breadth.
- Compensation Committee independence and use of an independent consultant (Aon Rewards); equity plan includes no-repricing and minimum vesting safeguards and clawback/detrimental activity provisions.
- Stock ownership policy in force; Board members, including Ms. Morris, compliant as of last determination date, aligning interests with shareholders.
- No related-party transactions disclosed; no share pledging.
-
Watch items / potential red flags
- Multi-board load (four current public company boards, chairing one) may attract “overboarding” scrutiny at some institutions; monitor time commitment and committee workload.
- Directors (other than CEO) did not attend the June 27, 2024 annual meeting (company has no attendance policy); while permitted, some investors prefer visible director-stockholder engagement.
- Say‑on‑pay support in 2024 was ~58% (borderline), increasing scrutiny on the Compensation Committee (of which Ms. Morris is a member) to demonstrate responsiveness (greater performance linkage, transparency).
-
Implications for investor confidence
- Governance design (separate Chair/CEO, independent committees, clawback, stock ownership) is broadly shareholder‑friendly, and Ms. Morris’ background supports board effectiveness.
- Engagement on compensation and oversight of performance alignment should remain a focus given prior SoP outcome; track committee disclosures and program refinements.
Appendix: Director Compensation Detail (FY2024)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $55,000 |
| Stock awards (grant-date fair value) | $21,900 |
| Option awards (grant-date fair value) | $20,972 |
| Total | $97,872 |
Appendix: Director Equity Grant Mechanics
- FY25 Director Grant (approved Jun 4, 2024; certified Jul 15, 2024): Non‑Chair directors received 12,000 RSUs (vest on Jun 4, 2025) and 17,000 options at $1.83 (vest on Jun 4, 2025; prorated monthly if early departure; 10‑year term; accelerated vesting upon involuntary termination following change in control; post‑termination exercise up to earlier of one year or option expiry).
- FY24 Director Grant (Jun 20, 2023): 10,000 RSUs (25% per year over 4 years) and 16,000 options at $2.19 (monthly vest over 12 months; 10‑year term).
Appendix: Committee Meeting Cadence and Attendance (FY2024)
| Body | Meetings | Notes |
|---|---|---|
| Board | 4 | Each director ≥75% attendance |
| Audit Committee | 2 | Financial reporting/internal controls oversight |
| Compensation Committee | 1 | Oversees executive/director pay; independent consultant engaged |
| Nominating & Corporate Governance Committee | 1 | Director nominations; governance policies |
Appendix: Policies Relevant to Alignment and Risk
- Stock ownership policy: Directors ≥2x annual retainer; all directors compliant as of Jun 30, 2024.
- Clawback and detrimental activity: Awards subject to recovery/forfeiture; anti‑hedging/pledging in insider trading policy.
- Equity plan guardrails: No option/SAR repricing without stockholder approval; minimum one‑year vesting (with limited exceptions).