Arnold C. Hanish
SLRXAbout Arnold C. Hanish
Independent director of Salarius Pharmaceuticals (SLRX) since July 2019; current Chair of the Audit Committee and designated “audit committee financial expert.” He previously served as Vice President and Chief Accounting Officer at Eli Lilly and Company and held roles at Arthur Young & Company; he is a licensed CPA in Indiana and Ohio with a B.B.A. in Accounting from the University of Cincinnati . He has been recognized for finance leadership (Financial Executives International Hall of Fame) and brings extensive public company financial oversight to SLRX’s board . The Board classifies him as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Vice President and Chief Accounting Officer | Not disclosed (prior to board service) | Senior financial leadership at large-cap pharma |
| Arthur Young & Company (now Ernst & Young) | Various roles; Director of Tax, Indianapolis office | 1970–1984; Director of Tax 1979–1984 | Public accounting and tax leadership |
| Deloitte & Touche LLP | Audit Quality Review Council Member | 2013–2023 | Audit quality oversight advisory role |
| Financial Executives International (FEI) | Chair, Committee on Corporate Reporting; SEC & PCAOB subcommittees member | Chair 2007–2010 | Corporate reporting thought leadership; policy engagement |
| PCAOB Standing Advisory Group | Member | 2004–2008; 2011–2012 | Advising on audit oversight standards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omeros Corporation (Nasdaq: OMER) | Director; Audit Committee Chair | Since Sept 2012 | Public company board; audit leadership |
| University of Cincinnati, College of Business | Business Advisory Council Member | Since 2010 | Received Distinguished Service Award; academic/industry linkage |
Board Governance
- Independence and structure: Board lists Hanish as an independent director; Board currently seven members with Dr. McVicar as Chair .
- Committee assignments and roles:
- Audit Committee: Members Burleson, Hanish, Lieber; Hanish serves as Chair; the Board determined he is an “audit committee financial expert” .
- Compensation Committee: Members Burleson, Hanish, Lammers; Lammers serves as Chair .
- Nominating & Corporate Governance Committee: Members Burleson (Chair), McCreedy, Lieber (Hanish not a member) .
- Attendance and engagement: In 2024, the Board held five meetings; each director attended at least 75% of Board and committee meetings during their service. Audit Committee held four meetings; Compensation Committee held two; Nominating & Corporate Governance Committee held zero. Non-management directors met in regular executive sessions .
- Risk oversight and controls: Board oversees strategic risk; Audit Committee oversees major financial risk exposures, legal/regulatory compliance, related person transactions, and code waiver reviews .
- Conduct and trading policies: Anti-hedging/short sale prohibitions apply to directors, officers, and employees under the insider trading policy (no derivatives, no short sales) .
- Clawback policy: Company adopted a compensation recoupment policy compliant with Nasdaq Rule 10D-1 for recovery of excess incentive-based compensation upon a required restatement (effective for compensation received on/after Oct 2, 2023) .
Committee Assignments (Hanish)
| Committee | Role | Independence / Designation |
|---|---|---|
| Audit Committee | Chair | Independent; “audit committee financial expert” |
| Compensation Committee | Member | Independent |
| Nominating & Corporate Governance | Not a member | Committee members are independent; Hanish not listed |
Fixed Compensation
2024 Director Compensation (Non-Employee)
| Name | Fees Earned or Paid in Cash (USD) | Stock Options (Grant-Date Fair Value, USD) | Total (USD) |
|---|---|---|---|
| Arnold C. Hanish | $52,500 | $9,944 | $62,444 |
Director Fee Schedule (effective April 1, 2024)
| Element | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer (non-employee directors) | $30,000 | Reduced from $40,000 on 2/20/24 |
| Chair of the Board additional retainer | $20,000 | Reduced from $40,000 |
| Audit Committee Chair additional retainer | $10,000 | Reduced from $20,000 |
| Audit Committee member retainer | $3,500 | Reduced from $7,500 |
| Compensation Committee Chair/member | $0 | No additional retainers |
| Nominating & Corporate Governance Chair/member | $0 | No additional retainers |
Note: The Board approved reductions on February 20, 2024, effective April 1, 2024, reflecting cash conservation and alignment with peers given company constraints .
Performance Compensation
- Equity framework: Non-employee director compensation includes equity; board emphasizes director-shareholder alignment. Stock options are granted with an exercise price equal to fair market value on the date of grant under the equity plan framework .
- 2024 Hanish equity: Reported grant-date fair value of $9,944 in stock options .
- Outstanding director equity (as of Dec 31, 2024):
- Hanish held 194 options and 12 restricted shares .
Director Equity Detail
| As of 12/31/2024 | Count | Notes |
|---|---|---|
| Options outstanding (Hanish) | 194 | Options generally granted at FMV on grant date |
| Restricted shares (Hanish) | 12 | Outstanding as of year-end |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Omeros Corporation | OMER | Director | Audit Committee Chair | No SLRX-related dealings disclosed |
Related-party note at SLRX: A transaction with DeuteRx involved another SLRX director (McVicar) as a consultant to DeuteRx; no related-party transactions disclosed for Hanish .
Expertise & Qualifications
- Designated audit committee financial expert; meets Nasdaq financial sophistication requirements .
- Deep public company finance expertise (former VP & CAO, Eli Lilly); public accounting background (Arthur Young) .
- CPA (Indiana and Ohio); B.B.A. in Accounting, University of Cincinnati .
- Leadership in financial reporting and audit oversight (FEI Hall of Fame; PCAOB Standing Advisory Group; Deloitte Audit Quality Review Council) .
Equity Ownership
As of October 24, 2025:
- Shares outstanding: 1,051,782 .
- Beneficial ownership (Hanish): 221 shares total; includes 27 common shares and 194 options exercisable within 60 days; <1% of outstanding .
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Arnold C. Hanish | 27 | 194 | 221 | <1% |
Policy note: Anti-hedging policy prohibits derivatives and short sales by directors; no explicit pledging policy disclosure identified in proxy .
Governance Assessment
-
Strengths
- Financial oversight: Audit Chair with “financial expert” designation enhances audit quality and risk oversight; Audit Committee oversees financial risk, compliance, related-person transactions, and code waivers .
- Independence: Board classifies Hanish as independent; all Audit and Compensation Committee members are independent .
- Shareholder alignment safeguards: Anti-hedging/short sale prohibitions and an SEC/Nasdaq-compliant clawback policy support investor-friendly practices .
- Cost discipline: 2024 fee reductions for directors and committee roles reflect cash conservation and peer alignment in a constrained environment .
-
Watch items
- Ownership alignment: Hanish’s beneficial ownership is de minimis (<1%), common in micro-cap biotech but offers limited direct “skin-in-the-game” signaling absent further accumulation .
- Committee activity cadence: Nominating & Corporate Governance Committee held zero meetings in 2024; while not inherently a breach, low cadence warrants monitoring for robust refresh, evaluation, and governance policy updates .
- Director compensation structure: Director equity primarily in options (not performance-conditioned RSUs/PSUs); while levered to share price, it lacks explicit multi-factor performance conditions often favored by some governance investors for directors .
Fixed Compensation (Detail For Reference)
| Component (2024) | Amount | Source |
|---|---|---|
| Cash fees (Hanish) | $52,500 | |
| Option awards (grant-date fair value) | $9,944 | |
| Total | $62,444 |
Performance Compensation (Metric Note)
- Director equity awards at SLRX are not tied to explicit annual performance metrics (e.g., revenue, EBITDA, TSR); options are granted at FMV and align value to stock price appreciation and service duration rather than pre-set KPIs .
Attendance Summary (2024)
| Body | Meetings Held | Attendance Notes |
|---|---|---|
| Board of Directors | 5 | Each director ≥75% of meetings; regular executive sessions of non-management directors |
| Audit Committee | 4 | Hanish chaired |
| Compensation Committee | 2 | Hanish member |
| Nominating & Corporate Governance | 0 | Hanish not a member |
Say-on-Pay and Shareholder Feedback
- 2025 Annual Meeting includes an advisory “say-on-pay” vote; Board recommends “FOR.” Approval requires a majority of voting power present; broker non-votes have no effect and abstentions count as “AGAINST” .
Notes on Protections and Policies
- Related-person transaction review falls under the Audit Committee’s remit; the proxy discloses a DeuteRx transaction involving another director, with standard indemnification agreements in place for directors and officers .
- Insider trading policy includes prohibitions on hedging and short sales; full policy is referenced in the 2024 Form 10-K exhibits .
- Clawback policy adopted to comply with Nasdaq Rule 10D-1 for restatement-related recoupment .