David J. Arthur
SLRXAbout David J. Arthur
David J. Arthur (age 63) has served on Salarius Pharmaceuticals’ Board since July 2019; he was President & Chief Executive Officer from July 2019 through August 2025, transitioning from full-time employment in February 2024 to serve as part-time CEO via a consulting agreement until his resignation in August 2025. He holds a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from Duke University’s Fuqua School of Business, and previously held senior roles at Eli Lilly and Boehringer Ingelheim . The Board has determined he is not independent under SEC and Nasdaq rules due to his former CEO status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salarius Pharmaceuticals (SLRX) | Director; President & CEO | Director: Jul 2019–present; CEO: Jul 2019–Aug 2025 | Former CEO experience viewed as qualifying; alliance committee chair/member experience cited |
| Salarius predecessor entity | Chief Executive Officer; Board manager | CEO: Nov 2015–Jul 2019; Board manager: Jan 2017–Jul 2019 | Oversaw predecessor operations |
| Dacon Pharma, LLC | Managing Director | Jan 2012–Oct 2015 | Strategy/planning in life sciences |
| Eli Lilly and Company | Multiple executive roles | 1990–2010 | Alliance executive committees (Eli Lilly/BioMS; Eli Lilly/Amylin) |
| Boehringer Ingelheim GmbH | Executive roles | 2010–2011 | Alliance experience (Boehringer Ingelheim/Eli Lilly) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NanOlogy, LLC | Chief Executive Officer | Jul 2025–present | Current external operating role |
Board Governance
- Classification: Class II director; term expires at the 2026 annual meeting .
- Independence: Not independent under SEC/Nasdaq rules given former CEO status .
- Committee assignments: Not disclosed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees; committee rosters do not list him .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and committee meetings during their service .
- Executive sessions: Non-management directors meet in regular executive sessions .
- Insider trading policy: Prohibits hedging and short sales by directors, officers, and employees; full policy referenced in the 2024 Form 10-K Exhibit 19.1 .
- Clawback: Nasdaq Rule 10D-1-compliant clawback policy for excess incentive-based compensation after restatements (effective Oct 2, 2023) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Base salary (employee period) | $68,750 | Earned before separation on Feb 20, 2024 |
| Consulting fees | $107,403 | $10,417/month post-separation; later amended to $500/hour from Feb 20, 2025 until resignation Aug 2025 |
| Director fees (post-employment) | $22,500 | Non-employee director fees earned after termination in 2024 |
| Severance payment | $500,000 | Lump-sum under Separation Agreement dated Feb 20, 2024 |
| COBRA premiums | $19,691 | Paid in 2024 under Separation Agreement |
| Unused PTO | $5,341 | Paid in 2024 under Separation Agreement |
Director cash retainer policy changes (for non-employee directors): Effective Apr 1, 2024, annual retainer reduced to $30,000 (from $40,000); Board Chair $20,000 (from $40,000); Audit Chair $10,000 (from $20,000); Audit members $3,500 (from $7,500); no cash retainer for Compensation or Nominating committee roles; Arthur eligible as non-employee director .
Performance Compensation
| Item | Terms | Vesting / Metrics | Fair Value / Strike | Dates |
|---|---|---|---|---|
| Target bonus % (CEO) | 50% of base salary | Corporate and individual objectives; no bonus paid for 2023 or 2024 | N/A | Targets set annually; 0 payout in 2023 & 2024 |
| Option award (4/11/2024) | 171 unexercisable | 100% vest on one-year anniversary | $61.20 strike | Expires 4/11/2034 |
| Option award (1/20/2022) | 121 exercisable; 45 unexercisable | 25% vest at 1-year; remaining 1/36 monthly | $1.440 strike | Expires 1/19/2032 |
| RSU grant (1/3/2023) | 87 unvested shares | 25% vested 1/2/2024; remainder 1/36 monthly | $2,401 market value at 12/31/2024 | As of 12/31/2024 |
| Option award modification | Post-termination exercise window extended from 90 days to 18 months | Applies to grants on 9/10/2019, 3/23/2020, 7/14/2020, 12/2/2020, 1/20/2022 | Terms amended by Board | Notice of Stock Option Amendment 2/20/2024 |
Pay versus performance summary (PEO = Arthur):
| Year | SCT Total (PEO) | Compensation Actually Paid (PEO) | TSR value of $100 | Net Loss (millions) |
|---|---|---|---|---|
| 2024 | $734,450 | $727,586 | $1.86 | $5.58 |
| 2023 | $544,600 | $516,927 | $5.25 | $12.54 |
| 2022 | $941,023 | $609,104 | $12.35 | $31.61 |
Other Directorships & Interlocks
| Company | Status | Role | Committee Roles |
|---|---|---|---|
| Public company boards | None disclosed | N/A | N/A |
| Private/other | NanOlogy, LLC | CEO | Not a disclosed board role |
No shared public-company directorships or interlocks with SLRX competitors/suppliers/customers are disclosed in the proxy .
Expertise & Qualifications
- Life sciences operating experience across big pharma and biotech; alliance committee leadership experience (Eli Lilly/BioMS, Eli Lilly/Amylin, Boehringer Ingelheim/Eli Lilly) .
- Education: B.S., Chemical Engineering (NC State); M.B.A., Duke Fuqua .
Equity Ownership
| Ownership Element | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 976 | Oct 24, 2025 | 409 shares + 567 options exercisable within 60 days; <1% ownership of 1,051,782 shares outstanding |
| Options exercisable | 356 | Dec 31, 2024 | Sum of 2019–2022 grants exercisable as shown |
| Options unexercisable | 216 | Dec 31, 2024 | 45 (2022 grant) + 171 (2024 grant) |
| Unvested RSUs | 87 | Dec 31, 2024 | Market value $2,401 at $27.5986 close |
| Shares pledged | Not disclosed | N/A | No pledging disclosure; hedging and short sales prohibited |
| Ownership guidelines | Not disclosed | N/A | No director/executive ownership guideline disclosure located |
Governance Assessment
- Independence and committee service: Arthur is not independent and is not listed on Audit, Compensation, or Nominating committees, limiting direct oversight roles typical for independent directors .
- Attendance: Meets minimum threshold (≥75%), but precise attendance rate not disclosed; Board met 5 times in 2024; committees met 4 (Audit), 2 (Compensation), 0 (Nominating) .
- Compensation alignment: No annual bonus paid for 2023/2024 despite 50% target, consistent with performance outcomes; Board reduced director cash retainers in 2024 due to cash constraints, a shareholder-friendly signal .
- Equity award modification: Extension of post-termination option exercise window from 90 days to 18 months for multiple grants is a governance sensitivity point; while not a repricing, it modifies award terms post-separation and may be viewed as generous to a departing CEO. RED FLAG: award term modification .
- Conflicts/related parties: Continued service as part-time CEO via consulting while serving as a director through Aug 2025 presents potential conflict-of-interest risks in oversight and independence. RED FLAG: overlapping executive-consultant and director roles . No specific related-party transactions (e.g., with NanOlogy) are disclosed .
- Alignment controls: Anti-hedging and short-sale prohibitions and an Exchange Act Rule 10D-1-compliant clawback policy support investor-alignment and accountability .
- Performance context: PEO compensation actually paid declined alongside a collapsing TSR ($100 → $1.86 by 2024), reinforcing the absence of bonus payouts; nevertheless, a $500,000 severance was paid per contract. Mixed signal: contractual severance amid poor TSR .
Overall, Arthur’s deep sector expertise is clear, but his non-independent status, award term modifications, and simultaneous consultant-CEO/board roles reduce board independence optics and raise conflict-of-interest concerns. Countervailing governance controls (anti-hedging, clawback) and reduced director cash fees are positives, while lack of committee membership limits direct governance contributions .