Mark J. Rosenblum
Acting Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer at 
SLRX
SLRXCEO
Executive
About Mark J. Rosenblum
Mark J. Rosenblum (age 72) is Acting Chief Executive Officer (since August 2025) and Executive Vice President of Finance & Chief Financial Officer (since September 2019) of Salarius Pharmaceuticals. He holds a Masters in Accountancy and a B.S. in Accounting from the University of South Carolina and was a CPA for over 30 years . Pay-versus-performance disclosures show the value of a $100 initial investment fell to $1.86 by 2024 with net loss improving to $5.58 million, reflecting cost curtailments and reliance on MD Anderson’s investigator-initiated trial data .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Salarius Pharmaceuticals | Acting CEO; EVP Finance & CFO | Aug 2025–present; Sep 2019–present | Stepped in as Acting CEO during merger process with Decoy; long-tenured CFO |
| ActiveCare, Inc. (Nasdaq: ACAR) | Chairman & CEO | Dec 2017–Mar 2019 | Led company through sale to BioTelemetry (now Philips) |
| Advaxis, Inc. (Nasdaq: ADXS) | Chief Financial Officer | Jan 2010–Apr 2014 | Public biotech CFO experience |
| Wellman, Inc. | Various roles incl. Chief Accounting Officer | 1985–2003 | Senior finance leadership at a global public manufacturer |
| Haskins & Sells (Deloitte) | Audit associate | Began 1977 | Foundational public accounting experience |
| Various companies | Financial consultant | 2014–2017 | Consulting across finance roles |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| American Institute of CPAs | Member | N/A | Professional credential and network |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | All Other Compensation (401k match etc.) ($) |
|---|---|---|---|---|
| 2024 | 330,000 | 35% | 0 | 9,050 (401k match) |
| 2023 | 330,000 | 35% | 0 | 13,200 (401k match) |
Performance Compensation
Annual Cash Incentive (Non-Equity)
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Corporate & individual objectives | Not disclosed | 35% of salary | Not achieved | 0 | N/A |
| 2023 | Corporate & individual objectives | Not disclosed | 35% of salary | Not achieved | 0 | N/A |
Equity Awards Granted
| Grant Date | Type | Shares/Units | Exercise Price ($/sh) | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 02/20/2024 | Stock Option | 188 | 68.53 | 11,372 | 25% on 02/20/2025; then 1/36 monthly for 36 mos | 02/20/2034 |
| 01/03/2023 | Restricted Stock | 35 | N/A | N/A | 25% vested 01/02/2024; then 1/36 monthly thereafter | N/A |
Award design favors long-term alignment: options granted at fair market value and vest over 4 years; 2024 grant’s exercise price ($68.53) exceeded the 12/31/2024 closing price ($27.5986), indicating underwater status at year-end .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable Options (sh) | Unexercisable Options (sh) | Exercise Price ($/sh) | Expiration | Unvested RS (sh) | Unvested RS Market Value ($) |
|---|---|---|---|---|---|---|
| 09/10/2019 | 6 | — | 24,000 | 09/10/2029 | — | — |
| 03/23/2020 | 10 | — | 1,830 | 03/22/2030 | — | — |
| 07/14/2020 | 17 | — | 3,960 | 07/13/2030 | — | — |
| 12/02/2020 | 27 | — | 2,220 | 12/01/2030 | — | — |
| 01/20/2022 | 49 | 18 | 1,440 | 01/19/2032 | — | — |
| 01/03/2023 | — | — | — | — | 35 | 966 |
| 02/20/2024 | — | 188 | 68.53 | 02/20/2034 | — | — |
Note: Market value of unvested RS based on 12/31/2024 closing price of $27.5986 .
Equity Ownership & Alignment
| Holder | Shares Owned (Common) | Options Exercisable within 60 days (sh) | Total Beneficial Ownership (sh) | Ownership % of 1,051,782 sh O/S |
|---|---|---|---|---|
| Mark J. Rosenblum | 182 | 208 | 390 | <1% (asterisk in filing) |
- Shares outstanding at record date (Oct 24, 2025): 1,051,782 .
- Insider trading policy prohibits hedging (puts, calls, derivatives) and short sales; no explicit pledging policy disclosed in the proxy .
- Stock ownership guidelines for executives are not disclosed; director equity and fee structures are disclosed separately .
Employment Terms
- Employment agreement date: April 24, 2020; base salary progression from $265,000 to $330,000 by 2023 .
- Severance: If terminated without cause (or Good Reason post-COC), cash severance equal to 9 months of base salary plus 9 months of COBRA or marketplace premiums; payable in installments or lump-sum at executive’s election (amended Feb 20, 2024) .
- Change-in-control: Benefits apply to qualifying terminations within 18 months post-COC; definitions of “Cause,” “Good Reason,” and “Change in Control” spelled out, including reductions in salary/bonus/equity, diminution of role, breach, or relocation >50 miles .
- Clawback: Nasdaq Rule 10D-1-compliant recoupment of excess incentive-based compensation for restatements on/after Oct 2, 2023 .
- Transaction bonus: $225,000 cash upon closing of Decoy merger, contingent on continued employment through closing; payable at/around next payroll post-close .
Performance & Track Record
| Year | Compensation Actually Paid (PEO, Arthur) ($) | Compensation Actually Paid (Other NEO, Rosenblum) ($) | TSR (Value of $100 Initial Investment) | Net Loss ($mm) |
|---|---|---|---|---|
| 2024 | 727,586 | 343,233 | 1.86 | 5.58 |
| 2023 | 516,927 | 345,284 | 5.25 | 12.54 |
| 2022 | 609,104 | 383,431 | 12.35 | 31.61 |
- Management indicates the net loss decreased primarily due to curtailing sponsored clinical trials and reliance on MD Anderson’s investigator-led study during strategic alternatives review .
Compensation Committee Analysis
- Compensation Committee: Tess Burleson, Arnold C. Hanish, Paul Lammers (Chair); independent under SEC/Nasdaq; responsibilities include executive pay, performance goals, equity plans, severance/COC protections, and annual evaluation .
- Pay philosophy references targeting around peer group median; specific peer group composition not disclosed .
- Say-on-pay advisory vote scheduled for December 19, 2025 .
Investment Implications
- Pay-for-performance alignment: No annual cash bonus in 2023/2024 despite target opportunities (35% of salary), reflecting discipline amid multi-year negative TSR and biotech funding constraints .
- Limited near-term insider selling pressure: Rosenblum’s options are largely underwater versus the 12/31/2024 price ($27.60), with strikes at $61.20, $68.53, and legacy strikes far higher post reverse splits, reducing incentive to exercise/sell near-term; unvested RS is small (35 sh, $966) .
- Retention and transaction risk: $225,000 merger-closing bonus is a strong incentive to remain through close; severance and COC terms provide downside protection if role changes post-merger, mitigating retention risk .
- Governance safeguards: Anti-hedging policy and Rule 10D-1 clawback reduce misalignment risk; no explicit pledging practices disclosed in proxy, which is a positive, though explicit anti-pledging language is not noted .
- Ownership alignment: Beneficial ownership is modest (<1%), typical for micro-cap biotech executives relying on option grants; alignment hinges on future equity grants becoming in-the-money as strategy progresses .
- Upcoming signal: 2025 say-on-pay vote outcome will inform investor sentiment on executive pay under prolonged TSR pressure .