Tess Burleson
SLRXAbout Tess Burleson
Independent director of Salarius Pharmaceuticals (SLRX); age 58; director since July 2019 (Class III, term expiring at the 2027 annual meeting). Current roles include Chief Operating Officer of TGen (since 2007) and President of TGen Health Ventures, LLC (since 2009); prior roles include CFO at Lovelace Health System (1997–2007), President at Lovelace Scientific Resources (1993–1997), and Senior Associate at KPMG (1990–1993). She holds a B.B.A. and an M.B.A. from the University of New Mexico .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Senior Associate | 1990–1993 | Financial/accounting experience |
| Lovelace Scientific Resources | President | 1993–1997 | Leadership in clinical research ops |
| Lovelace Health System | Chief Financial Officer | 1997–2007 | Finance oversight, healthcare systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TGen (Medical R&D organization) | Chief Operating Officer | 2007–present | Operational leadership in biotech |
| TGen Health Ventures, LLC | President | 2009–present | Venture investing; advisor to life sciences bankers/investors |
Board Governance
- Independence: Board determined Burleson is “independent” under SEC and Nasdaq rules; Arthur (former CEO) is not independent .
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Board and committee activity: In 2024, Board held 5 meetings; all directors attended at least 75%; Audit Committee held 4 meetings, Compensation Committee held 2 meetings, Nominating & Corporate Governance Committee held 0 meetings (Burleson chairs) .
- Staggered board: Seven directors across three classes; Burleson is Class III with term through 2027 .
- Insider trading policy: Prohibits hedging, short sales; designed to maintain alignment and avoid misaligned incentives .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | $62,500 | Board + committee retainers under 2023 policy |
| 2024 | $48,000 | Reflects 2024 reductions in cash retainers |
Director cash compensation policy updates effective April 1, 2024:
| Component | Amount ($) | Effective Date |
|---|---|---|
| Annual cash retainer (non-employee director) | $30,000 | Apr 1, 2024 |
| Chair of the Board | $20,000 | Apr 1, 2024 |
| Audit Committee – Chair | $10,000 | Apr 1, 2024 |
| Audit Committee – Member | $3,500 | Apr 1, 2024 |
| Compensation Committee – Chair/Member | $0 | Apr 1, 2024 (no additional retainers) |
| Nominating & Corporate Governance – Chair/Member | $0 | Apr 1, 2024 (no additional retainers) |
2023 committee fee schedule (pre-reduction):
| Committee | Chair ($) | Member ($) |
|---|---|---|
| Compensation Committee | $13,500 | $5,000 |
| Nominating & Corporate Governance | $10,000 | $4,000 |
| Audit Committee | $20,000 | $7,500 |
Performance Compensation
| Year | Equity Type | Grant-Date Fair Value ($) |
|---|---|---|
| 2023 | Restricted Stock | $2,261 |
| 2024 | Stock Options | $9,944 |
Outstanding director equity as of December 31, 2024:
| Award Type | Quantity |
|---|---|
| Stock Options (outstanding) | 194 |
| Restricted Shares of Common Stock | 12 |
Notes:
- Director equity grants are designed to align interests; option exercise price set at fair market value on grant date per plan practices; no director-specific performance metrics disclosed for equity vesting .
Other Directorships & Interlocks
- No other public company board memberships are disclosed for Burleson in SLRX’s proxy biographies; external roles are TGen/TGen Health Ventures (private organizations) .
- No disclosed interlocks with SLRX competitors/suppliers/customers beyond standard industry advisory roles .
Expertise & Qualifications
- Operational leadership in biotech and healthcare systems; finance and accounting experience cited by the Board as qualifications for service .
- Committee leadership experience (chair, Nominating & Corporate Governance) and service on Audit and Compensation committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | Percent of Outstanding |
|---|---|---|---|
| Tess Burleson | 217 | 194 | <1% |
Breakdown detail:
- Includes 23 common shares and 194 option shares exercisable within 60 days (numbers reflect 1-for-15 reverse split on Aug 15, 2025) .
- No pledging or hedging of company stock permitted by policy; hedging/short sales prohibited; no pledging disclosed for Burleson .
Governance Assessment
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Positive signals:
- Independence affirmed; multi-committee service and chair role indicate board confidence and governance engagement .
- Cash retainer reductions in 2024 reflect cost discipline; equity grants maintain alignment despite cash constraints .
- Audit Committee oversight of related-party transactions; no related-party transactions disclosed involving Burleson .
-
Watch items / potential red flags:
- Nominating & Corporate Governance Committee held zero meetings in 2024 while Burleson served as chair—may warrant monitoring for board refreshment and self-evaluation cadence, though overall director attendance met ≥75% threshold .
- Low direct share ownership (<1% beneficial) is typical for micro-cap boards post-reverse split but limits “skin-in-the-game” optics; option holdings provide some alignment .
-
Related-party exposure:
- A disclosed related-party transaction involves DeuteRx and director McVicar; none reported for Burleson; policy requires Audit Committee review and approval of such transactions >$120,000 .
-
Compensation structure takeaways:
- Shift from restricted stock (2023) to options (2024) and lower cash retainers suggests increased at-risk pay and alignment, balanced against liquidity constraints .
-
Risk controls:
- Anti-hedging and short-sale prohibitions; Audit Committee risk oversight; E&Y appointed as independent auditor for FY2025 by Audit Committee (Burleson member) .