William K. McVicar
SLRXAbout William K. McVicar
Independent Chair of the Board at Salarius Pharmaceuticals (SLRX). Age 67; director since July 2019 following the reverse acquisition; over 30 years of biologic and drug development leadership. Education: B.S. Chemistry (SUNY Oneonta) and Ph.D. Chemistry (University of Vermont). The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salarius Pharmaceuticals | Chair of the Board; Independent Director | 2019–present | Board leadership and governance oversight |
| Flex Pharma, Inc. | CEO; Director | 2017–2019 | Led R&D as President; senior executive oversight prior to merger; public-company director experience |
| Inotek Pharmaceuticals | EVP Pharm. Dev.; CSO; President | 2007–2017 | Senior R&D and development leadership |
| Sepracor, Novartis, RPR Gencell | Various roles | Prior years | Drug development roles across large-cap pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neuromity Therapeutics, LLC | President & CEO | Since Nov 2021 | Private company leadership |
| Satellos Biosciences, Inc. | Acting COO | Since Jul 2020 | Operational leadership in biotech |
| DeuteRx, LLC / Affiliate | Consultant; employed by affiliate | Ongoing as of DeuteRx transaction | Related-party exposure due to 2022 asset acquisition |
Board Governance
- Current role: Chair of the Board; class I nominee for election; identified as independent director .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance; those committees are chaired/manned by other independent directors .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times; Compensation Committee met 2 times; Nominating & Corporate Governance met 0 times. Non-management directors hold regular executive sessions .
- Insider trading and hedging policy: Directors, officers, employees prohibited from hedging, short sales, and derivative transactions in company securities .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Director Retainer and Chair role) | $65,000 | 2024 | Total cash fees paid to McVicar |
| Annual Board Retainer (policy) | $30,000 | Effective Apr 1, 2024 | Reduced from $40,000; applies to all non-employee directors |
| Additional Chair Retainer (policy) | $20,000 | Effective Apr 1, 2024 | Reduced from $40,000 |
| Committee Fees (policy) | Audit Chair $10,000; Audit Member $3,500; No fees for Comp or Nominating | Effective Apr 1, 2024 | Policy applied company-wide |
Performance Compensation
| Metric | Detail | Amount/Value | Date/Term |
|---|---|---|---|
| Director Stock Options (grant valuation) | 2024 annual director option grant fair value | $9,944 | 2024 (grant-year fair value) |
| Outstanding Stock Options | Options held | 194 shares | As of Dec 31, 2024 |
| Restricted Shares | Unvested/Outstanding restricted common shares | 12 shares | As of Dec 31, 2024 |
No director performance metrics (TSR/EBITDA/ESG) are disclosed for directors; equity is time-based with standard vesting and fair value per ASC 718 .
Other Directorships & Interlocks
- Prior public-company board: Flex Pharma, Inc. director (and CEO) 2017–2019 .
- Potential interlocks/conflicts: Consultant to DeuteRx; SLRX acquired assets from DeuteRx for $1,500,000 plus 333 shares, with milestone/royalty obligations; McVicar is employed by a DeuteRx affiliate. Approved under Related Person Transactions Policy and disclosed in “Certain Related-Person Transactions” .
Expertise & Qualifications
- Deep biologic/drug development expertise (30+ years), senior executive experience (CEO, CSO, EVP), operational leadership across biotech and pharma. Chemistry Ph.D. with broad R&D leadership credentials underpinning board effectiveness for a clinical-stage oncology company .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| William K. McVicar | 24 | 194 | 218 | <1% (Company disclosure) |
Anti-hedging policy in place; no disclosure of pledging by directors; no director ownership guidelines disclosed in proxy .
Governance Assessment
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Positives
- Independent Chair with significant drug development expertise; Board determined independence and maintains robust committee independence across Audit, Compensation, and Nominating .
- Transparent director compensation reductions in 2024 signal cash discipline in a constrained environment; alignment through annual option grants, albeit modest given company size .
- Regular executive sessions of non-management directors; clear insider trading/anti-hedging policy; clawback policy compliant with Nasdaq Rule 10D-1 (applies to executives) .
-
RED FLAGS
- Related-party exposure: DeuteRx transaction while McVicar is a DeuteRx consultant and employed by an affiliate; $1.5M cash plus shares and contingent payments. Although reviewed under related-person policy, this creates perceived conflict risk and warrants ongoing monitoring of recusal and oversight practices .
- Ownership alignment appears limited in absolute terms (218 shares beneficially owned), consistent with micro-cap and option-heavy director pay but offering modest direct “skin in the game” vs. peers; company discloses <1% ownership for individual directors .
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Engagement/Attendance
- Board met 5 times in 2024 with ≥75% attendance for all directors; McVicar’s leadership and independence status support investor confidence; committee meeting cadence appropriate for a small-cap biotech .
Overall, governance quality is supported by independent leadership and policies; the DeuteRx-related transaction is the primary conflict to monitor, alongside ensuring continued cash/equity balance in director compensation and transparency in recusal processes .