Alan Tuchman
About Alan Tuchman
Alan J. Tuchman, M.D., is Synaptogenix/TAO Synergies’ former Chief Executive Officer (Dec 2020–2024) and current Chief Medical Officer, serving concurrently on the Board of Directors; age 78 as of Nov 2024 . He holds an M.D. from the University of Cincinnati, completed neurology residency at Mount Sinai, and earned an MBA from Columbia; he is Clinical Professor of Neurology at New York Medical College and has consulted for biotechnology and investment firms . During his tenure, the company completed its spin-off, uplisted to Nasdaq, and executed financing transactions; the Board granted him RSUs in 2021 in recognition of contributions to the spin-off, uplisting, and financing . Specific TSR and revenue/EBITDA growth metrics tied to his performance are not disclosed in proxies.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oncolytics Biotech Inc. | Senior Vice President & Chief Medical Officer | 2012–2017 | Led clinical strategy and development . |
| Neurophysics, Inc. | CEO then Executive Chairman | 2002–2010 | Company leadership in neurology-focused ventures . |
| MedPro Investors LLC | Founder & Managing Director | 2011–2020 | Healthcare investing and advisory . |
| New York Medical College | Clinical Professor of Neurology | Ongoing | Academic leadership in neurology . |
| Epilepsy Society of Southern New York | President (prior role) | n/a | Professional society leadership . |
| New York Medical College | Vice Dean for Clinical Affairs (prior role) | n/a | Clinical administration leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Medical College | Clinical Professor of Neurology | Ongoing | Academic expertise in neurology supports translational strategy . |
| Various biotech/investment firms | Consultant | Ongoing | Advisory contributions to sector planning . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 222,000 | 50% | 75,000 (paid 2024) | 6,347 | 303,347 |
| 2022 | 222,000 | 50% | 150,000 (paid 2023) | 2,795 | 749,642 (incl. option awards) |
Notes:
- Bonus eligibility: discretionary up to 50% of base, set by Board .
- 2022 total includes option grant fair value (see Performance Compensation) .
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Strike/Terms | Vesting | Payout/Status |
|---|---|---|---|---|---|---|
| RSUs | 13-Jul-2021 | 60,000 | Not reported in 8-K (RSU grant disclosed) | N/A | 50% vests 6 months; 50% vests 12 months from grant | Fully vested by 13-Jul-2022 |
| Stock Options | 13-Jan-2021 | 12,575 | Included in 2022 options value | $9.84, expires 01/13/2031 | Vested schedule per plan; outstanding | Exercisable |
| Stock Options | 16-Feb-2022 | 6,150 (plus 1,537 tranche vest detail; see footnote) | Included in 2022 options value | $7.29, expires 02/16/2032 | Vested in full on 13-Jan-2023 | Exercisable |
| Stock Options | 15-Nov-2022 | 68,850 (two tranches 34,425 each) | Included in 2022 options value | $6.07, expires 11/15/2032 | Vested in full on 15-May-2023 | Exercisable |
Notes:
- 2022 Summary Compensation Table reflects aggregate grant-date fair value of options ($374,847) .
- Specific annual performance metrics/weightings for bonus determination are not disclosed .
Equity Ownership & Alignment
| As-of Date | Common Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % | |---|---|---:|---:|---:|---| | 21-Oct-2024 | 1,320 | 3,503 | 4,823 | <1% | | 20-Jun-2025 | 1,320 | 3,503 | 4,823 | <1% (group of 7 at 1.87%) |
Additional alignment/controls:
- Company prohibits hedging and short sales (put/call options, short against the box) for insiders; no disclosure of any pledging by Dr. Tuchman .
- Stock ownership guidelines for executives are not disclosed in proxies.
Employment Terms
| Term | Details |
|---|---|
| Role | CEO as of Dec 2020; current CMO by June 2025 . |
| Agreement | Offer letter (Dec 7, 2020, amended Aug 4, 2022; Jun 16, 2023; Jun 20, 2024) with automatic monthly renewals after Dec 7, 2024 . |
| Base Salary | $222,000 . |
| Target Bonus | Up to 50% of base (discretionary) . |
| Severance | If terminated without cause: six months of base salary . |
| Change-of-Control | Equity plan provides that upon a Corporate Transaction that is also a Change of Control, all options outstanding automatically become fully vested and exercisable . |
| Clawback | Not specifically disclosed in proxies. |
| Non-Compete / Non-Solicit | Not disclosed in proxies. |
Board Governance
| Attribute | Details |
|---|---|
| Board Service | Director since 2020 (Class II); nominated again Oct 2024 for term to 2027 . |
| Committee Roles | Audit: Bernstein (Chair), Singer, Schechter; Compensation: Silverman (Chair), Bernstein, Singer; Nominating & Governance: Singer (Chair), Bernstein, Silverman. Dr. Tuchman is not listed on standing committees . |
| Independence | Board determined independent directors: Silverman, Singer, Bernstein, Schechter; Dr. Tuchman is not independent as a management director . |
| Leadership Structure | Chair and CEO roles are separated . |
| Attendance | No director attended fewer than 75% of Board/committee meetings in FY2023 (5 Board meetings, 8 committee meetings) . |
| Hedging Policy | Executives/directors barred from hedging, short sales, and derivative transactions on company stock . |
Director Compensation (Policy)
| Component | Amount / Terms |
|---|---|
| Annual Retainers (2023 policy) | $120,000 Chair; $100,000 Vice Chair; $60,000 other non-employee directors . |
| Options (annual) | Non-employee directors: options to purchase up to 20,000 shares; 1-year vesting . |
| New Director Grant | Options up to 20,000 shares; vest 50% at grant, 25% at 1 year, 25% at 2 years . |
| Employee Directors | Compensation reported under executive tables; Dr. Tuchman’s compensation appears in executive section (not under director compensation) . |
Compensation Structure Analysis
- Mix shift toward equity in 2022 (options $374,847 grant-date value) and reduced cash bonus in 2023 ($75,000) despite constant base salary, lowering guaranteed-to-variable mix year-over-year .
- Performance metrics/weightings for bonus payouts are not disclosed; bonuses characterized as discretionary up to 50% of base .
- Equity plan explicitly prohibits option repricing without shareholder approval and sets minimum vesting standards—mitigating repricing/compensation risk .
Related-Party Transactions and Governance Red Flags
- No related-party transactions disclosed for Dr. Tuchman. The company discloses a consulting agreement with SM Capital Management, LLC (entity owned by Chairman Joshua Silverman) for $120,000 annually, subject to Board review; audit committee oversight policy requires approval of transactions ≥$120,000 .
- Company implemented reverse stock split (Apr 2024) to maintain Nasdaq listing and conducted financings in 2024–2025 with preferred/warrants containing anti-dilution features, which can be dilutive to common shareholders; these items are capital structure risks but not specific to Dr. Tuchman ; 2025 Issuance Proposal ].
- No legal proceedings reported against the company as of FY2024 10-K .
Multi‑Year Equity Awards Detail (Outstanding and Vesting)
| Award | Strike | Expiration | Vesting Milestones | Status |
|---|---|---|---|---|
| Options (12,575) | $9.84 | 01/13/2031 | Per plan; outstanding | Exercisable |
| Options (6,150 + 1,537) | $7.29 | 02/16/2032 | Vested in full on 13-Jan-2023 | Exercisable |
| Options (34,425 + 34,425) | $6.07 | 11/15/2032 | Vested in full on 15-May-2023 | Exercisable |
| RSUs (60,000) | N/A | N/A | 50% on 6-month anniv; 50% on 12-month anniv of 13-Jul-2021 | Fully vested by 13-Jul-2022 |
Investment Implications
- Alignment: Dr. Tuchman’s bonus structure is discretionary (up to 50% of base) with limited disclosed performance metrics—less transparency on pay-for-performance; however, equity grants (2022 options, 2021 RSUs) provide long-term alignment via multi-year vesting .
- Retention and change-of-control: Six months base severance provides basic retention protection; equity plan accelerates option vesting upon change-of-control—could incentivize continuity through strategic transactions .
- Governance: Dual role as CMO/director, but not on key committees; Board maintains separation of Chair and CEO and independent committee composition, reducing independence risks .
- Trading signals: Small beneficial ownership (<1%) and fully vested RSUs reduce near-term forced selling pressure; options now broadly vested and exercisable—monitor Form 4 filings for exercise/sales and any equity plan amendments .