Geoffrey Dow
About Geoffrey Dow
Geoffrey Dow, 52, is Chief Executive Officer, President, and a director of 60 Degrees Pharmaceuticals (SXTP). He co‑founded the company in 2010, bringing 20+ years in tropical disease product development, including 13 years in leadership/advisory roles within the U.S. Army’s antimalarial programs (WRAIR and USAMMDA). He holds a B.Sc. (Hons) and Ph.D. from Murdoch University (1994, 2000) and an MBA from the University of Maryland (2012). The proxy does not disclose TSR or revenue/EBITDA performance metrics for his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walter Reed Army Institute of Research; U.S. Army Medical Materiel Development Activity | Leadership/advisory roles in antimalarial drug development | 13 years (pre-60P) | Led/ advised antimalarial program; translational development experience |
| 60 Degrees Pharmaceuticals (60P) | Co‑founder; project leader; CEO/President | Co‑founded 2010; CEO/President currently | Led approval and post‑market work for Tafenoquine (Arakoda); IP, GMP, PV compliance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company directorships disclosed for Dr. Dow |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 125,555 | 228,000 |
| Cash Bonus ($) | — | 20,000 |
| Stock Bonus ($) | — | 24,175 |
| Option Award (Grant-Date FV, $) | — | 51,250 |
| Total ($) | 125,555 | 323,425 |
| Approved Base Salary for FY2025 ($) | — | 250,000 (Board-approved) |
Performance Compensation
Equity awards and vesting mechanics
| Grant/Amendment | Type | Quantity | Exercise Price | Term/Expiration | Vesting |
|---|---|---|---|---|---|
| Jul 12, 2023 (amended Nov 2023) | Stock options (aggregate over 5 years) | 5,000 | Reset to $60.00 | Exp. Jul 16, 2034 | Vest annually in 5 equal tranches; first vest Dec 31, 2024 |
| Dec 2024 approved; granted Jan 2, 2025 | Stock options (LTI) | 105,000 | $6.55 | 7 years | Vest in 5 equal tranches on last day of each fiscal year; first vest Dec 31, 2024 |
- Repricing/modification: In Nov 2023, the Board reset the exercise price of 2023 executive options to $60 and modified vesting from quarterly to annual, contingent on shareholder approval under Nasdaq Listing Rule 5635(c). Shareholders approved plan share increases July 16, 2024, making the amended grants effective. This is a governance flag (option modification) though rationalized for compliance and plan capacity.
Vesting schedule detail (annual tranches)
| Award | 2024 | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|---|
| 5,000 options @ $60 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 |
| 105,000 options @ $6.55 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 |
Performance metrics/weighting disclosure: The company’s plan allows performance awards and bonuses “to the extent certain events occur or if applicable performance goals are met,” but the proxy does not disclose specific performance metrics, weights, or payout curves for Dr. Dow’s 2024 bonus/equity.
Clawback: Awards subject to a clawback policy required by exchange rules/Dodd‑Frank.
Equity Ownership & Alignment
| Component (as of Aug 14, 2025 Record Date) | Shares |
|---|---|
| Direct common stock (Dow) | 4,471 |
| Geoffrey S. Dow Revocable Trust | 11,120 |
| Warrants held by the Trust | 175 |
| Vested options @ $60.00 | 1,000 |
| Vested options @ $6.55 | 21,000 |
| Total beneficial ownership | 37,766 |
| Ownership % of outstanding (4,104,469 shares outstanding) | <1% |
- Vested vs. unvested: As of the proxy record date, 22,000 options were reported vested/exercisable (1,000 @ $60; 21,000 @ $6.55). Remaining tranches from both option awards vest annually through 2028.
- Pledging/hedging: No pledging or hedging of company stock disclosed in the proxy.
- Ownership guidelines: No executive stock ownership guideline disclosure for Dr. Dow found.
- Shares outstanding: 4,104,469 as of Aug 26, 2025.
Insider selling pressure signals:
- Annual vesting cadence (1,000 + 21,000 option shares per year) creates predictable liquidity windows each year-end once trading windows permit.
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment Agreement dated Jan 12, 2023 (CEO and Chairman). Auto-renewing after initial two-year term unless 90 days’ prior notice. |
| Base salary | $228,000 under agreement; increased by Board to $250,000 for FY2025. |
| Bonus | Eligible for bonuses “to the extent certain events occur or if applicable performance goals are met.” |
| Equity | 5,000-share option program (annual vesting, $60 reset) plus Dec 2024 LTI options (105,000 @ $6.55, annual vesting) as described above. |
| Severance (non‑CIC) | If employment is terminated other than for Cause or for Good Reason, continuation of annual salary plus health insurance benefits for up to 18 months. |
| Change-in-Control (CIC) | If terminated without Cause or for Good Reason on or within 24 months post‑CIC, entitled to CIC severance (amount not quantified in proxy). |
| Restrictive covenants | Non‑compete and non‑solicit during employment and for 24 months post‑termination. |
Board Governance (Director Service; Dual-Role Implications)
| Attribute | Detail |
|---|---|
| Board seat | Director since June 1, 2022. |
| Committees | None (no committee assignments). |
| Independence | Not independent due to employment (same determination for Cheryl Xu). |
| Attendance | Board met 5 times in FY2024; all directors who served attended all Board meetings; committee attendance ≥67%. |
| Leadership | Employment agreement refers to Dr. Dow as CEO and Chairman; proxy signature pages list him as Director, CEO, President. Dual leadership can raise independence concerns, mitigated by three independent directors and regular executive sessions. |
Director compensation (context): Non‑employee directors receive cash retainers and small option awards; Dr. Dow, as an employee director, is compensated as an executive, not under the director fee schedule.
Related Party Transactions and Controls
- Policy: Audit Committee reviews and approves related person transactions >$120,000; no such transactions disclosed for insiders since Jan 1, 2023 other than ordinary compensation.
- Section 16 compliance: No delinquent filings disclosed for Dr. Dow; two other insiders noted for late Forms 4.
Compensation Structure Analysis (signals)
- Mix shift and LTI design: Significant 7‑year option grant (105,000) with time‑based annual vesting indicates retention emphasis; absence of disclosed PSU metrics reduces explicit pay‑for‑performance linkage.
- Option modification: 2023 option exercise price reset and vesting change (to annual) is a governance flag; however, changes were tied to plan share approvals and Nasdaq rules.
- Clawback adoption: Plan-level clawback alignment with Dodd‑Frank.
Performance & Track Record
- Achievements: Led project development securing FDA approval for Tafenoquine (Arakoda) malaria prophylaxis; managed post‑marketing commitments, IP, quality, and PV; published safety reviews and clinical work on 8‑aminoquinolines.
- Stock performance/TSR during tenure: Not disclosed in proxy.
Compensation Committee Analysis
| Committee | Members | Notes |
|---|---|---|
| Compensation Committee | Paul Field (Chair), Charles Allen, Stephen Toovey | Reviews/approves exec compensation; administers equity plans. |
Independent compensation consultant, peer group, target percentiles: Not disclosed.
Equity Plan and Overhang Context
- 2022 Equity Incentive Plan active; multiple share increases approved (July 16, 2024; Nov 6, 2024) and proposed 2025 increase of 250,000 shares. Clawback provisions included.
- Reverse stock split proposals (2024 and 2025) aimed at Nasdaq compliance; may impact optics but not directly executive compensation.
Investment Implications
- Alignment: Dow’s growing option portfolio (notably 105,000 @ $6.55 vesting through 2028) aligns upside with shareholders and creates recurring year‑end vesting supply; no pledging disclosed, but lack of explicit PSU metrics reduces pay‑for‑performance transparency.
- Retention/CIC: 18‑month salary+benefits severance and double‑trigger CIC severance provide retention but do not appear excessive; 24‑month non‑compete supports continuity.
- Governance: Dual CEO‑director role and 2023 option repricing/modification are governance watch items; counterbalances include three independent directors, established committee structure, and clawback policy.
- Trading/flow signals: Annual vesting tranches (1,000 @ $60 and 21,000 @ $6.55) create potential insider sale windows around fiscal year‑end, subject to 10b5‑1/blackout policies. Monitor Forms 4 after each December 31 vesting.