Stephen Toovey
About Stephen Toovey
Dr. Stephen Toovey (age 71) is an independent director of 60 Degrees Pharmaceuticals (SXTP) since July 12, 2023. He is an infectious and tropical disease physician with a PhD from the University of Ghent, CEO of Pegasus (medical/scientific services) since 2008, former Chief Medical Officer at Ark Biosciences (2014–2020), and long-time editor of the journal Travel Medicine and Infectious Disease; his expertise spans influenza/respiratory viruses, malaria, rabies, and neuro-infectious disease, with 100+ publications and extensive advisory work for pharma and biotech from translational stages through Phase IV .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ark Biosciences | Chief Medical Officer | 2014–2020 | Co-founded Ark; led infection/immunology drug development; translational to late-stage clinical |
| Royal Free and UCL Medical School (WHO Collaborating Center) | Teaching and clinical post | Appointed 2008 | Travel medicine/vaccines; academic and clinical leadership |
| Travel Medicine and Infectious Disease (journal) | Editor | Since 2003 | Founding editor; 100+ publications and 50+ conference presentations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Pegasus (medical/scientific services) | Chief Executive Officer | 2008 | Advises multiple pharma/biotech on infection/immunology from translational through Phase IV |
| Various pharma/biotech | Advisor | Ongoing | Infection/immunology advisory mandates (companies not specified) |
Board Governance
- Independence: The Board determined Dr. Toovey is independent under Nasdaq rules (one of three independent directors) .
- Committees and chair roles: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Attendance and engagement: In FY 2024 the Board met 5 times; all directors attended all Board meetings; committee meeting attendance was at least 67% overall. Independent directors held executive sessions at least annually and met once in 2024 .
- Audit Committee structure: All Audit Committee members (including Toovey) are independent; Charles Allen is Chair and the audit committee financial expert; the committee met four times in 2024 .
Committee Assignments
| Committee | Role | Key Responsibilities (selected) |
|---|---|---|
| Nominating & Corporate Governance | Chair | Board composition, director evaluations, stockholder nominations, governance matters |
| Audit | Member | Financial statements/internal controls oversight, risk management, related-party review, auditor oversight |
| Compensation | Member | Executive compensation, equity plan administration, incentive plan oversight |
Fixed Compensation
| Period | Fees Earned (Cash, $) | Stock Awards ($) | Option Awards ($) | Non-Equity Plan Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY 2024 | 70,000 | – | 912 | – | – | 70,912 |
Observation: Director pay is predominantly cash retainers with a small option award component; the proxy does not disclose separate meeting or chair fees by line item for directors .
Performance Compensation
| Component | Structure | Performance Metrics Disclosed |
|---|---|---|
| Director equity (options) | Annual option award; aggregate grant date fair value shown | No performance metrics disclosed for director compensation; awards appear service-based |
- Clawback: Equity awards are subject to the Company’s clawback policy as required by exchange listing standards and applicable law (Dodd-Frank) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Toovey |
| Prior public company boards | None disclosed |
| Private/non-profit/academic boards | Not specified; external roles include Pegasus CEO and journal editor |
| Interlocks/related-party ties with SXTP customers/suppliers | None disclosed |
Expertise & Qualifications
- Infectious/tropical disease physician; research focus on influenza/respiratory viruses, malaria, rabies, neuro-infectious disease .
- Operator/advisor: CEO of Pegasus (since 2008); advisor to multiple pharma/biotech from translational stages to Phase IV .
- Academic/editorial: Editor, Travel Medicine and Infectious Disease (since 2003); >100 peer-reviewed publications; multiple textbook contributions and >50 scientific presentations .
- Education: PhD, University of Ghent .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable | Option Exercise Price | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Stephen Toovey | 234 | 284 | $318.00 | 518 | <1% |
- The ownership table is presented after a 1-for-5 reverse stock split (effective Feb 24, 2025); counts reflect post-split shares .
- The proxy does not disclose any pledged shares for Dr. Toovey; no Section 16(a) delinquency noted for him (delinquencies were reported for other individuals) .
Governance Assessment
- Independence and oversight: Toovey’s independence and role as Nominating & Governance Chair, plus Audit and Compensation Committee memberships, position him centrally in board oversight and succession/governance processes—positive for checks-and-balances at a five-member board with three independents .
- Engagement: Full board attendance in 2024 and active committee structure (Audit met 4 times), alongside annual independent director executive session, indicate baseline engagement; committee attendance aggregated at ≥67% suggests room for tighter committee-level engagement tracking, though per-director committee attendance isn’t provided .
- Alignment: Director pay is primarily cash with a small equity option component; Dr. Toovey’s direct ownership is modest (518 shares total beneficially), which provides limited economic alignment; SXTP lacks disclosed director ownership guidelines in this proxy .
- Conflicts/related-party exposure: The proxy states no related-party transactions >$120,000 since Jan 1, 2023 other than compensation, which reduces near-term conflict risk (Audit Committee oversees related-party reviews) .
- Risk indicators: The Board previously reset executive option exercise prices in Nov 2023 and later granted sizable new executive options in Dec 2024/Jan 2025—actions that can raise governance scrutiny around pay practices and shareholder alignment; while not director-specific, Toovey sits on the Compensation Committee that oversees such matters .
- Process/procedural signals: Independent Audit Committee members and presence of an “audit committee financial expert” (Chair Allen) are positives; independent directors met in executive session at least annually; charters and governance materials are posted publicly, supporting transparency .
Red flags to monitor:
- Executive option repricing/modification history (Nov 2023) and subsequent equity grant cadence for management—continued vigilance on Compensation Committee discipline is warranted .
- Low director-level ownership—consider whether ownership guidelines (not disclosed here) are adopted and enforced to enhance alignment .
Positive indicators:
- Clear independence determination for Toovey and majority-independent board .
- Active committee portfolio (Gov chair; Audit and Comp member) with documented responsibilities and independent oversight structures .
- Full board attendance in FY 2024 and annual independent executive session .