James Gordon Liddy
About James Gordon Liddy
Appointed to Tharimmune’s Board of Directors on June 11, 2025; the filing reports no arrangements or related-party transactions associated with his selection. The proxy and subsequent 8-Ks do not disclose his age, education, biography, independence determination, or committee assignments; he appears as a non-employee director holding options only in the latest beneficial ownership table.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | No other public company directorships disclosed for Liddy. |
Board Governance
- Board changes in 2025 included the CEO’s resignation and settlement terms (unvested options vested immediately), appointment of a new CEO (Sireesh Appajosyula), and elevation of Vincent LoPriore to Executive Chairman; Kelly Anderson later resigned, and Nancy Davis joined the Board. Committee reconstitutions post-June are not disclosed, and Liddy’s committee assignments are not provided.
- The company’s anti-hedging and pledging policy prohibits short sales, derivatives, and pledging (unless pre-cleared); as of December 31, 2024, none of the then directors/officers had pledged shares. Policy applies firmwide; Liddy joined mid-2025.
- 2024 attendance metrics aren’t applicable to Liddy (not yet on the Board); committees and independence determinations listed in the 2025 proxy reflect the Board as of 12/31/2024 (pre-Liddy).
Fixed Compensation
Board-wide policy for non-employee directors (as disclosed in 2025 proxy; amounts paid quarterly):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 65,600 | Paid to non-employee directors. |
| Audit Committee chair | 15,000 | Additional annual cash retainer. |
| Audit Committee member | 7,500 | Additional annual cash retainer. |
| Compensation Committee chair | 8,000 | Additional annual cash retainer. |
| Compensation Committee member | 4,000 | Additional annual cash retainer. |
| Nominating/Governance chair | 6,000 | Additional annual cash retainer. |
| Nominating/Governance member | 3,000 | Additional annual cash retainer. |
Policy note: Initial option grants to non-employee directors appointed off-cycle were previously “up to 2,553 options” vesting over one year; however, 2025 beneficial ownership shows larger option awards for current directors (including Liddy), indicating practice changes under the amended 2023 Plan.
Performance Compensation
Equity awards as disclosed for James G. Liddy:
| Award Type | Grant Date | Number/Status | Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock options | Not disclosed | 25,000 exercisable (beneficially owned) | Not disclosed | Not disclosed | Not disclosed |
| Stock options (unvested) | Not disclosed | 25,000 unvested (excluded from ownership) | Not disclosed | Not disclosed | Not disclosed |
Plan-level features that impact director equity:
- Equity plan expanded to 2,000,000 shares (from 792,602) in August 2025; includes options, RSUs, SARs, and other stock-based awards, with potential change-in-control vesting at target levels at the plan administrator’s discretion.
- Clawback: recoupment of cash/equity incentive compensation from Section 10D executive officers upon material restatement, calculated on a pre-tax basis over the preceding three fiscal years.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Relationships |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | 8-K confirms no related-party transactions tied to Liddy’s appointment. |
Expertise & Qualifications
Not disclosed in SEC filings; no biography provided in the appointment 8-K.
Equity Ownership
| Holder | Security | Amount | Notes |
|---|---|---|---|
| James Gordon Liddy | Options (exercisable) | 25,000 | Beneficially owned via options; “less than 1%” of outstanding shares. |
| James Gordon Liddy | Options (unvested/excluded) | 25,000 | Excluded from beneficial ownership pending vesting. |
| Shares outstanding (Record Date) | Common | 5,903,437 | Record date August 26, 2025. |
Ownership alignment notes:
- No direct common shares disclosed; exposure is exclusively via options, with half unvested at the record date.
Governance Assessment
- Option-heavy alignment, low direct ownership: Liddy’s beneficial interest is entirely via options (25,000 vested; 25,000 unvested) with no disclosed common share holdings—limited downside alignment and potential for option-driven incentives.
- Rapid Board turnover and executive changes: CEO resignation with immediate vesting, CFO resignation, and restructuring of Board leadership (new CEO, Executive Chairman) signal governance flux; committee assignments post-June reconstitution remain undisclosed—reduces transparency on oversight.
- Compensation escalation risk: In September 2025, the Compensation Committee increased base salaries for CEO and Executive Chairman and raised change-in-control severance from 2x to 3x salary+target bonus—an investor-unfriendly shift that heightens payout exposure.
- Dilution and anti-takeover signals: Board sought authorization for future discounted non-public offerings (up to $350M, within 90 days) and increased authorized common shares up to 1.0B—both dilutive steps that may also deter takeovers; equity plan pool expanded to 2.0M shares.
RED FLAGS: Increased CIC severance to 3x for top executives ; large authorized share increase and future offerings authorization with up to 90% discount ; limited disclosure on current committee assignments post-Board changes (governance transparency gap).
