Adeoye Olukotun
Tonix Pharmaceuticals HoldingAbout Adeoye Olukotun
Adeoye Olukotun, MD (age 80) has served as an independent director of Tonix Pharmaceuticals Holding Corp. since September 2018. He brings extensive biopharmaceutical leadership experience, currently CEO of CR Strategies, LLC (since 2000) and a board member of Arrowhead Pharmaceuticals (ARWR) . His prior operating roles include CEO tenures at Genesis Unicorn Corporation (which became GENQ and later ESGL Holdings Ltd), EpiGen Pharmaceuticals (2014–Jan 2018), CardoVax (CEO 2006–2012; Vice Chair 2012–2016), and co-founder/CMO at VIA Pharmaceuticals (2004–2008), underpinning strong clinical and industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EpiGen Pharmaceuticals, Inc. | Chief Executive Officer | 2014–Jan 2018 | Led pharmaceutical operations |
| CardoVax, Inc. | Chief Executive Officer | 2006–2012 | Executive leadership in pharma |
| CardoVax, Inc. | Vice Chairman | 2012–2016 | Board leadership |
| VIA Pharmaceuticals, Inc. | Co-founder; Chief Medical Officer | 2004–2008 | Clinical leadership |
| Genesis Unicorn Corporation → GENQ → ESGL Holdings Ltd | Chief Executive Officer | Not disclosed | Led SPAC evolution to ESGL |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CR Strategies, LLC | Chief Executive Officer | Since 2000 | Medical products consulting leader |
| Arrowhead Pharmaceuticals (ARWR) | Director | Not disclosed | Public biopharma directorship |
Board Governance
- Committee assignments: Compensation Committee member; not on Audit or Nominating & Corporate Governance Committees .
- Independence: Board determined all Compensation Committee members, including Dr. Olukotun, are independent under NASDAQ listing standards .
- Attendance and engagement: In 2024, the Board held 11 meetings; Compensation Committee 6, Audit 10, Nominating 4. Each director attended at least 75% of Board and applicable committee meetings. Only the CEO attended last year’s annual meeting (no formal policy to attend), implying Dr. Olukotun did not attend .
- Lead independent director: James Treco (since March 2020) .
| Governance Element | Detail | Source |
|---|---|---|
| Compensation Committee | Member | |
| Audit Committee | Not a member | |
| Nominating & Corporate Governance | Not a member | |
| Independence | Independent (NASDAQ standards) | |
| 2024 Meetings Held | Board 11; Comp 6; Audit 10; Nominating 4 | |
| Attendance Threshold Met | ≥75% Board and committee meetings | |
| Annual Meeting Attendance | CEO only (no formal policy) | |
| Lead Independent Director | James Treco |
Fixed Compensation
| Component | Amount | Notes | Source |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $55,000 | Lead director retainer is $75,000 (not applicable to Olukotun) | |
| Committee fees | Not disclosed | No additional member fees disclosed | |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Equity Type | Grant Date | Fair Value | Vesting | Quantity/Strike/Expiration | Source |
|---|---|---|---|---|---|
| Stock Options | During 2024 (date not specified) | $16,499 | Vest at next annual meeting of shareholders | Quantity/strike/expiration not disclosed | |
| Stock Options Outstanding | As of 12/31/2024 | Not a value; 33 shares underlying options | N/A | Aggregate underlying shares per director noted as 33 |
The Compensation Committee engages independent consultant Aon plc reporting directly to the committee; no management recommendation and no other company work—positive governance signal for pay independence .
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Conflict Note |
|---|---|---|---|
| Arrowhead Pharmaceuticals (ARWR) | Biopharma | Director | Same sector as TNXP; no related-party transactions disclosed with TNXP |
Expertise & Qualifications
- Extensive medical and pharmaceutical leadership experience, including CEO and CMO roles; rationale for Board selection emphasizes medical background and pharma industry expertise .
- Not designated as Audit Committee financial expert (Treco holds that designation) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Adeoye Olukotun | 43 | <1% | March 28, 2025 | 6,877,816 |
Beneficial ownership table indicates <1% for directors; footnotes for officers include options exercisable within 60 days. Specific breakdown for Dr. Olukotun’s options in beneficial ownership footnotes was not provided in the excerpt; proxy notes 33 underlying option shares outstanding per director as of 12/31/2024 .
Governance Assessment
- Strengths: Independent director on Compensation Committee, with independent consultant Aon engaged and reporting directly to the committee (no management involvement), supporting pay governance quality . Attendance ≥75% at Board and committee meetings indicates baseline engagement .
- Concerns: Low personal share ownership (43 shares, <1%), indicating limited direct economic alignment; director option award is modest ($16,499 fair value), with limited underlying quantity (33 shares) . Non-attendance at last year’s annual meeting (only the CEO attended) is a mild engagement flag, though there is no formal attendance policy .
- Conflicts/Related-party transactions: None disclosed involving Dr. Olukotun; cross-industry role at ARWR is in the same sector but no transactions or interlocks with TNXP disclosed—low conflict risk based on current proxy .
RED FLAGS
- Low ownership alignment: 43 shares and small option stake (<1% ownership) .
- Annual meeting presence: Did not attend last year’s annual meeting (only CEO attended), potentially negative for shareholder engagement, though no formal policy exists .
Compensation Structure Notes
- Director award and fee cap: Maximum annual total value per non-employee director (cash fees plus equity grant-date fair value) capped at $350,000; exceptions up to $500,000 in extraordinary circumstances—mitigates pay inflation risk .
- Options vest at next annual meeting rather than performance-based metrics; no RSUs/PSUs or disclosed performance metrics in director pay—equity is service-based, not performance-contingent .