Bradley Saenger
Tonix Pharmaceuticals HoldingAbout Bradley Saenger
Bradley Saenger, CPA, is Chief Financial Officer and Treasurer of Tonix Pharmaceuticals Holding Corp. (TNXP). He has served as CFO since February 2016 and has worked at Tonix since May 2014; age 51, with Bachelor’s and Honors’ degrees in Accounting Science from the University of South Africa, and credentials as a Chartered Accountant (South Africa) and CPA (Massachusetts) . Recent pay-versus-performance disclosures show cumulative TSR for a fixed $100 investment of 3.41 (2022), 0.56 (2023), and 0.01 (2024) alongside net losses of $(110)M, $(117)M, and $(130)M, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tonix Pharmaceuticals | Chief Financial Officer | Feb 2016–present | Senior financial leadership; oversight of accounting, reporting, financing |
| Tonix Pharmaceuticals | VP of Accounting | Jan 2016–Feb 2016 | Led accounting functions during transition to CFO |
| Tonix Pharmaceuticals | Director of Accounting | May 2014–Dec 2015 | Built reporting processes; internal controls foundation |
| Shire Pharmaceuticals | Consultant (Financial Analyst, R&D) | Jun 2013–Mar 2014 | R&D financial analysis support |
| Steward Health Care System | Financial Consultant | Feb 2013–May 2013 | Short-term finance consulting |
| Vertex Pharmaceuticals | Associate Director of Accounting | Oct 2011–Dec 2012 | Corporate accounting leadership |
| Alere Inc. | Manager, Corporate Accounting & Consolidations; Manager, Financial Reporting | 2005–2011 | Consolidations and external reporting |
| PricewaterhouseCoopers; Shifren Hirsowitz; Norman Sifris; Investec Bank | Various accounting/audit/finance roles | Not specified | Foundational audit and finance experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tonix Pharma Holdings Limited | Director | Since Nov 2015 | Governance for subsidiary within Tonix group |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (as of Mar 1) |
|---|---|---|---|
| Base salary ($) | 465,000 | 483,600 | 502,944 |
| Actual bonus paid ($) | 175,770 | 176,514 | — |
| Option awards (grant-date FV, $) | 264,143 | 189,867 | — |
- Governance design: limited personal benefits , no retirement benefits , no tax gross-ups , and no single‑trigger cash change-in-control benefits .
Performance Compensation
| Grant date | Instrument | # Options | Exercise price ($/sh) | Expiration | Vesting |
|---|---|---|---|---|---|
| 2/27/2024 | Stock option | 89 | 1,177.60 | 2/27/2034 | 1/3 on 2/23/2025; remainder monthly over 24 months |
| 2/27/2024 | Stock option | 89 | 1,472.00 (125% of market) | 2/27/2034 | 1/3 on 2/23/2025; remainder monthly over 24 months |
- Award structure: The 1,472.00 strike options were granted at a 125% premium to the closing price on grant date .
- Additional performance-conditioned options: Saenger has an option tranche with vesting tied to stock price hurdles (average closing price at specified thresholds for 20 consecutive trading days) and subject to a one-year minimum service period .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 281, includes options exercisable within 60 days |
| Ownership as % of shares outstanding | <1% |
| Hedging/pledging | Prohibited by Insider Trading Policy (hedging/pledging/short sales/standardized options) |
Stock ownership guidelines and in-the-money option values are not disclosed in the proxy; no director roles for Saenger.
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Employment Agreement dated Feb 23, 2021; initial 1-year term with automatic annual renewal unless non-renewal notice 60 days prior |
| Base salary | $502,944 as of March 1, 2025 |
| Termination without Cause / Good Reason | Lump-sum equal to 12 months of base salary; 12 months health benefits; automatic acceleration of unvested stock awards equal to the shares that would have vested over the 12 months following termination |
| Death or permanent disability | Fully earned but unpaid base salary through end of month of termination |
| Definitions of Cause / Good Reason | As specified (including fraud/conviction/unauthorized disclosure/gross negligence/material breach; and material diminution of title/duties/pay/geography/breach/non-renewal) |
| Change-of-control | Specific cash multiples not disclosed for Saenger; Incentive Plan permits the Compensation Committee to adjust/assume/accelerate/purchase awards and accelerate vesting upon involuntary termination related to Change of Control |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | 3.41 | 0.56 | 0.01 |
| Net income ($ Millions) | (110) | (117) | (130) |
- Executive biographies report no involvement in legal proceedings over the past 10 years; Section 16 filings were compliant in 2024 .
Compensation Committee Analysis
- Committee composition: Margaret Smith Bell (Chair), David Grange, Adeoye Olukotun, Carolyn Taylor; independent under NASDAQ rules .
- Consultant: Aon plc engaged directly by the Committee; provides comparative peer data; no management-directed consultant work .
- Philosophy: emphasis on pay-for-performance, equity alignment, and no formal percentile targeting versus peers .
- Plan governance: repricing prohibition for options/SARs; minimum 1-year vesting for equity awards with limited exceptions; dividend equivalents restricted until vesting .
Say‑on‑Pay & Shareholder Feedback
- Prior say‑on‑pay (May 2022): majority approval; Committee made no fundamental changes thereafter .
- 2025 agenda: advisory vote on executive compensation and frequency (Board recommends three-year cadence) .
Related Party Transactions
- Policy in place; no related party transactions in the last two fiscal years .
Investment Implications
- Alignment: Actual bonus is modest relative to base, with meaningful use of options—some granted at premium strikes and with performance-price hurdles, requiring sustained share appreciation before value realization, which can temper near-term insider selling pressure and align pay with shareholder outcomes .
- Ownership: Saenger’s direct beneficial stake is small (<1%), though hedging/pledging/short sales are prohibited, aligning behavior toward long-term equity value rather than hedged exposure .
- Retention risk: Contractual severance of 12 months’ base and partial acceleration upon termination without cause/good reason reduces transition friction but lacks disclosed CoC cash multiples; plan-level CoC mechanics allow accelerated vesting upon involuntary termination, supporting retention through corporate events .
- Dilution/overhang: Board seeks to increase the 2020 Incentive Plan share reserve by 1,000,000 shares and has authority for reverse splits, indicating continued reliance on equity incentives and potential future dilution—an important consideration for pay-for-performance optics and option strike calibration .