David Grange
Tonix Pharmaceuticals HoldingAbout David Grange
Major General David Grange (U.S. Army, retired) is an independent director of Tonix Pharmaceuticals (TNXP), appointed in February 2018; he is 77 years old and holds a master’s degree in Public Service from Western Kentucky University . He is President and founder of Osprey Global Solutions, LLC (since 2011) and previously served as CEO of clinical research organization Pharm-Olam International (2017–2019), following a 30-year U.S. Army career (Ranger, Green Beret, Aviator, Infantryman; commanded the Ranger Regiment and the 1st Infantry Division; Director of Army Current Operations at the Pentagon) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharm-Olam International, Ltd. (CRO) | Chief Executive Officer | Apr 2017 – Oct 2019 | Led a contract research organization; operational and clinical execution oversight |
| U.S. Army | Ranger, Green Beret, Aviator, Infantry; Commander, Ranger Regiment and 1st Infantry Division; Director, Army Current Operations (Pentagon) | ~30 years | Large-scale operations leadership, readiness, mobilization, risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Osprey Global Solutions, LLC (Service Disabled Veterans Organization) | President & Founder | 2011 – Present | Private company; no TNXP transactions disclosed |
Board Governance
- Independence: The Board determined Grange is independent under NASDAQ rules .
- Committees: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; no chair roles .
- Attendance: In FY2024, the Board met 11x; Audit 10x; Compensation 6x; Nominating 4x. Each director attended at least 75% of Board and committee meetings on which they served .
- Lead Independent Director: James Treco; responsibilities include leading independent director sessions and acting as liaison; he may call additional independent sessions as needed .
- Annual meeting attendance: The company has no formal attendance policy; only the CEO attended last year’s annual meeting of shareholders (implying other directors, including Grange, did not attend) .
- Risk oversight: Audit oversees financial/internal control risk; Compensation reviews comp risk; committees report significant risks to the Board .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non-employee directors (lead director receives $75,000) |
| Committee fees | Not disclosed | No incremental committee fees disclosed in proxy |
| Meeting fees | Not disclosed | Not specified |
Performance Compensation
| Grant Type | FY2024 Grant-Date Fair Value | Vesting | Underlying Options Outstanding (12/31/24) |
|---|---|---|---|
| Stock options | $16,499 | Vest at the next annual meeting of shareholders | 33 options outstanding per director at 12/31/24 |
Performance metric design: Director equity is time-based; no performance conditions (e.g., TSR, revenue) are attached to director awards per proxy disclosures .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Grange in the TNXP proxy’s nominee biography .
- Interlocks/related parties: No related-party transactions in the last two fiscal years; directors are prohibited from hedging or pledging TNXP stock under the Insider Trading Policy .
Expertise & Qualifications
- Biopharma operations and CRO leadership (Pharm-Olam CEO), relevant to clinical execution and vendor oversight .
- Defense, logistics, risk and crisis leadership from senior Army commands, applicable to enterprise risk oversight and operational resilience .
- Governance: Service on Compensation and Nominating/Governance committees indicates engagement in executive pay oversight and board composition/culture .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition | Pledged/Hedged? |
|---|---|---|---|---|
| David Grange | 45 | <1% | Includes 45 shares underlying options/RSUs exercisable/vestable within 60 days | Company prohibits hedging and pledging |
Reference: Shares outstanding 6,877,816 as of March 28, 2025; director totals reflect options exercisable within 60 days .
Governance Assessment
-
Strengths:
- Independent director with relevant operating and risk oversight experience; active on Compensation and Nominating/Governance committees .
- Board/committee attendance threshold met; committee structure and lead independent director framework in place .
- Proactive policies: prohibitions on hedging/pledging; no related-party transactions reported; Compensation Committee uses independent consultant (Aon) reporting directly to the committee .
- Director pay appears modest (cash $55k; options $16.5k), with annual option vesting aligned to service through next AGM; director award cap $350k per year (extraordinary up to $500k) supports pay discipline .
-
Watch items / potential red flags:
- Director equity ownership is minimal (45 shares; <1%), signaling limited “skin in the game,” though the company prohibits pledging/hedging and grants annual equity .
- Shareholder engagement optics: Only the CEO attended the prior annual meeting; consider encouraging broader director attendance to reinforce accountability .
- Board is seeking authorization for significant flexibility on reverse stock splits and larger equity plan share reserves; while not director-specific, these actions can be investor-sensitivity flashpoints and underscore the need for robust Compensation/Nom-Gov oversight where Grange serves .
Director Compensation Details (FY2024)
| Name | Cash Compensation ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| David Grange | $55,000 | $16,499 | $71,499 |
Notes: Options for non-employee directors vest at the next annual meeting of shareholders; each director had 33 options outstanding as of Dec 31, 2024 .
Committee Assignments Snapshot (FY2024)
| Committee | Members | Chair |
|---|---|---|
| Compensation | Margaret Smith Bell; David Grange; Adeoye Olukotun; Carolyn Taylor | Margaret Smith Bell |
| Nominating & Corporate Governance | Richard Bagger; David Grange; Newcomb Stillwell; James Treco | Richard Bagger |
| Audit | Richard Bagger; Margaret Smith Bell; Newcomb Stillwell; James Treco | James Treco (financial expert) |
Attendance & Engagement
- Meetings held FY2024: Board (11), Audit (10), Compensation (6), Nominating (4); each director attended ≥75% of applicable meetings .
- Annual shareholder meeting attendance: No formal policy; only the CEO attended last year’s meeting .
Say-on-Pay & Shareholder Feedback Context
- Last say-on-pay (May 2022) received majority support; the next say-on-pay is on the 2025 ballot. Compensation Committee remained consistent with prior program and considers shareholder feedback .
Related-Party Transactions, Legal/Regulatory
- Related-party transactions: None in last two fiscal years per policy and committee review process .
- Legal proceedings: Directors and executive officers, including Grange, reported no disqualifying legal events in the past ten years .
Summary Implications for Investors
- Grange brings operational rigor and risk governance experience to key oversight committees, supporting board effectiveness .
- Independence, policy safeguards (no hedging/pledging), and modest director pay structure support alignment; however, low personal ownership and limited AGM attendance by directors are areas to monitor for engagement and alignment signaling .
- With board-sponsored proposals on reverse splits and equity plan expansion, the effectiveness of the Compensation and Nominating/Governance committees (on which Grange serves) will be central to investor confidence in capital stewardship and pay practices .