James Hunter
Tonix Pharmaceuticals HoldingAbout James Hunter
James “Jim” Hunter joined Tonix Pharmaceuticals’ Board on June 12, 2025 after serving as EVP, Commercial Operations (June 2023–Dec 2024) and President of Tonix Medicines; the Board determined he is not independent under Nasdaq standards due to his prior employment with the Company . He brings 40+ years of commercial leadership, including roles at Validus Pharmaceuticals (CEO/Co‑founder), Relialab (Co‑Founder), and Novartis/Ciba‑Geigy; he holds a B.S. (Seton Hall) and M.B.A. (Fairleigh Dickinson) . As of September 4, 2025, he was listed as a Director in the Company’s S‑3/A filing . Upon his Board appointment, he received a stock option grant of 7,740 options at a $34.54 exercise price, vesting on the day of the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tonix Pharmaceuticals / Tonix Medicines | EVP, Commercial Operations; President, Tonix Medicines | Jun 2023 – Dec 2024 | Built Tonix Medicines; led entry into migraine market and commercial leadership recruitment . |
| Validus Pharmaceuticals (private) | CEO & Co‑Founder | 2007 – 2018 | Led >24 product acquisitions from major pharma (Shire, Roche, Novartis, Sanofi) . |
| Relialab (private diagnostics) | Co‑Founder | N/D | CLIA‑waived, point‑of‑care psychiatric testing focus . |
| Novartis Pharmaceuticals | Executive Director, Neuroscience Sales | N/D | Launched/supported products in schizophrenia, epilepsy, migraine, Parkinson’s, Alzheimer’s . |
| Ciba‑Geigy Pharmaceuticals | Executive Director, Northeast Business Unit | N/D | Led GP/hospital sales and regional managed care . |
| Tonix Medicines, Inc. | President (signatory) | 2023 | Signatory on asset purchase/transition agreements acquiring migraine assets . |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in Company filings/press materials . |
Board Governance
| Item | Detail |
|---|---|
| Appointment date | Appointed Director effective June 12, 2025 . |
| Independence | Not independent under Nasdaq and Item 407(a) Reg S‑K due to prior employment with Tonix . |
| Committees | Not disclosed as of appointment; committee rosters in the March 31, 2025 proxy predate his appointment . |
| Lead Independent Director | James Treco has served as Lead Director since March 2021 . |
| Board/Committee meeting cadence (FY2024) | Board: 11; Audit: 10; Compensation: 6; Nominating & Governance: 4; all then‑directors ≥75% attendance (Hunter not on Board in 2024) . |
| Confirmation of Directorship | Listed as Director in S‑3/A dated Sept 4, 2025 . |
| Shareholder context | 2025 Say‑on‑Pay advisory: For 1,045,066; Against 297,523; Abstain 162,595; approved . |
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $55,000 | FY2024 policy; Lead Director retainer $75,000 . |
| Equity retainer (non‑employee directors) | Stock options valued at $16,499 (Black‑Scholes) | Vested at next annual meeting (FY2024 program) . |
| Limits on director pay | Aggregate director cash+equity ≤ $350,000/year (Board can allow up to $500,000 in extraordinary cases) | Plan limit under A&R 2020 Equity Incentive Plan . |
| Hunter application | “Compensated in accordance with standard non‑employee director compensation plan” | Per appointment 8‑K . |
Performance Compensation
| Grant date | Award type | Shares/Options | Exercise/Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| 2025‑06‑12 | Stock option | 7,740 | $34.54 | Vests on day of 2026 annual shareholder meeting | Not disclosed . |
No director performance‑vesting metrics (e.g., TSR, revenue) were disclosed for director equity; FY2024 non‑employee director options vest time‑based at the next annual meeting .
Other Directorships & Interlocks
| Company | Industry | Role | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No public board interlocks with Tonix competitors/suppliers disclosed . |
Expertise & Qualifications
- 40+ years commercial leadership; built Tonix Medicines and led entry into migraine market via Zembrace SymTouch and Tosymra acquisition/integration .
- Deep go‑to‑market experience in neuroscience and multiple therapeutic areas from Novartis/Ciba‑Geigy .
- Education: B.S. Seton Hall University; M.B.A. Fairleigh Dickinson University .
Equity Ownership
| Security | Quantity | Status | Vesting/Restrictions | Source |
|---|---|---|---|---|
| Stock options | 7,740 | Director award | Vests at 2026 annual meeting; exercise price $34.54 | and Form 4 link below. |
| Common stock | Not disclosed | — | — | Not included in Mar 28, 2025 ownership table (pre‑appointment) . |
Insider filings show initial Form 3 and contemporaneous option grant on June 12–13, 2025. Post‑transaction “securitiesOwned” reflects 7,740 options (security: “Stock Option”); no common stock reported in these filings .
Insider Trades (Form 3/4 summary)
| Filing/Txn date | Form | Type | Security | Qty | Price | Post‑txn holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025‑06‑12 / 2025‑06‑13 | 3 | Initial | Stock Option | 7,740 | $34.54 | 0 (Form 3 metadata) | https://www.sec.gov/Archives/edgar/data/1430306/000199937125007767/0001999371-25-007767-index.htm |
| 2025‑06‑12 / 2025‑06‑13 | 4 | A (Award) | Stock Option | 7,740 | $34.54 | 7,740 | https://www.sec.gov/Archives/edgar/data/1430306/000199937125007769/0001999371-25-007769-index.htm |
Related Party / Conflict Review
- Independence: Board determined Hunter is not independent under Nasdaq and Item 407(a) due to recent employment with Tonix .
- Transactions: In connection with employment and consulting, he received approximately $215,000 in 2024 compensation and ~$25,000 in consulting fees in 2025 through June 1, 2025 (while moving to Board), constituting related‑party transactions .
- Governance mitigants: Lead Independent Director structure; all standing committees composed of independent directors as of the 2025 proxy; Compensation Committee uses an independent consultant (Aon) reporting directly to the committee .
Compensation Committee & Policy Context
- Compensation Committee: Independent members; engages Aon plc as independent consultant; reports directly to committee; no other work performed for management .
- Director compensation framework: Cash retainer ($55k; $75k for Lead Director) and time‑based annual option awards (Black‑Scholes $16,499 in 2024), vesting at next annual meeting; director annual pay cap $350k ($500k exceptional) .
Governance Assessment
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Strengths
- Commercial expertise aligned with Tonix’s near‑term launch priorities; prior leadership of Tonix Medicines enhances board insight into commercialization execution .
- Board structure includes Lead Independent Director and independent Audit/Compensation/Nominating committees; Audit Committee chaired by an audit committee financial expert (Treco) .
- Compensation governance: Independent consultant (Aon); director pay limits under the equity plan .
-
Risks / RED FLAGS
- Independence concern: Recent transition from EVP (Dec 2024) and ongoing consulting fees in 2025 to Board appointment (June 2025) → Board classified him as not independent; potential for management influence and perceived conflicts .
- Related‑party exposure: 2024 compensation ($215k) and 2025 consulting fees ($25k) are disclosed related‑party transactions; monitor any future service arrangements or payments .
- Concentration risk: Heavy commercial focus amid pre‑launch period; ensure balanced oversight across R&D, compliance, and risk areas; initial committee assignments not disclosed as of appointment .
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Shareholder sentiment context
- 2025 Say‑on‑Pay approved with 1,045,066 For vs 297,523 Against (162,595 Abstain), indicating support for compensation program heading into commercialization .
Monitoring items for investors: (1) Committee assignment/role for Hunter in the next proxy; (2) Any additional related‑party transactions or consulting arrangements; (3) Equity award structure for non‑employee directors in 2025–2026 relative to plan limits; (4) Attendance and engagement metrics in the next proxy .