James Treco

About James Treco

Independent director and Lead Director at Tonix Pharmaceuticals (TNXP). Age 69 per the 2025 proxy; joined the Board in February 2019 and serves as Audit Committee Chair and the Board’s audit committee financial expert; he has extensive healthcare and investment banking experience, with a B.A. from Yale and an M.B.A. from Stanford . The proxy states he has been Lead Director since March 2020, while another section references March 2021, indicating a minor discrepancy in tenure dating .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Treco is independent under NASDAQ rules .
• Lead Director: Serves as Lead Director; proxy text references March 2020 and March 2021. Responsibilities include leading independent director sessions, liaising with the Chair, shaping agendas/schedules/information, and recommending advisors; available for shareholder communications .
• Committee assignments:
  • Audit Committee: Chair; designated audit committee financial expert; all members independent .
  • Nominating and Corporate Governance Committee: Member .
  • Compensation Committee: Not a member .
• Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board held 11 meetings, Audit 10, Compensation 6, Nominating 4 . In 2023, Board held 13 meetings, Audit 8, Compensation 6, Nominating 5; each director attended at least 75% .
• Annual meeting engagement: Only the CEO attended last year’s annual meeting; the Company has no policy requiring director attendance .

Fixed Compensation

Notes:

• Standard non-employee director cash retainer is $55,000; Lead Director retainer is $75,000 .

Performance Compensation

• Strike price, expiration, and detailed vesting dates were not disclosed in the proxy tables .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; chairs Audit Committee overseeing auditor independence, audit scope, and financial reporting policies .
• Extensive capital markets/investment banking background (Salomon Brothers/Citigroup, Gleacher, First Chicago Advisors) .
• Education: B.A. (Yale), M.B.A. (Stanford GSB) .
• Lead Director responsibilities include independent Board leadership, shareholder communications access, and advisor recommendations to the Board .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent Lead Director and Audit Chair with designated financial expertise; clear responsibilities for independent oversight, agenda-setting, and shareholder access .
  • All committee memberships listed for Treco are independent; Compensation Committee uses an independent consultant (Aon) that reports directly to the committee and does no work for management, reducing consultant conflict risk .
  • Board and committees meet regularly; Audit Committee met 10 times in 2024; Treco chairs and signs the Audit Committee report affirming auditor independence and financial statement inclusion .

• Concerns/RED FLAGS:

  • Ownership alignment is minimal: Treco held 44 shares as of March 28, 2025 (<1%); options outstanding per director are very small (33), signaling low “skin-in-the-game” and limited alignment through equity at current capitalization .
  • Proxy discrepancy on Lead Director tenure start (March 2020 vs March 2021) suggests minor documentation inconsistency; not material but notable for governance precision .
  • Annual meeting participation: only the CEO attended the prior annual meeting; while there is no formal attendance policy, independent directors’ absence may be viewed as a shareholder engagement gap .

• Related-party/conflicts:

  • No related-party transactions or loans involving Treco are disclosed in the proxy materials reviewed .

• Compensation structure signals:

  • Year-over-year decrease in equity grant fair value ($27,475 in 2023 to $16,499 in 2024) with constant cash retainer likely reflects share price/volatility inputs rather than a strategic shift; still, the declining equity value reduces at-risk compensation weight for directors .
  • No performance-based metrics attached to director equity; options vest on time-based schedule at next annual meeting, implying limited pay-for-performance linkage for directors .

Overall, Treco’s independent leadership and audit expertise support board effectiveness, but extremely low equity exposure and the lack of director attendance at the annual meeting present modest governance and alignment concerns for investors .