Richard Bagger
Tonix Pharmaceuticals HoldingAbout Richard Bagger
Independent director since June 2020; age 65 in 2025. Partner and Executive Director at Christie 55 Solutions (since Jan 2020), adjunct faculty at Rutgers University (since 2018). Former EVP, Corporate Affairs & Market Access at Celgene (2012–2019) and SVP, Worldwide Public Affairs & Policy at Pfizer (2006–2009); earlier legal roles at Blue Cross & Blue Shield of New Jersey and McCarter & English. Education: A.B., Princeton School of Public and International Affairs; J.D., Rutgers Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | EVP, Corporate Affairs & Market Access; Executive Committee member | 2012–2019 | Led market access and policy strategy |
| Pfizer Inc. | SVP, Worldwide Public Affairs & Policy; prior roles of increasing responsibility | 1993–2010; SVP 2006–2009 | Oversaw global public affairs and policy |
| Blue Cross & Blue Shield of New Jersey | Assistant General Counsel | Prior to Pfizer (dates not specified) | Legal counsel; healthcare regulatory experience |
| McCarter & English | Attorney | Prior to BCBSNJ (dates not specified) | Corporate and healthcare law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Christie 55 Solutions, LLC | Partner & Executive Director | Jan 2020–present | Advisory/consulting firm leadership |
| Rutgers University (Eagleton Institute/Business School) | Adjunct faculty; Advisory Board member (Lerner Center) | Adjunct since 2018; Advisory board ongoing | Academic engagement in healthcare policy/management |
| U.S. Chamber of Commerce | Director | Ongoing (dates not specified) | National business advocacy board role |
| National Pharmaceutical Council | Board Chair | 2019 | Industry policy leadership |
Board Governance
- Independence: Board determined Bagger is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Board/committee activity: FY2024 Board met 11 times; Audit 10; Compensation 6; Nominating 4; each director attended ≥75% of Board and assigned committee meetings .
- Lead independent director in place (James Treco) and independent director meetings held; lead director responsibilities include chairing independent sessions, agenda liaison, and advisor retention .
- Annual meeting attendance: Only the CEO attended last year’s annual shareholder meeting (no formal attendance policy) .
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Annual cash retainer (non-lead director) | $55,000 | FY2024 | |
| Committee chair/member fees | Not disclosed | — | |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Equity Award | Grant Value (Black-Scholes) | Vesting | Outstanding Options (12/31/2024) | Notes |
|---|---|---|---|---|
| Annual non-employee director stock options | $16,499 | Vest at next annual meeting of shareholders | 33 | Options are granted on the date of the annual meeting pursuant to the Incentive Plan |
No performance metrics are tied to director equity awards; awards vest time-based to the next annual meeting .
Other Directorships & Interlocks
| Entity | Type | Relevance to TNXP | Potential Interlock/Conflict |
|---|---|---|---|
| U.S. Chamber of Commerce | Non-profit board | Broad advocacy; not a TNXP customer/supplier | None disclosed |
| National Pharmaceutical Council | Industry association | Policy influence in pharma | Past role; no current TNXP transaction disclosed |
| Rutgers University (Adjunct/Advisory) | Academic | Thought leadership | Not a TNXP transaction partner |
| Christie 55 Solutions, LLC | Consulting firm | External employment | No related-party transactions with TNXP in last two fiscal years |
Expertise & Qualifications
- Healthcare policy and market access leadership (Celgene EVP; Pfizer SVP) .
- Legal training and corporate governance experience (J.D.; assistant general counsel; committee chair) .
- Board nomination/governance leadership as Nominating & Corporate Governance Committee Chair .
- Academic perspective and industry networks (Rutgers adjunct/advisory; NPC chair; U.S. Chamber board) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Richard Bagger | 42 | <1% | Ownership table as of March 28, 2025; percent marked as less than 1% |
Company policy prohibits hedging or pledging TNXP stock by directors and employees, reducing alignment-risk from collateralization .
Governance Assessment
- Positive signals:
- Independent director with deep pharma policy experience; serves as Chair of Nominating & Corporate Governance, enhancing board refresh and standards .
- Active committee engagement (Audit member) and attendance ≥75% of Board/committee meetings in FY2024 .
- Director equity aligned via annual options; hedging/pledging prohibited .
- No related-party transactions involving Bagger in the last two fiscal years .
- Watch items:
- Annual meeting attendance: only CEO attended last year’s meeting; while no formal policy exists, broader director attendance could strengthen investor engagement .
- Committee chair compensation not disclosed separately; transparency on committee chair fees would improve clarity (retainer disclosed; equity grant disclosed) .
- Compensation mix and alignment:
- FY2024 director pay centered on fixed cash retainer ($55,000) plus modest option value ($16,499), signaling equity exposure but limited dollar magnitude at current scale .
- Director option grants are time-based to the next annual meeting; no performance metrics tied to director awards, consistent with typical small-cap biotech governance .
- Conflicts:
- External consulting role (Christie 55 Solutions) noted; TNXP reports no related-party transactions in last two years, and any such transactions would flow through a formal related-person policy review by the Nominating & Corporate Governance Committee chaired by Bagger .