Siobhan Fogarty
Tonix Pharmaceuticals HoldingAbout Siobhan Fogarty
Siobhan Fogarty, age 56, was appointed Chief Technical Officer (CTO) of Tonix Pharmaceuticals in February 2025 after serving at Tonix since 2016, including EVP, Product Development (since Feb 2021) and VP, Product Development (since Feb 2019). She holds a B.Sc. in Industrial Chemistry (University of Limerick) and an M.Sc. in Pharmaceutical Science (Trinity College Dublin); she is described as an EU Qualified Person with >25 years in product development, manufacturing and quality across small and large molecules . Company performance context during the three years prior to her CTO appointment is shown below.
Company Pay-vs-Performance Metrics
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (Value of $100 investment) | $3.41 | $0.56 | $0.01 |
| Net Income ($ Millions) | $(110) | $(117) | $(130) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tonix Pharmaceuticals (Tonix Pharma Limited) | EVP, Product Development | Feb 2021–Feb 2025 | Led product development advancing pipeline; readiness for TNX-102 SL potential launch |
| Tonix Pharmaceuticals (Tonix Pharma Limited) | VP, Product Development | Feb 2019–Feb 2021 | Built development programs and quality frameworks |
| Elan Corporation | Formulation Scientist | Early career (year not disclosed) | Took products from concept to commercial manufacture in Ireland/U.S. |
| GlaxoSmithKline (post Glaxo–SmithKline Beecham merger) | Manufacturing Strategist | Year not disclosed | Manufacturing strategy experience in London |
| Fuisz Technologies | Established EU product development site | Year not disclosed | Led multi-disciplinary teams from preclinical through clinical phases |
| Biovail Corporation | Established EU product development site | Year not disclosed | Transferred products to U.S./Canada sites during registration |
| eMSc (Consultancy) | Founder/Consultant | Year not disclosed | Advised Pharma/Biotech on product dev and phased quality approach |
External Roles
- No current public company directorships or external board roles disclosed in filings; press materials focus on Tonix responsibilities and prior operating/consulting roles .
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary (EUR) | €385,000 per annum (as CTO) |
| Bonus Eligibility | Eligible for annual bonus (target % not disclosed) |
| Equity Eligibility | Eligible for equity compensation |
| Notice/Severance Mechanics | Either party may terminate with ≥180 days’ notice; if terminated by the Company, base salary is paid for the 180-day notice period |
Performance Compensation
2025 Option Grants (time-based vesting)
| Grant Date | Instrument | Number of Options | Exercise Price | Vesting | Expiration | Plan |
|---|---|---|---|---|---|---|
| Feb 25, 2025 | Stock Option | 13,500 | $8.05 | 1/3 on first anniversary; 1/36 monthly thereafter for 24 months [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/fogarty-form4_022725.html] | Feb 25, 2035 [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/fogarty-form4_022725.html] | A&R 2020 Stock Incentive Plan [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/0001839882-25-011945.pdf] |
| Feb 25, 2025 | Stock Option | 13,500 | $10.0625 | 1/3 on first anniversary; 1/36 monthly thereafter for 24 months [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/fogarty-form4_022725.html] | Feb 25, 2035 [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/0001839882-25-011945.pdf] | A&R 2020 Stock Incentive Plan [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/0001839882-25-011945.pdf] |
Notes:
- Tonix’s compensation philosophy emphasizes equity as a key alignment tool and options “exercisable at a percentage above market value at the time of grant” (policy statement; not specific to Fogarty’s grants) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Section 16 Forms | Form 3 filed Feb 14, 2025 (initial statement); Form 4 filed Feb 27, 2025 (two option grants) [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001999371-25-001700/fogarty-form3.html] |
| Derivative Holdings (Post-Grant) | 27,000 options (13,500 at $8.05 and 13,500 at $10.0625) reported as beneficially owned following transactions [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/0001839882-25-011945.pdf] |
| Historical Options | Earlier options disclosed on Form 3 with varied expiration dates and exercise prices (reflecting historical grants and reverse split adjustments) [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001999371-25-001700/fogarty-form3.html] |
| Pledging/Hedging | Company prohibits employees/directors from hedging or pledging Tonix stock; short sales and standardized options trading also prohibited by Insider Trading Policy |
| Ownership Guidelines | No executive ownership guidelines disclosed; company notes “limited personal benefits,” “no tax gross-ups,” “no retirement benefits,” and “no single-trigger cash change in control benefits” |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Tonix Pharma Limited entered into Fogarty’s employment agreement on Feb 27, 2025 |
| Commencement at Tonix | Sept 26, 2016 (continuous service date) |
| Title/Reporting | CTO; reports to CEO or as directed by the Board |
| Salary/Benefits | €385,000 base salary; eligible for bonus, equity; customary benefits and procedures |
| Termination/Notice | ≥180 days’ prior notice by either party; if terminated by Company, base salary paid for 180-day notice period |
| Covenants | Confidentiality/IP protections and restrictive covenants; “Conflicts of interest and dealings in securities” addressed; Schedule 3 outlines post-termination restrictions (specific durations not detailed in 8-K summary) |
| Insider Trading Policy | Company policy prohibits hedging/pledging Tonix stock; filed as exhibit to 2024 10-K |
Performance & Track Record
| Area | Highlights |
|---|---|
| Role Scope | Leads technical execution as the company prepared for potential launch of TNX-102 SL (fibromyalgia), with FDA PDUFA goal date Aug 15, 2025 |
| Pipeline Execution | Credited by CEO for stewardship of TNX-102 SL and advancing small molecules, biologics, and live-virus vaccines |
| Tenure Continuity | Eight years at Tonix prior to CTO role; appointment effective immediately Feb 2025 |
Compensation Committee & Governance Signals
- Pay-for-performance emphasis; variable at-risk pay tied to corporate/individual goals; equity central to alignment .
- Governance practices: limited perquisites; no tax gross-ups; no traditional retirement/SERP; no single-trigger cash change-in-control benefits .
- Say-on-Pay: Majority approval in May 2022; next vote in 2025 with Board recommending a three-year frequency for future advisory votes .
Investment Implications
- Retention and alignment: Time-based option vesting (front-loaded 1/3 at year one, then monthly) creates multi-year retention hooks and predictable unlock cadence starting Feb 2026; anti-hedging/anti-pledging policy reduces misalignment risk [ir.tonixpharma.com/sec-filings/all-sec-filings/content/0001839882-25-011945/fogarty-form4_022725.html] .
- Cash risk limited: Employment agreement provides 180-day notice pay if terminated by the Company, a relatively modest severance framework vs large U.S. biotech peers (no acceleration terms disclosed for Fogarty), suggesting lower cash burn on executive exit .
- Execution focus: Fogarty’s operational background across development/manufacturing/quality is directly tied to Tonix’s near-term catalyst (TNX-102 SL PDUFA), elevating execution risk/opportunity around scale-up and CMC readiness; CEO commentary underscores reliance on her leadership at this juncture .
- Governance posture: Company-wide policies (no tax gross-ups; no single-trigger cash CIC; prohibition on hedging/pledging) are shareholder-friendly and reduce red-flag risk in alignment and potential selling pressure .