DEF 14A of GENELUX Corp
Filed Jul 11, 2025 · FY20240001641172-25-018673
Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting
Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting James L. Tyree, 72, has served as a member of the Board since May 2012 and as our Lead Independent Director since July 2021. Mr. Tyree previously served as Chairman of the Board from 2014 to 2021. Mr. Tyree is the retired co-founder and managing partner of Tyree & D’Angelo Partners, a private equity investment firm founded in 2014. Prior to founding Tyree & D’Angelo Partners, Mr. Tyree served as Executive Vice President and President of Abbott Biotech Ventures (Abbott), a subsidiary of Abbott Laboratories in 2012. Prior to that position, Mr. Tyree held numerous executive positions at Abbott, including Executive Vice President Global Pharmaceuticals, Senior Vice President Global Nutrition, Corporate Vice President Pharmaceutical and Nutritional Products Group Business Development and Divisional Vice President and General Manager, Japan from 1997 to 2000. Mr. Tyree also served as a member of the board of directors of ChemoCentryx, Inc., a biopharmaceutical company, since June 2012, until the company was sold to Amgen in 2022 and at that time was lead independent director. Mr. Tyree previously served as a member of the board of directors of SonarMed, Inc., a medical device company (now a subsidiary of Medtronic plc), from March 2012 to November 2022. Mr. Tyree served as a member of the board of directors and chair of the compensation committee of Assertio Holdings, Inc., a public pharmaceutical company, from October 2016 to April 2024. Mr. Tyree previously served as chairman of the board of directors of the Illinois Biotechnology Industry Organization, as a member of the Advisory Board of the University of Chicago Booth Graduate School of Business, and as a member of the Chicago Council on Global Affairs chairing the Global Health Policy Roundtable. Mr. Tyree earned his B.A. in psychology and forensic studies and an M.B.A. from Indiana University. We believe that Mr. Tyree’s extensive experience in biotechnology and pharmaceuticals qualifies him to serve on our Board. Thomas D. Zindrick, J.D., 66, has served as our President, Chief Executive Officer and a member of our Board since May 2014 and as our Chair since July 2021. Currently, he serves as Executive Chair of Aeromics, Inc., a clinical-stage pharmaceutical company developing products for the treatment of edema in ischemic stroke, since August 2018. Mr. Zindrick served as Chief Executive Officer of Amitech Therapeutic Solutions, Inc., from March 2012 to May 2014. From 1993 to 2009, Mr. Zindrick was at Amgen Inc. (“Amgen”), a public commercial biotechnology company, where he held positions of increasing responsibility, including Vice President Associate General Counsel from 2001 to 2004 and again from 2008 to 2009. At Amgen, from 2004 to 2008, Mr. Zindrick served as Chief Compliance Officer. Prior to joining Amgen, Mr. Zindrick was an attorney at The Dow Chemical Company. Mr. Zindrick served on the board of directors of Amitech Therapeutic Solutions, Inc. from October 2011 to February 2021 and DNX Biopharmaceuticals, Inc. from November 2014 to March 2020. Mr. Zindrick received his J.D. from the University of Illinois College of Law and a B.A. in biology from North Central College in Naperville, Illinois. We believe Mr. Zindrick’s extensive experience managing and leading companies within the pharmaceutical and biotechnology industries qualifies him to serve on our Board.
The Board of Directors Recommends
The Board of Directors Recommends A Vote “For” each Named Nominee.
Directors Continuing in Office Until the 2026 Annual Meeting
Directors Continuing in Office Until the 2026 Annual Meeting John Smither, 72, has served as a member of the Board since September 2023. Mr. Smither currently serves as a senior advisor at Frazier Life Sciences, an investment firm, since November 2024. From September 2023 to 2024, Mr. Smither served as the Interim Chief Financial Officer of Arcutis Biotherapeutics, Inc., a biopharmaceutical company (“Arcutis”), and from May 2019 and May 2021, served as the Chief Financial Officer of Arcutis, where he was responsible for all financial aspects of Arcutis including leading Arcutis’s successful initial public offering and two follow-on financings. Previously, Mr. Smither was the Chief Financial Officer at Sienna Biopharmaceutics from January 2016 to April 2017, and again from April 2018 to March 2019. Mr. Smither also served as the Interim Chief Financial Officer at Kite Pharma, a Gilead Company, from November 2017 through April 2018, and was the Chief Financial Officer of Unity Biotechnology from January 2016 to July 2017. He also served as Chief Financial Officer at Kythera Biopharmaceuticals (“Kythera”), where he was responsible for all financial activities during early clinical stage development through approval and launch, led private fundraising rounds, prepared Kythera for its successful initial public offering in October 2012, and oversaw its acquisition by Allergan plc for approximately $2.1 billion. From February 1998 to November 2007, Mr. Smither held several financial positions at Amgen of increasing responsibility, including Vice President of Finance and Administration for Amgen’s European operations in 28 countries, and as Executive Director of Corporate Accounting. In January 2023, Mr. Smither was appointed to the board of directors of NewAmsterdam Pharma, a public biotechnology company, and has served as the chair of its audit committee since January 2022. From January 2022 to December 2023, Mr. Smither served as a member of the board of directors of Applied Molecular Transport Inc., a public biopharmaceutical company (acquired by Cyclo Therapeutics, Inc. in December 2023), as chair of its audit committee, and as a member of its compensation committee. From March 2018 to September 2023, Mr. Smither served as a member of the board of directors of eFFECTOR Therapeutics Inc., a public biopharmaceutical company, and its predecessor entity, as chair of its audit committee, and as a member of its nominating and corporate governance committee. Additionally, from December 2013 to May 2020, Mr. Smither served as a member of the board of directors of Achaogen, Inc., a biopharmaceutical company, as chair of its audit committee, and as a member of its compensation committee. Mr. Smither began his career at Ernst & Young, where he was audit partner and held a certification as a Certified Public Accountant (inactive). He holds a B.S. in accounting, with honors, from California State University at Los Angeles. We believe Mr. Smither’s extensive experience as a chief financial officer and service on the boards of directors of other biotechnology and pharmaceutical companies qualifies him to serve on our Board.
Director Continuing in Office Until the 2027 Annual Meeting
Director Continuing in Office Until the 2027 Annual Meeting Mary Mirabelli, 68, has served as a member of the Board since June 2021. Most recently, Ms. Mirabelli served as the Senior Vice President at the Healthcare Finance Management Association from April 2018 to November 2023. Previously, Ms. Mirabelli served as the Vice President of Global Healthcare Services at Hewlett Packard Enterprise Company from June 2014 to April 2018. Ms. Mirabelli served as a senior executive at Hospital Corporation of America from 2000 to 2014. Since January 2024, Ms. Mirabelli has served as a member on the board of directors of Health IT Leaders, a health information technology consulting firm. Ms. Mirabelli holds a B.S. in occupational therapy from University of Illinois at Urbana-Champaign and an M.B.A. in management from Northwestern University’s Kellogg Graduate School of Management. We believe Ms. Mirabelli’s extensive experience managing and leading companies within the healthcare industry qualifies her to serve on our Board. John Thomas, Ph.D., 67, has served as a member of the Board since September 2002. Dr. Thomas served as our first Chief Financial Officer from 2002 to 2004. Dr. Thomas has been the Dean of the School of Business and Management at La Sierra University since 1999. Dr. Thomas has served on the boards of directors of ICON Business Bank, a financial institution, since June 2023, KSGN Good News Radio, a non-profit organization, since January 2004, Loma Linda Broadcasting Network International, a broadcasting network, since January 2009 and ADRA International, a humanitarian aid organization, as a member of the finance committee since September 2015. He previously served as a member of the board of directors of the Family Service Association, a non-profit public benefit health and human service agency, from 1992 to 2018. Dr. Thomas holds an M.B.A. in finance from Loma Linda University and an M.B.A. in marketing from Symbiosis Institute of Management Studies, an M.A. in international political economy from Claremont Graduate University and a Ph.D. in political economy from Claremont Graduate University. We believe that Dr. Thomas’s extensive training, expertise and experience in finance qualifies him to serve on our Board. information regarding the board of directors and corporate governance Independence of the Board of Directors Under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Additionally, Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee of the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing rules, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that each of Ms. Mirabelli, Dr. Thomas, Mr. Tyree and Mr. Smither, representing four of our five directors, is an independent director within the meaning of the applicable Nasdaq listing rules. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company. Board Leadership Structure The Company’s Board is currently chaired by the President and Chief Executive Officer of the Company, Mr. Zindrick. Mr. Tyree serves as lead independent director. The Company believes that combining the positions of Chief Executive Officer and Chairman helps to ensure that the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of Chief Executive Officer and Chairman provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes that a combined Chief Executive Officer/Chairman is well positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a Chairman with an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer).
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended December 31, 2024 and 2023.
Summary Compensation Table
| | Fiscal | Salary | Option Awards (1) | Stock Awards (1) | All Other Compensation (2) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | | Thomas D. Zindrick, J.D. | 2024 | 595,000 | 338,257 | 536,942 | 3,048 | 1,473,247 | | President and Chief Executive Officer | 2023 | 570,519 | 5,479,863 | 151,110 | 471 | 6,201,963 | | Lourie Zak (3) | 2024 | 360,000 | 104,481 | 128,953 | 1,584 | 595,018 | | Former Chief Financial Officer | 2023 | 119,077 | 2,711,285 | - | 157 | 2,830,362 | | Joseph Cappello, Ph.D.(4) Chief Technical Officer | 2024 | 360,000 | 72,088 | 166,678 | 3,048 | 601,814 |
Summary Compensation Table
| (1) The amounts disclosed represent the aggregate grant date fair value of stock options and restricted stock unit awards (“RSUs”) granted to our named executive officers under our 2019 and 2022 Plans, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation—Stock Compensation (“ASC Topic 718”). As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 11 to our annual financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the named executive officer upon vesting or exercise of the stock options and RSUs, or the sale of the common stock underlying such awards. | | (2) Consists of the Company’s contributions to employee life insurance in 2024. | | (3) Ms. Zak joined the Company in August 2023 and as such, her 2023 salary reflects the pro rata amount earned in 2023. Ms. Zak resigned as our Chief Financial Officer in January 2025. | | (4) Dr. Cappello was not a “named executive officer” during fiscal year 2023 and accordingly his 2023 compensation is not presented in the table above. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(2) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Thomas D. Zindrick, J.D. | 9/19/2017(3) | 200,000 | — | 6.00 | 9/19/2027 | — | — | | | 9/19/2017(3) | 725,000 | — | 6.00 | 9/19/2027 | — | — | | | 3/23/2020(3) | 157,372 | — | 6.00 | 3/23/2030 | — | — | | | 9/24/2020(3) | 23,568 | — | 6.00 | 9/24/2030 | — | — | | | 9/11/2023(4)(6) | 78,125 | 171,875 | 22.40 | 9/11/2033 | — | — | | | 12/18/2024(4)(6) | — | 183,000 | 2.29 | 12/18/2034 | | | | | 12/18/2024(5)(6) | — | — | — | — | 134,500 | 317,420 | | Lourie Zak | 9/11/2023(4)(6) | 50,000 | 100,000 | 22.40 | 9/11/2033 | — | — | | | 12/18/2024(4)(6) | — | 56,525 | 2.29 | 12/18/2034 | | | | | 12/18/2024(5)(6) | — | — | — | — | 41,650 | 98,294 | | Joseph Cappello, Ph.D. | 5/1/2015(3)(6) | 50,000 | — | 6.00 | 5/1/2025 | | | | | 9/13/2017(3)(6) | 80,000 | — | 6.00 | 9/13/2027 | | | | | 12/31/2016(3)(6) | 16,666 | — | 6.00 | 12/31/2026 | | | | | 9/24/2020(4)(6) | 13,333 | — | 6.00 | 9/24/2030 | | | | | 09/11/2023(4)(6) | 20,312 | 44,688 | 22.40 | 09/11/2033 | | | | | 12/18/2024(4)(6) | — | 39,000 | 2.29 | 12/18/2034 | | | | | 12/18/2024(5)(6) | | | | | 29,000 | 68,440 |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the option and RSU awards were granted under the 2009 Plan, the 2019 Plan, the 2022 Plan or the 2023 Inducement Plan, the terms of which are described below under “Employee Benefit and Stock Plans.” | | (2) In September 2022, the Board approved a stock option repricing whereby the exercise prices of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $9.00 and $10.50 per share, were adjusted to equal the initial offering price of $6.00, contingent and effective upon the completion of the Company’s initial public offering. | | (3) All shares subject to this option award were fully vested as of the date of grant. | | (4) The shares subject to this option award vest as to 25% of the total shares on the one-year anniversary of the vesting commencement date, and vest in 36 equal monthly installments thereafter, subject to continuous service through each such date. | | (5) The shares subject to this RSU award vest as to 25% of the total shares on the one-year anniversary of the vesting commencement date, and the balance of the shares subject to each RSU will vest as to 8.33% on each of the subsequent twelve Quarterly Vesting Dates, subject to continuous service through each such date. “Quarterly Vesting Dates” generally mean each of March 1, June 1, September 1, and December 1. | | (6) In the event the holder is terminated without cause within three months prior to, or within eighteen months following, a change in control, or resigns for good reason within such period, then the unvested portion of this option or RSU shall vest and become exercisable in full. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. The Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused paid time off, as applicable. Pursuant to the terms of Mr. Zindrick’s employment agreement, in the event he is subject to a termination without “cause” or he resigns for “good reason” (each, as defined in Mr. Zindrick’s employment agreement), Mr. Zindrick shall be entitled to receive (i) continued payment of his base salary for twelve (12) months and Company-paid COBRA premiums for up to twelve (12) months, and (ii) in the event of a termination by the Company without cause, 100% of his target annual bonus for the calendar year in which the separation occurs. In the event Mr. Zindrick is subject to a termination without cause or he resigns for good reason within three (3) months prior to or eighteen (18) months following a “change in control” (as defined in the 2022 Plan), Mr. Zindrick shall be entitled to receive (i) a lump sum cash payment equal to eighteen (18) months of his then-current base salary and 100% of his target annual bonus for the calendar year in which the separation occurs; and (ii) Company-paid COBRA premiums for up to eighteen (18) months. Such benefits are contingent on Mr. Zindrick’s execution and nonrevocation of a general release of claims against the Company. For a description of Ms. Zak’s Separation Agreement, please see the description included under “—Agreements with Named Executive Officers.” Pursuant to the terms of Dr. Cappello’s employment agreement, in the event he is subject to termination for any reason, Dr. Cappello is entitled to all accrued and unpaid wages earned through Dr. Cappello’s last day of employment. In the event Dr. Cappello is subject to an “involuntary termination” that does not occur within the “change in control period” (each, as defined in Dr. Cappello’s employment agreement), Dr. Cappello shall be entitled to Company-paid COBRA premiums for up to twelve (12) months. In the event Dr. Cappello is subject to an “involuntary termination” during a “change in control period,” Dr. Cappello is entitled to receive (i) a lump sum cash payment equal to twelve (12) months of his then-current base salary and (ii) Company-paid COBRA premiums for up to twelve (12) months. Such benefits are contingent on Dr. Cappello’s execution and nonrevocation of a general release of claims against the Company.
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on the Board during the year ended December 31, 2024. Thomas D. Zindrick, J.D., our current President and Chief Executive Officer, was also a member of the Board during 2024, but did not receive any additional compensation for his service as a director on the Board. Mr. Zindrick’s compensation as an executive officer is set forth in the section titled “Executive Compensation—Summary Compensation Table.” All of our non-employee directors are entitled to reimbursement of direct expenses incurred in connection with attending meetings of the Board or committees thereof.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Total ($) | | James L. Tyree | 70,000 | 77,500 | 77,500 | 225,000 | | John Thomas, Ph.D. | 64,000 | 77,500 | 77,500 | 219,000 | | Mary Mirabelli | 60,500 | 77,500 | 77,500 | 215,500 | | John Smither | 76,500 | 77,500 | 77,500 | 216,500 |
Non-Employee Director Compensation
| (1) The amounts reported in this column do not reflect dollar amounts actually received by the director. Instead, the amounts reflect the aggregate grant date fair value of the stock options and RSU’s granted to the director during 2024 under the 2022 Plan, computed in accordance with ASC Topic 718, as further described below. As required by SEC rules, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions. The amount reported in this column reflects the accounting cost for these stock options and does not correspond to the actual economic value that may be received by the director upon the exercise of the stock options or any sale of the underlying shares of common stock. | | The table below sets forth the aggregate number of shares subject to outstanding stock options beneficially owned by each of our directors as of December 31, 2024: |
Non-Employee Director Compensation
| Name | Number of Shares Underlying Outstanding Options as of December 31, 2024 | Number of Shares Underlying Outstanding RSU Awards as of December 31, 2024 | Total Shares | | James L. Tyree | 206,433 | 39,541 | 245,974 | | John Thomas, Ph.D. | 135,606 | 39,541 | 175,147 | | Mary Mirabelli | 79,866 | 39,541 | 119,407 | | John Smither | 58,916 | 44,154 | 103,070 |
Non-Employee Director Compensation
The exercise price of each option is equal to the fair market value of our common stock as of the date of grant. In October 2024, the Company’s Board, following consultation with the Compensation Committee and the Company’s compensation consultant, approved and awarded Mr. Smither a one-time cash payment of $15,000 for his advisory contributions to the Company’s strategic financing transactions, which is reflected in the table above.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We maintain a non-employee director compensation policy (as amended, the “compensation policy”) that is applicable to all of our non-employee directors, which was effective from the date of our initial public offering, and was most recently amended in September 2023. This compensation policy provides that each such non-employee director will automatically receive the following compensation for service on the Board:
Non-Employee Director Compensation Policy
| ● | an annual cash retainer of $40,000; |
Non-Employee Director Compensation Policy
| ● | an additional annual cash retainer of $30,000 to the lead independent director of the Board; | | ● | an additional annual cash retainer of $15,000, $10,000, and $8,000 for service as chair of our Audit Committee, Compensation Committee and Nominating Committee, respectively; | | ● | an additional annual cash retainer (not applicable to committee chairs) of $7,500, $5,000, and $4,000 for service as a member of our Audit Committee, Compensation Committee and Nominating Committee, respectively; | | ● | for each eligible director who is first elected or appointed to the Board, an initial option to purchase a number of shares of our common stock with a grant-date value of $155,000 and a restricted stock unit award with a grant-date value of $155,000 (the “Initial Grants”). These Initial Grants will vest in equal installments every three months over a three year period such that the Initial Grants are fully vested on the third anniversary of the date of grant, subject to the directors’ continuous service through each such vesting date, and will vest in full upon a Change in Control (as defined in the 2022 Plan). The number of shares underlying stock options shall be calculated based on the grant date fair value of a share of our common stock using a Black-Scholes model. The number of shares underlying restricted stock unit awards shall be calculated in accordance with the Company’s equity award policy in effect from time to time; and | | ● | an annual option grant to purchase a number of shares of our common stock with a grant-date value of $77,500 and a restricted stock unit award with a grant-date value of $77,500 (the “Annual Grants”); provided, however, that if a director has not served as member of the Board for 12 months prior to the applicable annual stockholder meeting, the number of shares subject to such individual’s Annual Grants will be pro-rated based on the number of full months served on the Board, rounded to the nearest whole share. The Annual Grants will vest on the first anniversary of the date of grant, provided that the Annual Grants will in any case be fully vested on the date of Company’s next annual stockholder meeting, subject to the director’s continuous service through such vesting date and will vest in full upon a Change in Control (as defined in the 2022 Plan). The number of shares underlying stock options shall be calculated based on the grant date fair value of a share of our common stock using a Black-Scholes model. The number of shares underlying restricted stock unit awards shall be calculated in accordance with the Company’s equity award policy in effect from time to time. |
Non-Employee Director Compensation Policy
Each of the option grants and restricted stock unit awards described above will be granted under our 2022 Plan. The term of each option will be 10 years, subject to earlier termination as provided in the 2022 Plan. In addition, the Board or the Compensation Committee may from time to time determine to make discretionary cash awards and/or discretionary grants of stock options or other equity awards under the 2022 Plan to our non-employee directors in connection with their service on the Board.