Companies Tonix Pharmaceuticals Holding
Tonix Pharmaceuticals (TNXP): executive pay, fiscal 2025
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CEO pay, last three years
- $2,050,065FY2023
- $1,809,767FY2024
- $3,168,830FY2025
CEO total pay was $3,168,830 in fiscal 2025, up from $1,809,767 in fiscal 2024.
FY2025: salary $702,000 · bonus $596,700 · stock awards $0 · option awards $1,870,130
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Seth Lederman | $702,000 | $596,700 | $0 | $1,870,130 | $0 | $0 | $0 | $3,168,830 |
| Chief Executive Officer | ||||||||
| Jessica Morris | 522,912 | 261,450 | 0 | 441,907 | 0 | 0 | 0 | 1,226,269 |
| Chief Operations Officer | ||||||||
| Gregory Sullivan | 519,168 | 259,600 | 0 | 437,774 | 0 | 0 | 0 | 1,216,542 |
| Chief Medical Officer | ||||||||
| Bradley Saenger | 502,944 | 251,450 | 0 | 389,119 | 0 | 0 | 0 | 1,143,513 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Seth Lederman | $3,168,830 | $1,809,767 | $2,050,065 | ↑ +1,359,063 |
| Jessica Morris | 1,226,269 | 887,741 | 928,599 | ↑ +338,528 |
| Gregory Sullivan | 1,216,542 | 922,444 | 951,998 | ↑ +294,098 |
| Bradley Saenger | 1,143,513 | 849,981 | 904,913 | ↑ +293,532 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The company's compensation program is designed to enhance shareholder value by attracting, motivating, and retaining qualified individuals. It emphasizes pay-for-performance, linking compensation to individual and corporate performance, and uses equity as a key component to align executive interests with shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon plc |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jessica Morris | OPTION | 2025-02-25 | — | — | 29,291 | — | $220,116 |
| Bradley Saenger | OPTION | 2025-02-25 | — | — | 25,792 | — | 195,297 |
| Gregory Sullivan | OPTION | 2025-02-25 | — | — | 29,017 | — | 219,717 |
| Gregory Sullivan | OPTION | 2025-02-25 | — | — | 29,017 | — | 218,057 |
| Seth Lederman | OPTION | 2025-02-25 | — | — | 123,958 | — | 931,520 |
| Seth Lederman | OPTION | 2025-02-25 | — | — | 123,958 | — | 938,610 |
| Jessica Morris | OPTION | 2025-02-25 | — | — | 29,291 | — | 221,791 |
| Bradley Saenger | OPTION | 2025-02-25 | — | — | 25,792 | — | 193,822 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jessica Morris | $0 | $0 | $441,907 | 0.0% |
| Bradley Saenger | 0 | 0 | 389,119 | 0.0% |
| Gregory Sullivan | 0 | 0 | 437,774 | 0.0% |
| Seth Lederman | 0 | 0 | 1,870,130 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bradley Saenger | Option | 25,792 | 8.05 | — |
| Bradley Saenger | Option | 25,792 | 10.06 | — |
| Gregory Sullivan | Option | 29,017 | 8.05 | — |
| Gregory Sullivan | Option | 29,017 | 10.06 | — |
| Jessica Morris | Option | 29,291 | 8.05 | — |
| Jessica Morris | Option | 29,291 | 10.06 | — |
| Seth Lederman | Option | 123,958 | 8.05 | — |
| Seth Lederman | Option | 123,958 | 10.06 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James HunterIndependent | $30,250 | — | $249,957 | — | — | $280,207 |
| James TrecoIndependent · Lead Independent Director · Audit (Chair) · Nominating and Corporate Governance | 75,000 | — | 188,830 | — | — | 263,830 |
| Margaret Smith BellIndependent · Audit · Compensation (Chair) | 55,000 | — | 188,830 | — | — | 243,830 |
| Adeoye OlukotunIndependent · Compensation | 55,000 | — | 188,830 | — | — | 243,830 |
| Newcomb StillwellIndependent · Audit · Nominating and Corporate Governance | 55,000 | — | 188,830 | — | — | 243,830 |
| Richard BaggerIndependent · Audit · Nominating and Corporate Governance (Chair) | 55,000 | — | 188,830 | — | — | 243,830 |
| David GrangeIndependent · Compensation · Nominating and Corporate Governance | 55,000 | — | 188,830 | — | — | 243,830 |
| Carolyn TaylorIndependent · Compensation | 55,000 | — | 188,830 | — | — | 243,830 |
| Seth LedermanEmployee director · Board Chair | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $55,000 |
|---|---|
| Annual equity retainer | $188,830 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $435,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $435,250 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Tonix Pharmaceuticals as a peer
Companies that benchmark against TNXP
No companies currently name TNXP as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Tonix Pharmaceuticals Holding | 2025 | Seth Lederman | $702,000 | $0 | $1,870,130 | $0 | $3,168,830 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-05-08 | 1,045,066 | 297,523 | 162,595 | 77.84% | Passed |
| 2019 | 2019-05-03 | 695,330 | 140,894 | 11,727 | 82% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2025 | 2025-05-08 | 77.84%a |
| 2019 | 2019-05-03 | 82%b |
a. Approved under the standard stated in the filing — “Approval of all other matters requires the affirmative vote of a majority of the votes cast on the applicable matter at the Annual Meeting in person via attendance at the virtual Annual Meeting or by proxy. || Abstentions: Abstentions, broker non-votes and directions to withhold authority will not be counted as votes cast and accordingly will have no effect on the outcome of any proposal.”.
b. Approved under the standard stated in the filing — “Approval of this resolution requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the Annual Meeting. || Abstentions: Abstentions and broker non-votes will not be counted as votes with respect to any matter, but may have the effect of a vote against certain matters to come before the meeting, as described elsewhere in this Proxy.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 2 : 1 |
|---|---|
| CEO total compensation | $3,168,830 |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (28 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Seth Lederman. DEF 14A, filed 2026-03-30. Section “Summary Compensation Table” · page 39. As printed: 3,168,830. View filing ↗
- Section 01, Jessica Morris. DEF 14A, filed 2026-03-30. Section “Summary Compensation Table” · page 40. As printed: 1,226,269. View filing ↗
- Section 01, Gregory Sullivan. DEF 14A, filed 2026-03-30. Section “Summary Compensation Table” · page 40. As printed: 1,216,542. View filing ↗
- Section 01, Bradley Saenger. DEF 14A, filed 2026-03-30. Section “Summary Compensation Table” · page 40. As printed: 1,143,513. View filing ↗
- Section 03, Jessica Morris OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Bradley Saenger OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Gregory Sullivan OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Gregory Sullivan OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Seth Lederman OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Seth Lederman OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Jessica Morris OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Bradley Saenger OPTION. DEF 14A, filed 2026-03-30. Section “Grants of Plan-Based Awards in Fiscal 2025” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-30. Section “CEO Pay Ratio”. As printed: 2 : 1. View filing ↗
- Section 08, James Hunter. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 280,207. View filing ↗
- Section 08, James Treco. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 263,830. View filing ↗
- Section 08, Margaret Smith Bell. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, Adeoye Olukotun. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, Newcomb Stillwell. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, Richard Bagger. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, David Grange. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, Carolyn Taylor. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 243,830. View filing ↗
- Section 08, Seth Lederman. DEF 14A, filed 2026-03-30. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-08. Item 5.07 · say-on-pay result. As reported: 77.84% (votes for as printed: 1,045,066). View filing ↗
- Section 06, 2019 vote. Form 8-K, filed 2019-05-08. Item 5.07 · say-on-pay result. As reported: 82% (votes for as printed: 695,330). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 435,250 + equity 0 + all other 0 = 435,250, summed across the director compensation table rows.
- Tonix Pharmaceuticals Holding (subject), Section 10b CEO total. DEF 14A, filed 2026-03-30. CEO total compensation as printed in Tonix Pharmaceuticals Holding's own proxy. As printed: 3,168,830. View filing ↗