DEF 14A of PDS Biotechnology Corp
Filed Apr 29, 2024 · FY20230001140361-24-022685
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes: Class A, Class B and Class C, with each class serving a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors that may serve on the Board, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has seven members. The two nominees for director this year are Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D. each of whom is a current director. If elected at the Annual Meeting, each of Dr. Bedu-Addo and Dr. Brawley would serve until the 2027 annual meeting or until their successor has been duly elected and qualified, or their earlier death, resignation or removal. No director or nominee for director is related to any other director or executive officer of PDS Biotech or nominee for director by blood, marriage or adoption. Our directors are expected to attend our Annual Meeting via the Internet. There are no arrangements or understandings between any nominee and any other person pursuant to which each such the nominee was selected. Directors are elected by a plurality of the votes cast of the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, each of Dr. Bedu-Addo and Dr. Brawley will be elected if they receive a plurality of the votes cast. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of Dr. Bedu-Addo and Dr. Brawley. If Dr. Bedu-Addo and Dr. Brawley become unavailable for election as a result of an unexpected occurrence, shares that would have been voted for such person will instead be voted for the election of a substitute nominee proposed by the Board. Dr. Bedu-Addo and Dr. Brawley have each agreed to serve if elected. Our management has no reason to believe that either Dr. Bedu-Addo or Dr. Brawley will be unable to serve. The following table provides information on the nominees for the position of director of PDS Biotech as of the Record Date and for each director continuing in office after the Annual Meeting.
ELECTION OF DIRECTORS
| Name | Age | | Nominees for Director | | | (Class C − Term expiring at our annual meeting of stockholders in 2027) | | | Frank Bedu-Addo, Ph.D. | 59 | | Otis Brawley, M.D. | 64 | | Directors Continuing in Office | | | (Class A − Term expiring at our annual meeting of stockholders in 2025) | | | Stephen Glover | 64 | | Gregory Freitag, J.D., CPA | 62 | | Sir Richard Sykes | 79 | | (Class B − Term expiring at our annual meeting of stockholders in 2026) | | | Kamil Ali-Jackson, Esq. | 65 | | Ilian Iliev, Ph.D. | 48 |
CLASS C NOMINEES FOR ELECTION FOR A
CLASS C NOMINEES FOR ELECTION FOR A
THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING
THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING Frank Bedu-Addo, Ph.D. Dr. Bedu-Addo has served as director, President and Chief Executive Officer of PDS Biotech since March 2019. Dr. Bedu-Addo is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for the oversight, development and implementation of both operational and drug development strategies in both large organizations and emerging biotechnology companies. Dr. Bedu-Addo was a member of the senior executive team at KBI BioPharma, Inc. As Vice President of Drug Development, he oversaw all operations including business development, drug development/manufacturing and profit and loss. Before his tenure at KBI, he successfully started and managed Cardinal Health’s East Coast biotechnology drug development and manufacturing operations. Prior to Cardinal Health, Dr. Bedu-Addo was an Associate Director at Akzo-Nobel, Senior Scientist at Elan (The Liposome Co.), and Principal Scientist at Schering-Plough. In these positions, he contributed to the development of numerous drugs, including antiviral and anticancer products. Dr. Bedu-Addo obtained both his M.S. in Chemical Engineering and Ph.D. in Pharmaceutics from the University of Pittsburgh. The Board believes that Dr. Bedu-Addo’s perspective and experience as our President and CEO, as well as his depth of operating and senior management experience in the pharmaceuticals industry and educational background, provide him with the qualifications and abilities to serve as a director. Otis Brawley, M.D. Dr. Brawley has served on the Board since November 2020. Dr. Otis Brawley, M.D. is a renowned oncologist and a seasoned pharmaceutical director who has served on several boards including the boards of companies developing and commercializing oncology products. Dr. Brawley is currently the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University. Dr. Brawley served as the Chief Medical and Scientific Officer at the American Cancer Society from 2007 through 2018, and is a former member of the FDA Oncologic Drug Advisory Committee (ODAC). Dr. Brawley is a current member of the National Cancer Institute’s (NCI) Board of Scientific Counselors. Formerly, Dr. Brawley was a professor in the Department of Hematology and Oncology at the Emory University School of Medicine. He was also previously a senior investigator at the National Institute of Health (NIH) and NCI. In 2013, he was the recipient of a Special Recognition Award from the American Society of Clinical Oncology. Dr. Brawley is currently a director at Jackson Laboratories, a nonprofit biomedical research center focused on developing genomic solutions to disease including personalized, tailored therapeutics for individual cancers; formerly, he was a Director for the Theragenics Corporation, a publicly traded company with commercialized medical devices for brachytherapy, surgery and wound closure. Dr. Brawley is also on the board of Incyte Corporation, a biopharmaceutical company focused on discovery, development and commercialization of proprietary therapeutics, Agilent Technologies, an analytical instrumentation development and manufacturing company, and Lyell Immunopharma, Inc., a private biotechnology company. Dr. Brawley received an M.D. from the University of Chicago, Pritzker School of Medicine. He completed an internal medicine residency at Case-Western Reserve University and a fellowship in medical oncology at the NCI. He is board certified in internal medicine and medical oncology. In 2013, he was the recipient of a Special Recognition Award from the American Society of Clinical Oncology. In 2019 he was given the American Medical Association Distinguished Service Award. Dr. Brawley is an elected member of the National Academy of Medicine. The Board believes that Dr. Brawley’s expertise in the field of Oncology as well as his experience on public company and non-profit boards and his educational background provide him with the qualifications and abilities to serve as a director. A VOTE IN FAVOR OF ITS NOMINEES.
CLASS A DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING
CLASS A DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING
Gregory Freitag J.D., CPA
Gregory Freitag J.D., CPA Mr. Freitag has served on the Board since March 2019. Mr. Freitag currently serves as a member of the board of directors of ZyVersa Therapeutics (Nasdaq: ZVSA), a clinical-stage specialty biopharmaceutical company focused on developing drugs to treat inflammatory and renal diseases. Mr. Freitag also serves as a member of the board of directors of Axogen, Inc. (Nasdaq: AXGN) and previously served as its Special Counsel until his retirement in April 2021, its General Counsel from September 2011 to December 2019, Chief Financial Officer from September 2011 to May 2014 and August 2015 to March 2016 and Senior Vice President of Business Development at Axogen from May 2014 until October 2018. Axogen, Inc. is a leading regenerative medicine company dedicated to peripheral nerve repair. Mr. Freitag was Chief Executive Officer, Chief Financial Officer and a board member from June 2010 through September 2011 of LecTec Corporation, an intellectual property licensing and holding company that merged with Axogen in September 2011. Mr. Freitag is a principal of FreiMc, LLC, a healthcare and life science consulting and advisory firm he founded that provides strategic guidance and business development services. Prior to founding FreiMc, Mr. Freitag was a Director of Business Development at Pfizer Health Solutions, a former subsidiary of Pfizer, Inc. and worked for Guidant Corporation in their business development group. Prior to Guidant Corporation, Mr. Freitag was the Chief Executive Officer of HTS Biosystems, a biotechnology tools start-up company and was the Chief Operating Officer, Chief Financial Officer and General Counsel of Quantech, Ltd. Prior to Quantech, Mr. Freitag practiced corporate law in Minneapolis, Minnesota. The Board believes that Mr. Freitag’s leadership, legal, corporate governance and accounting experiences and knowledge, as well as his familiarity with the life sciences industry and PDS Biotech, provide him with the qualifications and skills to serve as a director.
Stephen Glover
Stephen Glover Mr. Glover has served on the Board since April 2019 and is the Chairman of the Board. Mr. Glover is the Co-Founder and Managing Principal for Asclepius Life Sciences Fund, LP, and the Co-Founder, Chairman and CEO of ZyVersa Therapeutics, a public NASDAQ company (ZVSA). ZyVersa is a clinical-stage specialty biopharmaceutical company focused on developing drugs to treat inflammatory and renal diseases. Mr. Glover has extensive experience executing biopharmaceutical company turnarounds and growing top line revenues, with a focus on pharmaceutical business strategy corporate development, product development, commercialization and business optimization. His vast experience spans Fortune 100, start up and entrepreneurial environments and his transaction experience covers over 25 transactions totaling over $10 billion. His strategic and operational experience, which covers most therapeutic classes of biopharmaceuticals, includes strategic planning, corporate development, operations management, product development, clinical and regulatory, product marketing and sales management. Prior to co-founding ZyVersa, Mr. Glover was Co-Founder and Chief Business Officer of Coherus BioSciences, a commercial biologics platform Company focused on delivering biosimilar therapeutics and novel oncology treatments which went public in 2014. Previously, he was President of Insmed Therapeutic Proteins and EVP and Chief Business Officer of Insmed Incorporated, where he was responsible for the creation of the Company’s biosimilar business unit and divestiture of that business to Merck and led the strategic review process that resulted in the merger of Insmed and Transave. Prior to joining Insmed, Mr. Glover held senior-level positions in sales, marketing and operations at Andrx Corporation, Roche Laboratories, Amgen and IMS Health. He currently serves as a Director of ZyVersa Therapeutics, and Asclepius, as well as a BOD member of the Coulter Foundation as the University of Miami U Innovation Life Sciences Office. He holds a bachelor’s degree in Marketing from Illinois State University. The Board believes Mr. Glover’s broad industry experience as well as his experience as a founder and strategic leader provides him with the qualifications and skills to serve as a director.
Sir Richard Sykes
Sir Richard Sykes Sir Richard Sykes has served on the Board since March 2019. Sir Richard has served as Chairman of King Edward VII’s Hospital since 2019. Sir Richard is also the President of the Research and Development Society where he has served since 2002. Sir Richard has been a member of the Joint Advisory Board for the Grantham Institute at Imperial College London and the Grantham Research Institute at LSE since 2021. Prior to that, Sir Richard Sykes was the Chair of the UK Government Vaccine Task Force from 2021 to 2022, Chairman of UK Stem Cell Foundation from 2004 to 2022, Chancellor of Brunel University from 2013 to 2022, Chairman of the Singapore Biomedical Sciences International Advisory Council from 2000 to 2022, a mentor at the Chairman Mentors international (CMi) from 2005 to 2021, Chairman of Imperial College Healthcare NHS Trust from 2012 to 2018, Director at Economic Development Board International (EDBI) Pte Ltd Singapore from 2011 to June 2018, Chairman of the Royal Institution of Great Britain from 2010 to 2022, Chairman of NetScientific plc from 2010 to 2019, Chairman of NHS London from December 2008 to July 2010, the Senior Non-Executive Director of Eurasian National Resources Corp. from 2007 to 2011 (Deputy Chairman from 2009 to 2011), the Vice-Chairman of Lonza Group from 2005 to 2013, Rector of Imperial College London from 2001 to 2008 and Non-Executive Director at Rio Tinto plc and Rio Tinto Ltd from 1997 to 2008 (Senior Independent Director from 2005 to 2008). Sir Richard joined Glaxo Research in 1972 as Head of its Antibiotic Research Unit. In 1977, Sir Richard moved to the US to join the Squibb Institute for Medical Research where he progressed to Vice President, before rejoining Glaxo in the UK as Chief Executive of Glaxo Group Research in 1986. In March 1993, Sir Richard was appointed Chairman and Chief Executive of Glaxo, taking on the same roles at Glaxo Wellcome in 1994 following the acquisition of Wellcome. He subsequently led the company until 2002 through the formation of GlaxoSmithKline. The Board believes that Sir Richard’s extensive leadership experience, experience in biopharmaceutical product development, deep understanding of pharmaceutical development, and broad experience within the biotechnology and pharmaceutical industries provide him with the qualifications and skills to serve as a director.
CLASS B DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
CLASS B DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING Kamil Ali-Jackson, Esq. Ms. Ali-Jackson has served on the Board since February 2020. Ms. Ali-Jackson brings nearly four decades of life sciences industry experience with public and private specialty pharmaceutical, biotech, and biopharmaceutical companies to PDS Biotech. Ms. Ali-Jackson has extensive domestic and international experience with strategic alliances, drug development and commercialization collaborations, and M & A transactions. Ms. Ali-Jackson is the co-founder of Aclaris Therapeutics, Inc. and served as its Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary since its inception in 2012 until her retirement in January, 2022. In addition, Ms. Ali-Jackson co-founded and successfully transitioned several specialty pharmaceutical and biopharmaceutical companies through multi-million dollar acquisitions by global pharmaceutical companies. In 2011, Ms. Ali-Jackson also co-founded NeXeption, Inc., a biopharmaceutical assets management company and was legal counsel for the company and its affiliated companies from 2011 until 2020. She has served as legal counsel and as a licensing business executive for a number of pharmaceutical companies, including Merck & Co. Inc., Dr. Reddy’s Laboratories Ltd., and Endo Pharmaceuticals, Inc. Ms. Ali-Jackson currently serves on the board of directors, audit, finance and compensation committees for Rigel Pharmaceuticals, Inc., a publicly traded biotechnology company, and as an independent director of Moda Operandi, a privately held online luxury retail company. She has also served on several nonprofit boards and currently serves as the Chair of the East Bradford Township Zoning Hearing Board. Ms. Ali-Jackson received her J.D. from Harvard Law School and Bachelor of Arts in politics from Princeton University. She currently serves on the board of trustees of Princeton University. The Board believes that Ms. Ali-Jackson’s leadership, legal, transactional, compliance and corporate governance expertise and knowledge, as well as her experience as an executive officer, legal counsel, and co-founder in the life sciences industry, provide her with the qualifications and skills to serve as a director. Ilian Iliev, Ph.D. Dr. Iliev has served on the Board since April 2020. Dr. Iliev is Chief Executive Officer of NetScientific PLC, a London Stock Exchange listed company investing in deep tech and healthcare in the UK and internationally. Prior to that, he was Managing Director of EMV Capital, a London-based investor in healthcare, energy and industries, which he founded, and was acquired by NetScientific PLC in September 2020. Previously, Dr. Iliev served as the Chief Executive Officer and co-founder of CambridgeIP Ltd, a Cambridge, UK based boutique strategy consultancy focused on technology and IP commercialization. Dr. Iliev serves on the board of directors of several NetScientific portfolio companies including Vortex Biosciences Inc, Glycotest, Wanda Health, Sofant Technologies, Pointgrab, and Q-Bot. He also serves on the board of directors of Cambridge, UK based early-stage venture capital firm Martlet Capital Limited. Dr. Iliev holds a Ph.D. from Cambridge University’s Judge Business School, focused on venture capital business models in emerging economies. He received a Master of Commerce in Economics, and a Bachelor of Arts in Politics, Economics and International Relations from the University of Witwatersrand, South Africa. The Board believes Dr. Iliev’s venture capital and high-growth company experience provides him with the qualifications and skills to serve as a director.
Compensation Committee
| • | reviewing and recommending to the Board the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information for the years ended December 31, 2023 and December 31, 2022 concerning compensation of (i) all individuals serving as our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2023 and (iii) up to two of our most highly compensated executive officers, other than our principal executive officer, that were not serving as executive officers as of December 31, 2023. We refer to these executives as the named executive officers. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.
Summary Compensation Table
| | Year | Salary $ | Bonus $ | Option Awards(1) $ | All Other Compensation $(2) | Total $ | | Frank Bedu-Addo, Ph.D. Chief Executive Officer | 2023 | 580,000 | 255,200 | 4,157,387 | 18,647 | 5,011,234 | | | 2022 | 540,000 | 297,000 | 1,448,448 | 17,100 | 2,302,548 | | Lauren V. Wood, M.D.(3) Former Chief Medical Officer | 2023 | 428,000 | — | 1,195,532 | 9,967 | 1,633,499 | | | 2022 | 400,000 | 160,000 | 440,250 | 8,500 | 1,088,750 | | Matthew Hill(4) Former Chief Financial Officer | 2023 | 366,942 | — | 1,739,348 | 15,167 | 2,121,457 | | | 2022 | 350,000 | 140,000 | — | 14,091 | 504,091 | | Gregory Conn, Ph.D. Chief Scientific Officer | 2023 | 143,880 | 46,042 | 1,480,388 | 4,750 | 1,675,060 | | | 2022 | 132,000 | 52,800 | 557,018 | 5,426 | 747,234 |
Summary Compensation Table
| (1) Amounts shown in this column do not reflect actual compensation received by the named executive officers. The amounts reflect the grant date fair value of stock option awards and are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718-Stock Compensation, and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 8, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The executive will only realize compensation to the extent the trading price of the Company’s common stock is greater than the exercise price of such stock options at the time such options are exercised. |
Summary Compensation Table
| (2) “All Other Compensation” consists of the Safe Harbor 401(k) match under the Company’s 401(k) plan. |
Summary Compensation Table
| (3) Effective as of January 22, 2024, Dr. Wood retired from her position as Chief Medical Officer of the Company. |
Summary Compensation Table
| (4) On November 21, 2023, Matthew Hill submitted his resignation, effective December 1, 2023, as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company. |
Outstanding Equity Awards at Year-End
Outstanding Equity Awards at Year-End The table below sets forth the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2023. We have omitted the “Stock Awards” columns because our named executive officers did not have any stock awards outstanding at 2023 year-end.
Outstanding Equity Awards at Year-End
| | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price | Grant Date | Expiration Date | | Frank Bedu-Addo, Ph.D. | — | 385,300 | $11.61 | 01/05/2023 | 01/05/2033 | | | 139,689 | 151,811 | $6.28 | 01/19/2022 | 01/19/2022 | | | 530,866 | 176,934 | $2.43 | 12/08/2020 | 12/08/2030 | | | 109,354 | 15,636 | $1.45 | 06/23/2020 | 06/23/2030 | | | 100,000 | — | $5.99 | 06/28/2019 | 06/28/2029 | | | 53,173 | — | $9.04 | 03/14/2019 | 03/14/2029 | | | 179,486 | — | $9.04 | 03/14/2019 | 03/14/2029 |
Outstanding Equity Awards at Year-End
| | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price | Grant Date | Expiration Date | | Lauren V. Wood, M.D.(2) | — | 110,800 | $11.61 | 01/05/2023 | 01/05/2033 | | | 42,456 | 46,144 | $6.28 | 01/19/2022 | 01/19/2032 | | | 157,865 | 52,635 | $2.43 | 12/08/2020 | 12/08/2030 | | | 30,589 | 4,411 | $1.45 | 06/23/2020 | 06/23/2030 | | | 62,715 | — | $6.39 | 06/06/2019 | 06/06/2029 | | Matthew Hill | 105,636(3) | — | $12.03 | 10/19/2021 | 03/01/2024 | | Gregory Conn, Ph.D. | — | 137,200 | $11.61 | 01/05/2023 | 01/05/2033 | | | 53,721 | 58,379 | $6.28 | 01/19/2022 | 01/19/2032 | | | 91,788 | 30,612 | $2.43 | 12/08/2020 | 12/08/2030 | | | 30,620 | 4,380 | $1.45 | 06/23/2020 | 06/23/2030 | | | 40,000 | — | $6.39 | 06/06/2019 | 06/06/2029 | | | 44,871 | — | $9.04 | 03/14/2019 | 03/14/2029 | | | 14,450 | — | $15.33 | 07/06/2018 | 07/06/2028 | | | 17,764 | — | $6.87 | 01/31/2016 | 01/31/2026 |
Outstanding Equity Awards at Year-End
| (1) Except as otherwise noted, options vest with respect to one-fourth of the underlying shares on the first anniversary of the grant date and in equal installments of 1⁄36 of the underlying shares on each monthly anniversary of the grant date thereafter for the subsequent 36 months. |
Outstanding Equity Awards at Year-End
| (2) The exercise period for all of Dr. Wood’s vested but unexercised options was extended to January 31, 2026 following her retirement from the Company. |
Outstanding Equity Awards at Year-End
| (3) All of Mr. Hill’s unvested options were forfeited ninety (90) days following his resignation from the Company. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The following table sets forth information regarding the compensation actually paid to our Chief Executive Officer and our other named executive officers compared to certain performance measures for the years ended December 31, 2023, 2022 and 2021. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our named executive officers’ pay. As a clinical-stage biotech company, our executive compensation program does not utilize the Company’s financial results as the primary indicator to determine executive compensation. We believe that the creation of sustainable long-term stockholder value depends on our ability to successfully advance our pipeline, and ultimately, bring those product candidates to market. Consequently, our Compensation Committee has designed our executive compensation program to incentivize our executive officers to create that value through the discovery and development of a robust and attractive pipeline of drug candidates. In determining the amount of the annual incentive award for each of our executive officers, including each of our named executive officers, the Compensation Committee evaluated the corporate performance objectives that had been established at the beginning of the calendar year as well as other corporate and individual achievements and performance throughout the year. These performance objectives included clinical milestones for our lead product candidates, research and development milestones for our early-stage drug candidates and other business objectives. Additionally, grants of equity awards, primarily stock options, to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with shareholders. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our named executive officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our named executive officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(1)(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Total Shareholder Return(4) | Net (Loss) | | 2023 | $5,011,234 | $(2,385,190) | $1,810,005 | $(584,425) | $232.24 | ($42,942,000) | | 2022 | $2,302,548 | $5,453,499 | $756,421 | $1,422,285 | $616.82 | ($40,854,855) | | 2021 | $7,052,855 | $(6,939,706) | $1,921,571 | $1,724,271 | $378.50 | ($16,918,477) |
Pay Versus Performance Disclosure
| (1) For each year shown, the principal executive officer (“PEO”) was Dr. Bedu-Addo, our Chief Executive Officer. For 2023, the other Named Executive Officers (“NEOs”) were Dr. Wood, Mr. Hill and Dr. Conn. For 2022, the other NEOs were Dr. Wood and Mr. Hill. For 2021, the other NEOs were Dr. Conn, Dr. Wood and Mr. Hill. |
Pay Versus Performance Disclosure
| (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) above. See the footnotes to the SCT for further detail regarding the amounts in this column. |
Pay Versus Performance Disclosure
| (3) “Compensation Actually Paid” is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Option Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance Disclosure
| (4) The cumulative total shareholder return (“TSR”) is based on a fixed $100 investment made on December 31, 2020. |
Pay Versus Performance Disclosure
The following tables reflect the adjustments made to SCT total compensation to compute “Compensation Actually Paid” for our PEO and average for our other NEOs.
Pay Versus Performance Disclosure
| PEO | SCT Total Comp | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Equals Compensation Actually Paid | | 2023 | $5,011,234 | ($4,157,387) | $1,672,202 | ($2,684,272) | $0 | ($2,226,967) | ($2,385,190) | | 2022 | $2,302,548 | ($1,448,448) | $3,130,069 | $2,025,694 | $0 | ($556,364) | $5,453,499 | | 2021 | $7,052,855 | ($6,338,772) | $3,613,602 | $587,335 | $1,488,132 | $536,554 | $6,939,706 |
Pay Versus Performance Disclosure
| Other NEOs (Average) | SCT Total Comp | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | Equals Compensation Actually Paid | | 2023 | $1,810,005 | ($1,471,756) | $358,773 | ($500,342) | $0 | ($472,914) | ($308,191) | ($584,425) | | 2022 | $756,421 | ($220,125) | $475,685 | $577,046 | $0 | ($166,741) | $0 | $1,422,285 | | 2021 | $1,921,571 | ($1,634,988) | $954,999 | $132,402 | $233,305 | $116,982 | $0 | $1,724,271 |
Pay Versus Performance Disclosure
Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total shareholder return for the fiscal years ended December 31, 2023, 2022 and 2021. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2020. Compensation Actually Paid and Net Loss The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended December 31, 2023, 2022 and 2021.
Director Compensation
Director Compensation Director Compensation Policy In June 2019, we adopted a director compensation policy. Pursuant to the policy, the annual retainer for non-employee directors is $40,000 and the annual retainer for the chair of the board of directors is $70,000. This director compensation remained unchanged in 2023. Annual retainers for committee membership are as follows:
Director Compensation
| Committee | Annual Retainer | | Audit Committee Chairperson | $18,500 | | Audit Committee Member | $8,000 | | Compensation Committee Chairperson | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Corporate Governance Committee Chairperson | $8,000 | | Nominating and Corporate Governance Committee Member | $4,000 |
Director Compensation
These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses authorized by the board of directors or a committee that are incurred in connection with attending conferences or meetings with management in accordance with a travel policy, as may be in effect from time to time. In addition to the above fees, the board of directors may determine that additional committee fees are appropriate and should be payable for any newly created committee of the board of directors. In addition, we grant to new non-employee directors upon their initial election to the board of directors, an option to purchase 9,000 shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant. Each of these options has a term of 10 years from the date of the award and 1/3 of these options vest on each of the first, second and third anniversaries of the date of grant, subject to the non-employee director’s continued service as a director. This vesting accelerates as to 100% of the shares upon a change in control of the Company. Further, on the dates of each of our annual meetings of stockholders, each non-employee director that has served on our board of directors for at least six months automatically receives an option to purchase 9,000 shares of our common stock at an exercise price equal to the closing price of our common stock on the date of the grant and each non-employee director that has served on our board of directors for less than six months shall receive a pro rata share of such options. Each of these options has a term of 10 years from the date of the award and these options will vest in full on the first anniversary of the date of grant, subject to the non-employee director’s continued service as a director, with 100% acceleration of vesting upon a change in control of the Company. The table below summarizes the compensation paid by PDS Biotech to each non-employee director for the year ended December 31, 2023:
Director Compensation
| Name | Fees Earned Or Paid in Cash $ | Option Awards $(1) | Total $ | | Gregory Freitag, J.D., CPA(2) | 62,500 | 42,992(2) | 105,492 | | Sir Richard Sykes(3) | 51,500 | 42,992(3) | 94,492 | | Stephen Glover(4) | 93,000 | 42,992(4) | 135,992 | | Kamil Ali-Jackson, Esq.(5) | 63,500 | 42,992(5) | 106,492 | | Ilian Iliev, Ph.D.(6) | 40,000 | 42,992(6) | 82,992 | | Otis Brawley, M.D.(7) | 40,000 | 42,992(7) | 82,992 |
Director Compensation
| (1) The amounts shown in this column do not reflect actual compensation received by our directors. The amounts reflect the grant date fair value of option awards and are calculated in accordance with the provisions of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC Topic 718”) and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 8, “Stock-Based Compensation” in the notes to the Company’s financial statements included in our most recent Annual Report on Form 10-K. The director will only realize compensation to the extent the trading price of PDS Biotech’s common stock is greater than the exercise price of such stock options at the time such options are exercised. |
Director Compensation
| (2) Mr. Freitag was appointed as a director of our Board on March 15, 2019. Mr. Freitag held an aggregate of 73,867 option awards as of December 31, 2023. |
Director Compensation
| (3) Sir Richard Sykes was appointed as director of our Board on March 15, 2019. Sir Richard Sykes held an aggregate of 71,474 option awards as of December 31, 2023. |
Director Compensation
| (4) Mr. Glover was appointed to our Board on April 2, 2019. Mr. Glover held an aggregate of 45,000 option awards as of December 31, 2023. |
Director Compensation
| (5) Ms. Ali-Jackson was appointed to our Board on February 21, 2020. Ms. Ali-Jackson held an aggregate of 39,033 option awards as of December 31, 2023. |
Director Compensation
| (6) Dr. Iliev was appointed to our Board on April 8, 2020. Dr. Iliev held an aggregate of 33,374 option awards as of December 31, 2023. |
Director Compensation
| (7) Dr. Brawley was appointed to our Board on November 3, 2020. Dr. Brawley held an aggregate of 36,000 option awards as of December 31, 2023. |
Narrative to Director Compensation Table
Narrative to Director Compensation Table All cash and option awards described in the above table were paid to the Company’s non-employee directors pursuant to the Company’s director compensation policy for non-employee directors, as described in detail above under the heading “Director Compensation.”