Paul Lytle
About Paul Lytle
Paul Lytle (age 57) is Chief Financial Officer of Actuate Therapeutics (ACTU), appointed Interim CFO on February 17, 2024 and CFO effective June 1, 2024 . He is a veteran public-company finance executive (Avid Bioservices CFO 1997–2018; Breathe Technologies EVP/CFO 2018–2019; co‑founder/CFO of Mosaic ImmunoEngineering since August 2020; co‑founder/CFO of Thendor Therapeutics since September 2023) and is a CPA (inactive) with a B.S. in Business (Accounting) from California State University–Long Beach . ACTU completed its IPO on August 14, 2024, raising net proceeds of $19.2 million, and Mr. Lytle signed the company’s 2024 Form 10‑K officer certifications as Principal Financial and Accounting Officer . The company has not disclosed TSR, revenue growth, or EBITDA growth metrics specific to his tenure in the proxy/10‑K; ACTU remains a clinical‑stage company .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avid Bioservices, Inc. | Chief Financial Officer | 1997–2018 | Long-tenured public‑company CFO (biologics development/CDMO) |
| Breathe Technologies, Inc. | EVP & Chief Financial Officer | 2018–2019 | Company was acquired by Hillrom in Aug 2019 during his tenure |
| Actuate Therapeutics, Inc. | Interim CFO → CFO | Feb 2024 → Jun 2024–present | Took finance leadership through post‑IPO period; 10‑K certifications |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mosaic ImmunoEngineering, Inc. (public) | Co‑Founder; EVP & CFO; Director | Since Aug 2020 | Concurrent external CFO and board role |
| Thendor Therapeutics, LLC (private) | Co‑Founder & CFO | Since Sep 2023 | Concurrent external CFO role |
Fixed Compensation
| Comp Element | 2024 | 2025 (current terms) |
|---|---|---|
| Base Salary | $210,000 (partial‑year as employee from Jun 1; consulting fees pre‑hire: $98,517) | $360,000 base; Board approved increase to $435,363 contingent on ≥$25M additional equity financing |
| Target Bonus % | 40% of base salary | 40% of base salary |
| Actual Bonus | $84,000 (not yet paid as of proxy date) | Not disclosed |
Performance Compensation
Equity awards and vesting
| Grant date | Instrument | Shares | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| Aug 12, 2024 (IPO) | Non‑qualified stock options | 234,971 | $8.00 | Aug 12, 2034 | 25% vests on Jun 1, 2025; remaining 75% monthly over 36 months thereafter |
| Apr 1, 2025 | Options – Base Pay True Up | 1,900 | — | — | 25% on Aug 14, 2025; remaining 75% monthly over 36 months thereafter |
| Apr 1, 2025 | Options – Equity True Up | 39,999 | — | — | 25% on Aug 14, 2025; remaining 75% monthly over 36 months thereafter |
| Apr 1, 2025 | Options – Annual Grant | 49,394 | — | — | 25% on first anniversary of grant; remaining 75% monthly over 36 months after year‑1 |
Notes:
- 2024 option grant equaled 1.0% of fully diluted shares outstanding at IPO (234,971 options) .
- 2024 total “Option Awards” grant date fair value recognized for compensation reporting: $1,503,579 .
Event-based (sale/change‑of‑control) economics
| Trigger | Economics | Vesting treatment |
|---|---|---|
| Company sold for cash ≥$29.56/share on or before Dec 31, 2026 | Grant of common shares to bring Lytle’s total ownership to 2.0% of fully diluted shares immediately prior to closing (subject to plan limits) | Shares issued in such transaction will be fully vested at grant |
| Change in Control + qualifying termination (−6 to +12 months) | Cash severance equal to 50% of then‑current base salary, reduced by standard severance (see below) | Standard severance otherwise applies |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 0 shares beneficially owned (not including unexercisable options) |
| Outstanding options (12/31/2024) | 234,971 unexercisable options at $8.00; expiration 8/12/2034 |
| Stock ownership guidelines | Not disclosed in DEF 14A/10‑K reviewed |
| Hedging/derivatives; shorting; pledging/margin | Company policy prohibits hedging, short sales, trading in options/derivatives, and prohibits holding on margin or pledging for directors and officers |
Employment Terms
| Term | Detail |
|---|---|
| Start dates | Interim CFO: Feb 17, 2024; CFO: Jun 1, 2024 |
| Base salary; target bonus | $360,000 base; target bonus up to 40% of base; Board‑approved increase to $435,363 contingent on ≥$25M equity raise |
| Termination | Either party may terminate on 30 days’ notice |
| Severance (without cause/for good reason) | 50% of then‑current base salary (“CFO Standard Severance Benefits”) |
| Change‑in‑control severance (double trigger) | If terminated by ACTU without cause/for good reason within −6/+12 months of a CIC: payment equal to 50% of base salary, reduced by CFO Standard Severance Benefits |
| 10b5‑1 and trading policy | Company insider trading policy requires pre‑clearance for Designated Persons and restricts trading during blackout periods |
| Clawback policy | Compensation recovery policy compliant with Nasdaq rules; recoups excess incentive compensation upon an accounting restatement over the prior three completed fiscal years |
Vesting Schedules and Potential Selling Pressure (next 24–36 months)
- 2024 IPO options: 25% cliff on Jun 1, 2025; remaining 75% monthly over the subsequent 36 months .
- 2025 Special Option Grants (Base Pay True Up + Equity True Up): 25% on Aug 14, 2025; remaining 75% monthly over the subsequent 36 months .
- 2025 Annual Option Grant: 25% on Apr 1, 2026; remaining 75% monthly over the subsequent 36 months .
- Company policy prohibits hedging/pledging and requires pre‑clearance; regular blackout periods apply (which can influence timing of Form 4 activity) .
Compensation Structure Analysis
- Pay mix (2024): Heavy equity orientation ($1.50M option grant date fair value) relative to cash salary ($210k) and bonus accrual ($84k), indicating high at‑risk compensation aligned to equity value creation .
- Annual cash incentive framework: Up to 40% of base salary based on “milestones mutually agreed” (specific metrics/weightings not disclosed) .
- Event-driven alignment: Single‑trigger equity grant to 2.0% ownership if the company is sold for cash ≥$29.56/share by 12/31/2026, which can incentivize strategic transaction value realization (subject to plan limits) .
Performance & Track Record (select facts disclosed)
- CFO signature on 2024 Form 10‑K officer certifications; company status as clinical‑stage with ongoing Phase 2 program disclosures; IPO net proceeds of $19.2M (Aug 14, 2024) .
- No TSR, revenue or EBITDA performance disclosure tied to his tenure in the reviewed documents .
Compensation Committee Analysis
- Compensation Committee members: Dan Zabrowski (Chair), Amy Ronneberg, Roger Sawhney (all independent under Nasdaq rules) .
- Consultant: Anderson Pay Advisors LLC retained by the Committee; the company reports no conflict of interest .
Risk Indicators & Red Flags
- Hedging/pledging banned; short sales and derivative transactions prohibited for insiders, reducing misalignment risk .
- Clawback policy adopted and detailed (covers cash and equity incentive compensation) .
- Change‑in‑control benefits are modest (0.5x base salary) and double‑trigger, limiting windfall risk; however, a single‑trigger equity grant to 2% ownership at a sale ≥$29.56/share concentrates incentives toward M&A outcomes before 12/31/2026 .
Investment Implications
- Strong equity orientation (options plus sale‑trigger grant to 2%) suggests high alignment with equity value creation and potential strategic transaction incentives through 2026; the sale price condition ($29.56/share) and 2% ownership grant are notable levers .
- Near‑term vesting events in 2025 (June 1 and August 14 cliffs) and subsequent monthly vesting could produce Form 4 activity; blackout periods and pre‑clearance may affect timing .
- Governance protections (clawback; hedging/pledging bans; independent comp committee; modest double‑trigger severance) mitigate classic pay‑risk concerns, though concurrent external CFO roles warrant monitoring for bandwidth and potential conflicts, if any emerge in practice .