Corinne Pankovcin

About Corinne Pankovcin

Corinne Pankovcin is Aditxt’s Chief Mergers & Acquisitions Officer (since January 2024), previously Chief Commercialization Officer (April–December 2023), President (September 2021–April 2023) and CFO (July 2020–August 2021). She is 57, a CPA, with a B.S. in Accounting (Dowling College) and an MBA (Hofstra University); prior roles include CFO/MD/Treasurer at BDCA (2015–2019) and CFO/Treasurer at BlackRock Capital Investment Corporation (2011–2015), with earlier leadership at AIG Capital Partners and ten years at PwC (1991–2001) . The company does not disclose TSR/revenue/EBITDA performance ties for her compensation; her bonus is “based on performance objectives” set by the Board/Comp Committee, but specific metrics and outcomes are not provided .

Past Roles

External Roles

Fixed Compensation

Notes:

• Employment agreement (Nov 14, 2021) sets base pay and target bonus; actual payouts remain discretionary and metric-based but are not itemized .

Performance Compensation

Commentary:

• The company does not disclose quantified performance goals, threshold/target/maximum levels, or payout formulae for Pankovcin’s bonus; both 2022 and 2023 bonuses paid were $0 despite eligibility .

Equity Ownership & Alignment

• Beneficial ownership (latest available, Record Date Jan 21, 2025): 130 shares “beneficially owned,” comprised of 4 shares held directly and 126 shares issuable pursuant to fully vested options; ownership is less than 1% of outstanding shares (78,892,718) .
• Earlier snapshot (Record Date Jul 5, 2024): 4,966 shares “beneficially owned,” including 86 directly held and 4,880 vested options; less than 1% .
• Shares pledged as collateral: Not disclosed.
• Stock ownership guidelines and compliance: Not disclosed.

Outstanding equity awards (Aditxt, as of Dec 31, 2023)

Outstanding equity awards (Pearsanta, as of Dec 31, 2023)

Observations:

• As of 12/31/2023, all listed Aditxt options for Ms. Pankovcin are shown as exercisable with specified expirations; the company does not disclose vesting schedules beyond these statuses .
• Separate Pearsanta options (subsidiary) carry a markedly lower strike ($0.02) with long-duration expiry (2033) .

Employment Terms

• Term/auto-renewal: Employment agreement dated Nov 14, 2021, automatically renews for successive one-year periods unless terminated .
• Base/bonus eligibility: Base $385,000 (from Jan 1, 2022); target annual bonus 45% of base, based on Board/Compensation Committee-set objectives .
• Severance (termination without Cause or resignation for Good Reason):
  • Lump-sum cash equal to 12 months base salary (paid on day 60) .
  • Reimbursement of medical insurance premiums for 12 months .
  • Acceleration of any equity awards granted prior to the “Effective Date,” with options/stock appreciation rights becoming fully exercisable .
  • Subject to irrevocable release .
• Change-of-control economics (double-trigger construct around CoC window):
  • If terminated without Cause or resigns for Good Reason and a Change of Control occurs within six months after or within twenty-four months prior to termination:
    • Lump-sum cash equal to 2× (base salary) + 2× (Target Bonus) (paid on day 60) .
    • Medical premium reimbursement for 24 months .
    • Immediate vesting of equity; options/stock appreciation rights fully exercisable for 24 months (but not beyond normal expiry) .
• Restrictive covenants: Non-solicitation and non-competition for 12 months post-employment .
• 280G/4999 treatment: “Best‑net” cutback (no tax gross‑up); the company will provide the greater of full Payments or reduced Payments to avoid excise tax, whichever yields a higher net after-tax to the executive .
• Clawback provisions: Not disclosed for this agreement.

Investment Implications

• Alignment: Reported beneficial ownership is de minimis (<1%) with much of it via vested options; ownership guidelines/pledging policies are not disclosed. While options can align incentives, the small ownership stake provides limited economic alignment absent explicit performance equity .
• Pay-for-performance transparency: Bonus targets/metrics are not disclosed, and no bonuses were paid in 2022–2023, limiting visibility into incentive rigor and realized pay-performance linkage .
• Retention and CoC protection: Severance is standard (12 months base, COBRA), while CoC protection is robust (2× salary + 2× target bonus, 24 months COBRA, full acceleration), which mitigates retention risk through a transaction but can raise costs in change-of-control scenarios .
• Equity overhang/expiration dynamics: Multiple option tranches with long-dated expiries (to 2033) plus separate Pearsanta options at a low strike create potential future dilution and exercise windows; near-term expirations (March 2025) could influence exercise decisions depending on share price at that time .
• Governance checks: Compensation Committee composed of independent directors (Brady, Nelson, Runge) oversees executive pay, but the proxy provides no details on use of external compensation consultants or formal ownership guidelines .

Overall: Limited disclosed performance linkage and minimal equity ownership reduce direct alignment; however, standard severance and strong CoC provisions lower retention risk through corporate transitions. Option structure and company financing history imply dilution risk is more a capital structure issue than an insider selling pressure signal for Ms. Pankovcin personally .