Fletcher Payne
Senior Vice President, Chief Financial Officer and Chief Business Officer at Aptose Biosciences
Executive
About Fletcher Payne
Senior Vice President, Chief Financial Officer & Chief Business Officer of Aptose Biosciences since June 2022; age 62; University of California, Berkeley (BS, Finance). Over 25 years in healthcare finance with prior CFO roles at Syapse and Catalyst Biosciences; senior finance positions at CytomX Therapeutics, Plexxikon, Rinat Neuroscience, Dynavax, and Cell Genesys, with $3.7B+ in transactions executed across clinical testing, oncology, neurology, and orphan diseases . As CFO, he signs Sarbanes–Oxley 302/906 certifications on Aptose’s quarterly reports . Company performance context during his tenure: cumulative TSR value of an initial $100 investment fell from $28 (2023) to $3 (2024), and net loss improved from $(51.2)mm (2023) to $(25.4)mm (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Syapse | Chief Financial Officer | Not disclosed | Completed multiple financings; oversaw accounting, finance, corporate development, legal |
| Catalyst Biosciences | Chief Financial Officer | Not disclosed | Public biotech CFO experience |
| CytomX Therapeutics | Senior finance roles | Not disclosed | Finance leadership in oncology |
| Plexxikon Inc. | Senior finance roles | Not disclosed | Finance leadership; BD exposure |
| Rinat Neuroscience Corporation | Senior finance roles | Not disclosed | Finance leadership in neuroscience |
| Dynavax Technologies Corporation | Senior finance roles | Not disclosed | Finance leadership |
| Cell Genesys | Senior finance roles | Not disclosed | Finance leadership |
External Roles
- None disclosed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $448,131 | $478,022 |
| Target Bonus (% of Base) | 40% | 40% |
| Actual Cash Bonus ($) | $0 | $184,400 |
| Stock Awards ($) | $65,993 | $0 |
| Option Awards ($) | $87,345 | $75,028 |
| 401(k) Company Contribution ($) | $9,900 | $10,350 |
| Total Compensation ($) | $611,369 | $747,800 |
Performance Compensation
- Annual bonus structure: Discretionary up to 40% of base salary, based on corporate and individual objectives/milestones set by the Board each year .
| Option Grant Details (Outstanding at FY-end) | Quantity | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Options (grant tied to 6/26/2022) | 1,482 exercisable; 740 unexercisable | 381.55 | 26-Jun-2032 | 33.33% each on Jun 26, 2024/2025/2026 |
| Options (grant tied to 1/19/2023) | 222 exercisable; 222 unexercisable | 297.00 | 18-Jan-2033 | 50% vested 1/19/2024; 16.67% on 1/19/2025/2026/2027 |
| Options (2024 grant) | 1,833 unexercisable | 60.00 | 5-Feb-2034 | Vests over 4 years (standard) |
Realizable value signal: The proxy’s Pay vs Performance section notes the market price is below the exercise price of outstanding options, making current realizable value from equity-based compensation $0 (alignment risk low, selling pressure muted) .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total beneficial ownership (shares) | 4,743 (includes options currently exercisable or exercisable within 60 days) |
| Ownership as % of shares outstanding | * (does not exceed 1%) |
| Options currently exercisable (within 60 days) | 4,499 |
| Vested vs. unvested (as of FY-end) | See outstanding/exercisable vs. unexercisable table above |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines (multiple of salary) | Not disclosed |
| Clawback policy applicability | All awards under 2021 Stock Incentive Plan subject to Clawback Policy |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Base salary & target bonus | Base: $479,440 (as of 12/31/2024); Target bonus: up to 40% of base |
| Severance (no change-in-control) | 12 months base salary + average annual bonus over last 3 years (prorated in year of termination) + 12 months health benefits; accelerated vesting of unvested equity upon termination other than for cause |
| Change-of-control severance (double trigger) | If terminated within 3 months before or 12 months after a change-of-control: 18 months base salary + 150% of average annual bonus over last 3 years (prorated) + 12 months health benefits; accelerated vesting per agreements |
| Retention award (CoC single-trigger) | $167,058.67 cash, payable within 5 days after closing of change-of-control; only if “Actively Employed” at closing |
| Non-compete and benefits | Participation in 401(k) with 3% non-elective contribution; life/health benefits; 20 days paid vacation; subject to non-compete restrictions |
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑on‑Pay approval (May 27, 2025) | 78.58% For; 3.44% Against; 17.98% Abstain/Broker non‑votes |
| 2021 Stock Incentive Plan amendment | Approved; increased share reserve by 458,126 shares (approx. 17.9% of outstanding) |
Investment Implications
- Alignment and selling pressure: With most legacy options far out-of-the-money (e.g., $297 and $381.55 strikes) and proxy stating realizable value is currently $0, near-term insider selling pressure from option exercises appears low; upcoming vesting tranches in 2025/2026 do not by themselves imply selling unless share price materially recovers .
- Retention risk: Dual framework—(i) sizeable double-trigger CoC severance and accelerated vesting reduce termination risk in a transaction; (ii) an additional single‑trigger CoC retention bonus ($167k) incentivizes remaining through a deal close .
- Pay-for-performance: Cash bonus resumed in 2024 ($184,400) amid improved net loss vs. 2023; equity grants continue with multi‑year vesting. However, multi‑year TSR collapse (value of $100 fell to $3) suggests equity compensation currently lacks realizable value, moderating short‑term cashing risks but dilutive potential from increased plan share reserve warrants monitoring .
- Governance and controls: CFO certifications on 10‑Q demonstrate accountability; awards subject to clawback policy; say‑on‑pay passed with a solid majority, indicating acceptable pay structures to shareholders despite dilution concerns .