Marvin White
Aptevo TherapeuticsAbout Marvin White
Marvin L. White, 63, has served as Aptevo’s President, Chief Executive Officer, and a director since August 2016. He previously served as CFO of St. Vincent Health and Lilly USA and held roles in treasury, corporate finance, and investment banking at Eli Lilly; he holds a B.S. in Accounting (Wilberforce University) and an MBA in Finance (Indiana University) . Aptevo is a pre-commercial company; 2024 net loss was $24.13M, 2023 net loss $17.41M, and 2022 net income $8.03M was non-recurring; cumulative TSR based on a $100 initial investment fell from $6.00 (2022) to $0.49 (2023) to $0.03 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Vincent Health | Chief Financial Officer | 2008–2014 | Led finance, materials management, and patient financial services across 19 hospitals and 36 JVs |
| Lilly USA, LLC (Eli Lilly) | Chief Financial Officer; leadership roles in treasury, corporate finance, corporate strategy | Prior to 2008 | Senior finance leadership at a global pharma; capital allocation and strategy experience |
| Washington Prime Group (NYSE WPG) | Director (prior to CEO role at Aptevo) | n/a | Public REIT board oversight; retail real estate exposure |
| CoLucid Pharmaceuticals (acquired by Eli Lilly in 2017) | Director (prior) | n/a | Public biotech board; M&A exit experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Emergent BioSolutions (NYSE EBS) | Director (2010–2016; rejoined 2020) | 2010–2016; 2020–present |
| OneAmerica Financial Insurance Partners, Inc. | Director | Current |
| Delta Dental of Washington | Director | Current |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $565,123 | $575,000 |
| All Other Compensation ($) | $9,900 | $10,350 |
Notes:
- Board leadership is independent: Dr. John E. Niederhuber is independent Chairman; Board independence 83%, and 100% independence on Audit, Compensation, and Nominating/Governance committees .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Target Bonus (%) | n/a | 55% of base salary |
| Actual Annual Bonus ($) | $266,371 | $316,250 |
| Equity Awards – Grant Date Fair Value ($) | $32,052 | $4,420 |
- 2024 bonus program weighting: CEO’s bonus is 90% corporate goals / 10% individual. For 2024, the Compensation Committee set payout factors at 72% for the corporate weighting and 100% for individual; however, the Summary Compensation Table shows a bonus paid equal to the full target amount for the CEO ($316,250) .
- Performance metrics referenced include clinical progress, strategic milestones, and financial metrics; the company emphasizes non-financial R&D and operational milestones given its pre-commercial status .
Equity award mechanics and vesting
| Award | Grant Date | Quantity | Vesting | Expiration/Notes |
|---|---|---|---|---|
| RSUs | 7/17/2024 | 31 | 1/3 on 7/17/2025; 1/3 on 7/17/2026; 1/3 on 7/17/2027 | Service-vesting; dividends, if any, pay only upon vesting |
| Stock Options | 3/03/2023 | 1 (plus a prior fully vested option) | 1/3 on 3/03/2024; 1/3 on 3/03/2025; 1/3 on 3/03/2026 | One option expires 1/29/2031 at $1,090,760 strike (fully vested); 3/02/2033 option at $70,004 strike |
Plan design features:
- Minimum 1-year vesting (limited exceptions), no repricing without stockholder approval, no dividends on unvested equity, enhanced clawback provisions, and no tax gross-ups in the plan .
- In 2025, the company sought approval to add 250,000 shares to the equity plan; one-year minimum vesting and director award caps remain in place .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (6/20/2025) | 43 shares; includes 10 shares via options/RSUs exercisable/vesting within 60 days; <1% ownership |
| Ownership guidelines | CEO required to hold stock worth 3x base salary; all covered persons must retain 50% of after-tax shares until compliant; due to declining stock price, covered persons do not currently meet targets |
| Hedging/Pledging | Hedging prohibited under insider trading policy; no pledging disclosure noted |
Implications:
- Ownership is de minimis relative to salary/role, and guidelines are currently unmet, potentially weakening alignment; retention requirements partially mitigate this .
Employment Terms
| Scenario | Cash Severance | Equity | Benefits |
|---|---|---|---|
| Involuntary termination without Cause (non-CIC) | 150% of (base + target bonus), paid over 18 months; plus prior-year unpaid bonus and pro-rata current-year target bonus | n/a | Continued benefits for 18 months |
| CIC + termination without Cause or resignation for Good Reason (within 18 months), or termination in anticipation of CIC | 250% of compensation (lump sum) + prior-year unpaid and pro-rata current-year target bonus | Full vesting of all unvested equity; option exercise period extension per original award terms | Continued benefits for 30 months; indemnification and D&O coverage retained; advancement of legal fees |
Other terms:
- Payments conditioned on non-compete/non-solicit compliance, cooperation, and release execution .
- Company-wide clawback policy (adopted April 2023) applies to erroneously awarded incentive-based compensation tied to financial reporting; time-vested RSUs/options generally not subject to the policy .
Board Governance (Director-Service Specifics for Marvin White)
- Board service: Director since August 2016; not independent (as CEO). Chairman is independent; therefore no Lead Independent Director is designated .
- Committees: Serves on the Executive Committee; does not serve on Audit, Compensation, or Nominating/Governance committees (all independent) .
- Board attendance: Board met 7 times in 2024; all directors attended at least 75% of meetings/committees .
- Independence: 83% of Board independent; 100% independence on Audit, Compensation, and Nominating/Governance committees .
Director Compensation (for governance quality context)
| Element | Amount |
|---|---|
| Annual Board Cash Retainer | $40,000 |
| Board Chair Retainer | $50,000 |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Nominating/Gov $15,000; Executive $20,000 |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; Nominating/Gov $7,500; Executive $10,000 |
| Annual Director Equity | 1 RSU (shifted to 100% RSUs; 1-year cliff vest) |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | $6.00 | $0.49 | $0.03 |
| Net Income (Loss) ($) | $8,027,000 (non-recurring) | $(17,411,000) | $(24,130,000) |
Notable corporate finance and listing actions:
- Reverse stock splits: 1-for-44 (Mar 5, 2024), 1-for-37 (Dec 3, 2024), and 1-for-20 (May 23, 2025) cumulatively exceeding 250:1 over two years, eliminating future Nasdaq cure periods if bid price falls below $1.00 within two years of Mar 5, 2024 .
- 2025 capital measures: SEPA with Yorkville up to $25M; June 2025 offering with 2,465,000 shares/pre-funded warrants and 12,325,000 five-year warrants at $3.25; warrants require shareholder approval to exercise (potentially materially dilutive) .
Compensation Structure Analysis
- Cash-heavy tilt: 2024 equity grant value for CEO ($4,420) was minimal versus cash salary and bonus; 2023 equity grant value ($32,052) also modest, indicating reliance on cash incentives over equity .
- Year-over-year mix: Equity grant value declined in 2024 vs 2023, increasing guaranteed comp mix relative to at-risk equity; however, annual bonus remains at-risk, with corporate and individual factors applied .
- Clawback and plan safeguards: Strong plan features (no repricing/dividends on unvested, minimum vesting) and a Dodd-Frank-compliant clawback add guardrails, but the predominance of cash incentives and low equity value weakens long-term alignment .
- Performance linkage: Bonuses tied to development and strategic milestones (appropriate for pre-commercial biotech), but TSR collapse and continued losses underscore limited shareholder-value alignment in pay outcomes, especially with full-target payout reported for 2024 .
Vesting Schedules and Insider Selling Pressure
- Upcoming CEO RSU vests on 7/17/2025, 7/17/2026, and 7/17/2027 (equal tranches). Quantities are small (31 total), implying minimal near-term selling pressure from time-based vesting .
- Options appear far out-of-the-money given very high historical strike prices driven by reverse-split history (e.g., $1,090,760 strike on a 2011-origin option), reducing exercise/sale incentives .
- Significant external warrant overhang (e.g., 12,325,000 warrants from June 2025 offering) could pressure shares upon approval/exercise; not insider-driven but relevant to trading dynamics .
Risk Indicators & Red Flags
- TSR collapse; ongoing net losses; heavy reliance on dilutive financings and repeated reverse splits (over 250:1 cumulative), removing future Nasdaq cure windows—heightened delisting risk if price weakens again .
- Minimal CEO share ownership and non-compliance with ownership guidelines signal weak “skin in the game,” though retention rules are in place .
- Change-in-control economics are above typical small-cap medians (2.5x for CEO) with full equity acceleration—shareholder-friendly double-trigger but sizable payout relative to market cap .
- No related party transactions disclosed (mitigates conflict concerns) and hedging prohibited (alignment positive) .
Compensation Peer Group & Say-on-Pay
- The Compensation Committee engaged Willis Towers Watson to evaluate programs and refine peers; consultant provided no other services (reducing conflict risk) .
- 2025 advisory say-on-pay was put to a vote (Proposal 6); historical approval percentages not disclosed in the proxy excerpt provided .
Investment Implications
- Alignment: Very low CEO ownership and small equity grants vs sizeable cash pay and robust CIC benefits suggest weaker long-term alignment. Ownership guidelines are unmet, though retention requirements help at the margin .
- Retention/Transition: Non-CIC severance (1.5x base+bonus) and CIC (2.5x with full equity acceleration) reduce turnover risk; however, they also raise potential cost of leadership changes if performance disappoints .
- Trading Signals: CEO equity vestings are small; insider selling pressure from executive awards should be limited. The larger trading overhang comes from external warrants and financing structures pending shareholder approval, which could create supply upon exercisability/registration .
- Governance: Independent Chair and majority-independent board/committees are positives; however, repeated reverse splits and ongoing dilution highlight financing risk that may continue to weigh on equity value until clinical or partnering catalysts emerge .
