Patricia Prichep
CEL SCIAbout Patricia Prichep
Patricia B. Prichep is CEL-SCI’s Chief Financial and Operations Officer and Corporate Secretary (effective November 13, 2024), age 74, and has been with CEL-SCI since 1992, serving as Senior Vice President of Operations since 1994 and Corporate Secretary since 2000 . She holds a B.A. from the University of Bridgeport and previously held operations and compliance roles in financial services; her responsibilities include day-to-day operations, HR, and liaison with the independent auditor for financial reporting . Company pay-versus-performance disclosures show company TSR index values of 28.12 (2022), 11.37 (2023), and 9.65 (2024), while average “Compensation Actually Paid” to non-CEO NEOs (which include Ms. Prichep) was ($1,113,068) in 2022, $30,522 in 2023, and $233,667 in 2024, indicating equity value sensitivity to stock performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CEL-SCI | Senior Vice President of Operations | 1994–present | Leads day-to-day operations and HR; liaison with independent auditor on financial reporting . |
| CEL-SCI | Director of Operations | 1992–1994 | Operations leadership preceding SVP promotion . |
| CEL-SCI | Corporate Secretary | 2000–present | Corporate governance and board administration . |
| CEL-SCI | Chief Financial and Operations Officer | 2024–present | Assumed CFO/COO duties effective Nov 13, 2024 . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NASD (now FINRA) | Manager of Quality and Productivity, Management Systems & Support | 1990–1992 | Internal auditing and workflow analysis of operations . |
| Source Capital, Ltd. | Vice President and Operations Manager; licensed securities broker | 1982–1990 | Oversaw operations and compliance at investment firm . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 276,999 | 286,145 | 289,194 |
| Cash Bonus | — | — | — |
| Stock Awards (401k match, ASC 718) | 17,160 | 17,160 | 17,160 |
| All Other Compensation (incl. insurance/car allowance) | 9,031 | 9,031 | 9,031 |
| Total Compensation | 803,160 | 516,729 | 542,744 |
| Back Salary Owed at FY-end | — | 9,146 (as of 9/30/23) | 4,814 (as of 9/30/24) |
Notes:
- Executives participate in the same health/welfare plans as other employees; 401(k) match paid in CEL-SCI stock up to 6% of salary; company 401(k) expense ~ $5,000 in FY 2024 .
- Compensation program consists of base salary, long-term incentives (stock/options), and benefits; no annual cash bonus disclosed/paid for FY 2022–2024 .
Performance Compensation
CEL-SCI does not disclose quantitative annual performance metrics (e.g., revenue, EBITDA, TSR) used for NEO incentive payouts; the program emphasizes time-vested stock options and occasional stock grants for retention. The Compensation Committee cites subjective factors and market practices without financial/stock performance formulas for non-CEO NEOs .
Long-term equity grants and terms:
- Options vest pro rata at the end of each of the following three years from grant date; exercise price set at prior-day close; 10-year expiry typical (per plan) .
| Grant (Ms. Prichep) | Grant Date | Options Granted | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| 2024 annual grant | 04/19/2024 | 167,000 | $1.50 | 04/18/2034 | 3-year pro rata from grant date |
| 2023 annual grant | 08/07/2023 | Part of outstanding: 55,667 exercisable / 111,333 unexercisable at $1.36 | $1.36 | 08/07/2033 | 3-year pro rata from grant date |
| 2022 annual grant | 06/13/2022 | Part of outstanding: 111,334 exercisable / 55,666 unexercisable at $3.35 | $3.35 | 06/12/2032 | 3-year pro rata from grant date |
Grant-date fair values (SCT “Option Awards”):
| Year | Option Awards ($) |
|---|---|
| 2022 | 499,970 |
| 2023 | 204,392 |
| 2024 | 227,359 |
Pay vs Performance context (company-level):
- Average Compensation Actually Paid to non-CEO NEOs: ($1,113,068) in 2022; $30,522 in 2023; $233,667 in 2024; Company TSR index values: 28.12 (2022), 11.37 (2023), 9.65 (2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (03/25/2025) | 1,367,929 shares; 1.6% of outstanding . |
| Options/Warrants exercisable by July 15, 2025 | 1,117,131 . |
| Outstanding Options at 09/30/2024 (exercisable) | 987,239 (sum of tranches at $2.18, $2.45, $5.65, $10.93, $3.35, $1.36) . |
| Outstanding Options at 09/30/2024 (unexercisable) | 887,999 (future vesting at $10.93, $20.61, $10.48, $3.35, $1.36, $1.50) . |
| Notable strike levels | Legacy grants at $5.65, $10.48, $10.93, $20.61; recent grants at $3.35, $1.36, $1.50 . |
| Equity plan context | Weighted average exercise price of outstanding non-qualified options: $6.90; 16,218,080 options outstanding under non-qualified plans as of 09/30/2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Current role/title | Chief Financial and Operations Officer and Corporate Secretary (effective Nov 13, 2024) . |
| Employment agreement | Original 4-year agreement dated Aug 31, 2019; extended to Aug 31, 2027; base salary under agreement $245,804 plus board-approved increases . |
| Severance (“good reason”/CIC) | If she resigns following qualifying events (incl. relocation >10 miles, material reduction in authority/autonomy, or a change in control), lump-sum payment equal to 18 months of salary ($424,790) plus immediate vesting of unvested options . |
| Change in control definition | Merger where CEL-SCI holders own <50% post-merge, sale of substantially all assets, acquisition of >50% of common, or non-incumbent majority board change . |
| Benefits | Same plans as other employees; 401(k) match in stock up to 6% of salary; limited perquisites such as car allowances . |
Compensation Structure Analysis
- Mix and trends: Compensation is largely salary plus time-vested options; no annual cash bonus disclosed for FY 2022–2024, shifting pay risk into equity sensitivity rather than near-term cash metrics .
- Option cadence and strikes: Recent grants at lower strikes ($1.36 in 2023; $1.50 in 2024) could create incremental selling pressure as tranches vest in 2025–2027; large legacy option overhang at much higher strikes may be less immediately monetizable .
- Governance/process: Committee targets median biotech pay and relies on subjective assessments; no disclosed quantitative financial performance goals for NEO payouts; Comp Committee met once in FY 2024; members: Baillavoine (Chair), Watson, Mario Gobbo .
Investment Implications
- Alignment and retention: Prichep has meaningful skin-in-the-game (1.6% beneficial ownership) and substantial option exposure; contract runs through Aug 31, 2027 with 18 months salary severance on single-trigger CIC “good reason” resignation and immediate vesting—moderate retention support but limited pay-for-performance linkage .
- Selling pressure: Near-term vesting from 2022–2024 grants (especially the 2023–2024 low-strike awards) could add incremental supply as tranches vest, while many older higher-strike options may remain unexercised absent price appreciation .
- Cash vs equity: No annual cash bonus and instances of back salary owed ($4,814 at FY2024) reflect liquidity discipline/constraints and increase reliance on equity for total comp; this can heighten sensitivity to stock performance and potential dilution from option exercises .
- Governance risk/quality: Absence of disclosed quantitative performance metrics, single-trigger CIC severance with accelerated vesting, and minimal committee activity (one FY2024 meeting) warrant monitoring for pay-for-performance alignment as the company advances strategic milestones .