Joseph Hazelton
About Joseph Hazelton
Joseph Hazelton is Dyadic International’s President and Chief Operating Officer, appointed President on May 29, 2025 after serving as COO since March 26, 2024 and as Chief Business Officer since joining in November 2021; he is 49 years old and holds a B.A. from the College of the Holy Cross . He brings 20+ years of pharmaceutical commercialization and business development experience, including leadership roles at Novartis and Charleston Laboratories . During his tenure, Dyadic’s revenues increased from $2.40M in FY2021 to $3.50M in FY2024, while the company remained loss-making (net loss ~$9.7M in 2022, ~$6.8M in 2023, ~$5.8M in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis Pharmaceuticals | Leadership roles across sales, marketing, market access, pricing, contracting, strategic alliances | 15+ years | Led commercialization across multiple therapeutic areas and blockbuster products |
| Charleston Laboratories | Chief Operating Officer and Chief Commercial Officer | Prior to 2021 | Managed product/portfolio management, alliances, regulatory oversight, and global commercialization |
External Roles
- None disclosed in company filings; biography does not list external board roles for Hazelton .
Fixed Compensation
| Item | 2023 | 2024 | 2025 (as disclosed) |
|---|---|---|---|
| Base Salary ($) | $254,292 | $272,985 | Increased ~10% to $320,000 effective with President appointment |
| Target Bonus (%) | Up to 30% of base salary | Up to 30% of base salary | Up to 30% of base salary (no change) |
| Actual Bonus Payout | 2023 | 2024 |
|---|---|---|
| Cash ($) | $26,891 | $42,000 |
| RSUs ($) and units | $66,752 (41,720 RSUs), granted and vested on Mar 13, 2024 | $52,500 (30,172 RSUs), granted and vested on Jan 2, 2025 |
| Total ($) | $93,643 | $94,500 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (Company results) | Company operational results | 50% | Up to 30% of base salary | Paid as part of annual bonus | Cash and RSUs | RSUs vested immediately on grant dates (Mar 13, 2024; Jan 2, 2025) |
| Annual Bonus (Individual/corporate goals) | Individual and corporate goals | 50% | Up to 30% of base salary | Paid as part of annual bonus | Cash and RSUs | RSUs vested immediately on grant dates (Mar 13, 2024; Jan 2, 2025) |
| Stock Options (Annual awards) | Service-vesting options | N/A | Discretionary annual grant | 2024 grant: 20,000 options @ $1.84 exp 4/11/2034 | Options | Vests annually over 4 years |
| Stock Options (Promotion grant) | Service-vesting options | N/A | 2025 grant: 25,000 options | 25,000 options (10-year term) | Options | Vests annually over 4 years |
| Performance-Vesting Options (original hire) | Cumulative $10M non-refundable cash from defined transactions in 3 years | N/A | 75,000 options @ $4.10 if target achieved by 11/9/2024 | Forfeited on 11/9/2024 (condition not achieved) | N/A | N/A |
Equity Ownership & Alignment
| As of Date | Common Shares Held | Options Exercisable within 60 days | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Apr 17, 2024 | 99,168 | 29,688 | 128,856 | <1% |
| Apr 24, 2025 | 129,340 | 80,000 | 209,340 | <1% |
| Outstanding Options Detail (as of Dec 31, 2024) | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Grant Jan 2, 2022 | 6,250 | 6,250 | 4.81 | 1/2/2032 | Annual over 4 years |
| Grant Jan 2, 2023 | 23,438 | 70,312 | 1.38 | 1/2/2033 | Annual over 4 years |
| Grant Apr 11, 2024 | — | 20,000 | 1.84 | 4/11/2034 | Annual over 4 years |
- No related party transactions involving Hazelton are disclosed in the appointment 8-K (2024) and the 2025 proxy .
- Hedging policy: the company has not adopted a specific anti-hedging policy; transactions (including options) are subject to prior approval under the Insider Trading Policy .
- Late Section 16 filing: a late Form 4 on April 15, 2024 reported an RSU grant for Hazelton (and others) .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Employment Agreement dated Nov 1, 2021; appointed CBO effective Nov 9, 2021 |
| Roles and promotions | COO appointed Mar 26, 2024 ; President appointed May 29, 2025; continues as COO |
| Base salary & bonus terms | Initial base $240,000; Board increased to $254,292 (Jan 2023), $280,000 (Mar 2024), $289,800 (Jan 2025); target annual bonus up to 30% of salary; bonus based 50% on company operations and 50% on individual/corporate goals |
| Severance | If terminated without cause or resigns for good reason: pro-rated bonus at Compensation Committee’s discretion, six months’ salary continuation and welfare benefits, subject to release and covenant compliance |
| Equity awards | Annual discretionary stock option awards; 2025 promotion grant of 25,000 options (10-year term, 4-year annual vesting) |
| Performance options | 75,000 performance-vesting options at $4.10 tied to $10M non-refundable cash within 3 years of 11/9/2021; forfeited on 11/9/2024 |
| Restrictive covenants | Bonus structure and severance are described; detailed non-compete/non-solicit terms are not summarized in proxy; see Employment Agreement (Exhibit 10.1) for full terms |
Company Performance (context during Hazelton’s tenure)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $2,403,831 | $2,930,303 | $2,898,806 | $3,495,389 |
- Net losses: ~$9.7M (2022), ~$6.8M (2023), ~$5.8M (2024) .
Performance & Track Record
- Strategic pivot execution: Dyadic realigned to focus on ancillary recombinant proteins; partnerships achieved include Proliant Health & Biologicals (recombinant human albumin), collaboration with a non-animal dairy enzyme company, and JV with Fermbox Bio (EN3ZYME), culminating in a significant purchase order; Hazelton was appointed President to scale commercialization .
- Leadership continuity: Hazelton’s promotions to COO and President reflect Board alignment with the commercialization strategy .
Investment Implications
- Compensation alignment: Hazelton’s bonus framework ties 50% to company results and 50% to individual/corporate goals, with immediate RSU vesting at grant; this provides short-term retention value but may create near-term selling pressure around vest dates given low ownership percentage (<1%) .
- Equity incentives: Service-vesting options with 4-year schedules support medium-term alignment; forfeiture of the 75,000 performance options in Nov 2024 suggests high hurdles for transaction-driven payouts, lowering repricing risk but emphasizing operational execution .
- Retention risk: Severance terms are modest (six months salary/benefits), and there is no disclosed change-of-control multiplier for Hazelton, indicating limited golden-parachute protection; the 2025 10% base increase and new option grant support retention in the commercialization phase .
- Governance and trading signals: No Hazelton-related related party transactions; a late Form 4 in April 2024 flagged RSU grants, but no pledging policy is disclosed and hedging transactions require approval; monitor future Form 4s around RSU grants and annual option vesting .