Saundra Pelletier
Evofem BiosciencesAbout Saundra Pelletier
Saundra Pelletier is President and Chief Executive Officer of Evofem Biosciences (EVFM) and an EVFM director. She has served as CEO since January 2018 and as a director since 2013 (private Evofem) and January 2018 (public) . Age 56 as of October 2025; career highlights include leading approval of PHEXXI, acquisition of SOLOSEC, and “four consecutive years of net sales growth” . Pay-vs-performance disclosures show the value of a $100 TSR investment fell from $0.80 in 2023 to $0.12 in 2024, alongside 2024 net loss of $8.86 million and 2023 net income of $52.98 million (both in thousands) . She holds an Honorary Doctor of Business Administration from Husson University (2022, 2020) and has received multiple industry awards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evofem Biosciences (public) | President & CEO | Jan 2018–present | Led approval of PHEXXI, acquisition of SOLOSEC, public market transition, multi-year net sales growth |
| Evofem (private) | President & CEO | 2013–2018 | Led company through rapid growth and toward public combination |
| WomanCare Global (WCG Cares) | Founding CEO | — | Built sustainable supply chains for women’s health in 100+ developing countries |
| G.D. Searle | Corporate VP & Global Franchise Leader (Women’s Health) | — | Managed women’s health business and global teams |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Windtree Therapeutics (Nasdaq: WINT) | Independent, non-executive director | — | Chair, Compensation Committee; Member, Audit Committee |
| IMAC Holdings (OTCQB: BACK) | Independent, non-executive director | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 560,338 | 579,828 |
| Target bonus (% of salary) | — | 100% (per Employment Agreement effective Nov 8, 2024) |
| Bonus accrued ($) | 493,747 (est., unpaid at year-end) | 579,828 (est., unpaid at year-end) |
| Retention bonus ($) | 450,000 (post-March 2023 RIF) | — |
| Equity awards ($) | 0 (no grants in 2023) | 0 (no grants in 2024) |
| All other compensation ($) | 16,370 | 18,182 |
| Total ($) | 1,520,455 | 1,177,838 |
Notes:
- 2023 salary was cut by 20% in February and an additional 20% in March (net ~30% reduction vs 2022); partial reversal in January 2024 .
- No equity incentive awards granted in 2023 or 2024 .
Performance Compensation
| Program | Metric(s) | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (CEO) | Board-approved corporate/individual goals | Not disclosed | 100% of base salary (2024 agreement) | 2024: $579,828 (est. accrued); 2023: $493,747 (est. accrued) | Board may adjust up/down; paid annually | N/A (cash) |
| RSAs (granted 2/18/2022) | 2022 performance milestones | Not disclosed | Not disclosed | Forfeited 12/31/2022 | Forfeiture on missed milestones | N/A after forfeiture |
| Stock options (historical) | Service-based | N/A | N/A | Legacy monthly/annual vest patterns | Standard ISO/NSO plan terms | For employees: 4-year vest (25% at 1-year cliff, then monthly); or 48 equal monthly installments; Board may set terms |
Additional plan terms:
- Company-wide prohibition on hedging (short sales, derivatives) and pledging (margin, collateralized loans) absent pre-approval by Chief Compliance Officer .
- Clawback policy adopted 2021 (effective for restatements due to material noncompliance; recovery for intentional misconduct causing the restatement) .
- 2014 plan expired in Sept 2024; no equity grants in 2023–2024; 2025 Equity Incentive Plan up for shareholder approval .
Equity Ownership & Alignment
| As-of date | Shares held (common) | Options exercisable ≤60 days | Total beneficial ownership | % of class | Shares outstanding context |
|---|---|---|---|---|---|
| Oct 24, 2025 | 1,493 | 1,557 | 3,050 | <1% (“*”) | 126,685,925 common outstanding |
| Aug 8, 2023 | 1,493 | 1,348 | 2,833 | 0.1% | 4,060,209 common outstanding; 1,800 Series E-1 pref outstanding |
| Apr 25, 2023 | 186,722 | 162,017 | 348,739 | <1% (“*”) | 215,961,346 common outstanding |
Additional alignment factors:
- Hedging/pledging limits as noted above .
- No explicit executive stock ownership guidelines disclosed; not referenced in proxy excerpts .
- Director/NEO Section 16 compliance: all timely in 2024 ; one late Form 4 in 2022 for forfeited RSAs, subsequently filed April 26, 2023 .
- Option overhang is deeply out-of-the-money: weighted average exercise price of outstanding awards $7,191.78 vs closing stock price $0.0099 on 12/31/2024, indicating minimal near-term monetization/selling pressure from options .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | November 8, 2024 (supersedes prior agreements) |
| Base salary | $579,828; annual review at Board discretion |
| Target annual bonus | 100% of base salary; Board approval may adjust higher or lower |
| Equity eligibility | Eligible for grants under Company’s equity plan, subject to Board approval |
| Severance (termination as described in agreement) | Lump sum equal to 36 months of base salary; plus lump sum equal to 1.0x then-target annual bonus; 100% acceleration of unvested equity; accrued obligations; COBRA at Company expense up to 12 months; subject to executed release |
| 280G/4999 treatment | “Best net” reduction to avoid/exceed excise tax; employee may elect reduction order subject to Company approval timing; reverse chronological equity cancellation order if needed |
| Change in control vesting (plan terms) | Non-employee director awards accelerate fully; employee awards may be assumed/continued/substituted; if not, may accelerate or be cashed out at Committee’s discretion |
| Clawback | Recoupment for intentional misconduct causing restatement, for incentives paid within one year after the misstated report |
| Hedging/pledging | Prohibited absent pre-approval |
Note: The proxy states entitlement applies “in the event that Ms. Pelletier is terminated for a reason other than for ‘Cause,’ ‘Good Reason,’ or for a Change of Control,” followed by enumerated severance benefits; we cite the agreement language as disclosed .
Board Governance (including dual-role implications)
| Item | Detail |
|---|---|
| Board role | Interim Chair of the Board and CEO (Class III director; term expires at 2026 annual meeting) |
| Committees | No committee listed for Pelletier; Audit: Rutherford (Chair), Kamdar, O’Brien; Compensation and Nominating also composed of independents |
| Board structure | Classified board; 8 seats with 3 vacancies in 2025; 15 Board meetings in 2024; independent directors held executive sessions; directors attended 95% of Board and 100% of committee meetings |
Implications: Dual role (CEO + Interim Chair) can concentrate authority and reduce independent board leadership; however, key committees are composed entirely of independent directors under written charters, which mitigates certain governance risks .
Director Compensation (context)
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $40,000 |
| Chair of the Board (additional) | $30,000 |
| Audit Chair / member | $20,000 / $10,000 |
| Compensation Chair / member | $15,000 / $7,500 |
| Nominating Chair / member | $10,000 / $5,000 |
| Annual equity (policy) | Initial 48 options; annual 48 options; no grants made since 2022 due to low stock price |
| 2024 fees earned (examples) | Kamdar $78,750; O’Brien $75,000; Rarick $55,000; Rutherford $70,000; ~$0.5M unpaid accrual as of 12/31/24 |
Performance & Track Record
- Strategic execution: Led approval of PHEXXI, acquisition of SOLOSEC, and continued net sales growth; stewarded public market transition in 2018 .
- Financial/stock performance context: Pay-vs-performance shows TSR value of $0.12 (from initial $1.00) at 12/31/2024 vs $0.80 at 12/31/2023; net loss in 2024 ($8.86M) following 2023 net income ($52.98M) (thousands) . At 12/31/2024, EVFM’s share price was $0.0099, prompting reverse split considerations .
- Outlook: The company aims to re-list on Nasdaq, raise capital, and target sustainable EBITDA positivity in 2027+ . Company announced a definitive agreement to be acquired by Aditxt with targeted close in 2H 2025 .
Compensation Structure Analysis
- Mix shift: No equity grants in 2023–2024; compensation tilted to cash (salary, retention bonuses, accrued annual bonus) amid distress, reducing at-risk equity alignment during that period .
- Retention bonuses: $450,000 retention paid after March 2023 RIF “to salvage the Company and prevent bankruptcy,” signifying acute retention risk in 2023 .
- Benchmarking: Committee reduced target positioning from 75th to 50th percentile following shareholder feedback and stock performance; Anderson Pay Advisors engaged through 2023; target cash comp pool for NEOs ~$1.9M in 2024 and ~$2.0M in 2025 .
- Clawback/Anti-hedging: Presence of clawback and hedging/pledging prohibitions aligns with investor expectations .
- Option economics: With a $0.0099 year-end price and >$7,000 weighted average strike on outstanding awards (reverse-split adjusted), legacy options are deeply underwater and unlikely to incentivize or create near-term sell pressure .
Risk Indicators & Red Flags
- Financial distress signals: 2023 RIF, retention payouts to avoid bankruptcy, and cash deferrals to directors (accrued unpaid director fees) .
- Capital structure actions: Board seeking reverse stock split to meet listing standards; stock at ~$0.01 as of the record date .
- Dual role governance: Interim Chair + CEO without explicit lead independent director identified in excerpts; mitigated by independent committees and executive sessions .
- Compliance: One late Form 4 in 2022 (corrected); otherwise Section 16 compliance in 2024 .
Employment & Contracts (additional terms)
- Severance/change-in-control tax treatment: 409A compliant; 280G/4999 cutbacks with “best net” approach, employee election on reduction order subject to Company approval timing .
- Equity plan change-in-control: Non-employee director awards accelerate fully; employee awards may be assumed or accelerated/cashed out at Committee discretion .
Equity Award Overhang and Vesting
- Grant cadence/vesting norms: For new hires, options vest 25% at one year, monthly thereafter; for existing employees, 48 equal monthly installments; performance-based RSAs used historically but none granted for 2024 .
- No equity issued in 2023–2024; 2014 plan expired; 2025 Plan proposed for re-authorization .
Say-on-Pay & Shareholder Feedback
- Say-on-pay on 2025 ballot; Board recommends FOR; committee cites balance between fixed and variable pay but no approval percentages disclosed in excerpts .
- Committee engages informally with shareholders and adjusted target pay positioning (from 75th to 50th percentile) reflecting feedback and stock performance realities .
Compensation Peer Group (for benchmarking)
- Peer selection factors: Early commercial stage, pharma SIC 2834, market cap < $500M, revenue < $100M, headcount < 250, US-based .
- 24-company peer set used in 2023–2024 (e.g., Agile Therapeutics, SCYNEXIS, Rigel, Trevena, etc.) .
Investment Implications
- Pay-for-performance alignment: Lack of equity grants in 2023–2024 diminishes direct market-linked incentives in the near term; however, underwater legacy options and clawback/hedging policies reduce misalignment and opportunistic selling pressure; expect potential reintroduction of equity-based incentives if 2025 plan is approved .
- Retention risk vs cost: 2023 retention payments and 2024 employment agreement severance (3x salary + 1x bonus + full equity acceleration + COBRA) imply robust CEO protection; these terms could raise change-of-control costs but may stabilize leadership through transition and possible acquisition/relisting .
- Governance: CEO also serving as Interim Chair raises independence concerns, though committees are independent and active; ongoing capital and relisting initiatives suggest Board prioritization of strategic financing and listing compliance .
- Trading signals: With stock at penny levels and deep OTM options, insider selling pressure from equity is likely muted; watch for potential option/RSU reloading upon adoption of 2025 plan, which could reintroduce vesting-driven Form 4 activity and potential selling windows; Section 16 compliance improved in 2024 .
- Strategic pathway: Company targets EBITDA positivity by 2027 and disclosed a proposed acquisition by Aditxt with targeted close in 2H 2025; execution on capital raise, relisting, and integration could be key catalysts .