Pete O’Heeron
About Pete O’Heeron
Pete O’Heeron, MSHA, is the founder, CEO, and Chairperson of FibroBiologics (since inception in April 2021), with 25+ years in medical technology and biotech and 300+ patents issued/pending in biologics, cell therapy, and devices. He holds a BS in Healthcare Administration (Texas State University), an MS in Healthcare Administration (University of Houston–Clear Lake), and an Executive Management Certification in M&A (University of Chicago) . Age: 61 (Class III director) . The company’s governance disclosures note he also holds all 2,500 super-voting Series C preferred shares, subject to an irrevocable proxy in favor of the Board, which confers 46.1% of votes at the 2025 annual meeting via Board-directed voting; Mr. O’Heeron retains consent rights over amendments to his Series C rights .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FibroBiologics, Inc. | Founder, CEO & Chairperson | 2021–present | Built fibroblast-based cell therapy platform; led listing and corporate build-out . |
| FibroGenesis (SpinalCyte LLC) | Founder & CEO | 2006–present | Originated fibroblast IP portfolio; executed patent assignment and cross-license with FibroBiologics . |
| Advanced Medical Technologies, LLC | Founder | 2006 | Operational investment group for early-stage medical IP opportunities . |
| NeoSurg Technologies | Founder | 1998–2006 | Developed T2000 minimally invasive access system; sold to Cooper Surgical in 2006 . |
| Christus Health Care Corporation | Executive roles | 1988–1995 | Hospital/healthcare system executive experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberty Star Uranium & Metals Corp. | Chairman, Secretary & Treasurer | Since Sep 2012 | Mining-sector company; concurrent board leadership . |
| FibroGenesis (SpinalCyte LLC) | CEO | Since Jan 2006 | Regenerative medicine; prior parent to FibroBiologics . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 600,000 |
| Benefits/Other ($) | 50,908 | 26,747 |
| Notes | Employment agreement sets initial base at $600,000, reviewable annually and not reducible without consent . | — |
Performance Compensation
- Annual cash bonus structure and 2024 outcomes:
- Target: 50% of base salary ($300,000) for CEO; eligibility for an additional 50% of target for “stretch” goals .
- 2024 metrics: CEO objectives focused on financing and business development; Compensation Committee determined 100% of CEO personal objectives achieved and 60% of stretch goals achieved; payout = $300,000 target + 60% of 50% target ($90,000) = $390,000 .
| Metric | Weighting/Opportunity | Target ($) | Actual Achievement | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | 50% of salary; up to +50% of target for stretch | 300,000 | 100% of personal objectives; 60% of stretch goals | 390,000 | Paid subsequent year (Jan 2025 determination) |
- Equity awards (options):
- 2023 grant: 1,853,000 options at $2.28; vest 1/4 on Jan 1, 2024, remainder monthly over 36 months; expiry Feb 16, 2033 .
- 2024 grant: 406,339 options at $2.36; vest 1/4 on Dec 27, 2025, remainder monthly over 36 months; expiry Dec 26, 2034 .
- Reported grant-date fair value (ASC 718): $3,335,400 (2023); $788,452 (2024) .
| Equity Award | Grant Date | Shares/Options | Exercise Price ($) | Vesting | Expiration | Reported Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock Options (2023) | 2023 | 1,853,000 | 2.28 | 25% on 1/1/2024; monthly over 36 months | 2/16/2033 | 3,335,400 (2023 SCT) |
| Stock Options (2024) | 12/27/2024 | 406,339 | 2.36 | 25% on 12/27/2025; monthly over 36 months | 12/26/2034 | 788,452 (2024 SCT) |
Equity Ownership & Alignment
- Beneficial ownership (as of April 21, 2025): 7,026,167 common shares (17.8% of common); holds 100% of 2,500 Series C preferred (13,000 votes/share). Total voting power: 55.0% (Board holds irrevocable proxy to vote the Series C, subject to Mr. O’Heeron’s consent on matters altering his Series C rights) .
| Holding | Amount | % of Class | Voting Notes |
|---|---|---|---|
| Common Stock | 7,026,167 | 17.8% | One vote per share |
| Series C Preferred | 2,500 | 100% | 13,000 votes/share; Board holds irrevocable proxy; totals 32.5M votes (46.1% of total) |
| Total Voting Power | — | — | 55.0% (common + Series C votes) |
- Composition of Mr. O’Heeron’s reported common-equivalent interests includes 5,906,647 common shares and 1,119,520 vested stock options (within the 7,026,167 total common counted for ownership computation) .
- Outstanding options at 12/31/2024: exercisable 887,895; unexercisable 965,105 (both at $2.28, expiring 2/16/2033) plus 406,339 unexercisable (at $2.36, expiring 12/26/2034) .
- Hedging/pledging: Company policy prohibits trading derivatives, pledging, short sales, and hedging by directors and executives; pre-clearance and blackout policies apply .
Employment Terms
- Agreement date and status: At-will employment; employment agreement dated December 1, 2023 .
- Base salary and bonus: Initial base salary $600,000; annual performance bonus determined by Board/Comp Committee; if all targets met, bonus must equal at least 50% of base; targets reviewed periodically .
- Severance (non-CIC): If terminated without cause or resigns for good reason, 12 months’ base salary paid as if employed during the period; target bonus for the 12-month period paid 60 days after termination; continued option vesting during the 12 months; accrued compensation and prorated current-year bonus also due .
- Change-in-control (CIC) equity: Upon involuntary termination within 12 months post-CIC or within 2 months pre-CIC, or if he resigns for any reason not sooner than 6 months post-CIC (subject to release), all stock options/stock-based awards become fully vested and exercisable/nonforfeitable .
- Restrictive covenants: 12-month non-compete and non-solicit post-termination; confidentiality and IP assignment obligations .
- Clawback: Company-wide clawback policy compliant with Exchange Act Section 10D (recovers erroneously awarded incentive compensation after a restatement for the prior 3 completed fiscal years) .
Board Governance
- Roles and independence: Mr. O’Heeron is Chair and CEO (combined roles). The Board has determined all directors except Mr. O’Heeron and Mr. Hoffman are independent under Nasdaq/SEC rules; there is no Lead Independent Director; independent directors may meet in executive session at each regular meeting .
- Committees (2024): Audit (Cilento—Chair; Coen; Niklas), Compensation (Link—Chair; Cilento; Coen), Nominating (Coen—Chair; Niklas; Link). Mr. Hoffman stepped off committees when named Interim CFO (Oct 30, 2024). 2024 meetings: Audit 5; Compensation 6; Nominating 4 .
- Board activity: Board met 10 times in 2024; most directors met ≥75% attendance; Messrs. O’Heeron and Cilento and Ms. Coen attended the 2024 annual meeting .
Director Compensation (context; not applicable to CEO)
- Non-employee director policy: Annual retainers—Board member $35k; Audit $8k (chair +$10k); Compensation $6k (chair +$10k); Nominating $5k (chair +$10k). Equity: 7,500-share equivalent initial grant; 5,000-share annual option grant vests by next annual meeting/1-year anniversary . As an employee director, Mr. O’Heeron does not receive this director compensation .
Compensation Structure Analysis
| Component | 2023 ($) | 2024 ($) | Commentary |
|---|---|---|---|
| Salary | 600,000 | 600,000 | Flat year-over-year. |
| Non-Equity Incentive (Cash Bonus) | 300,000 | 390,000 | Higher 2024 payout (100% of personal objectives + 60% stretch) . |
| Option Awards (ASC 718) | 3,335,400 | 788,452 | Lower grant value in 2024; shift toward cash vs equity YoY. |
| All Other Compensation | 50,908 | 26,747 | Primarily healthcare benefits. |
- Implications:
- Cash vs equity mix shifted toward cash in 2024 as equity grant values fell while bonus increased, reducing at-risk equity leverage relative to 2023 .
- Equity retains strong retention hooks via multi-year monthly vesting through 2026 (2023 grant) and 2028 (2024 grant cliff in Dec 2025 then monthly) .
Related Party Transactions (Governance Red Flags)
- Series C Preferred: Issued in Jan 2024 to Mr. O’Heeron for no consideration; 2,500 shares, 13,000 votes/share; senior to common on liquidation; subject to Board’s irrevocable proxy (with carve-out protecting Mr. O’Heeron’s Series C rights) .
- FibroGenesis (former parent): Company loaned $300,000 (July 2022) and $60,000 (Oct 2022) at 0% interest, repaid by April 2023; Right of First Negotiation Agreement led to $2.8 million in payments to FibroGenesis from pre-IPO equity proceeds through Jan 31, 2024; no further payments due post direct listing .
Risk Indicators & Red Flags
- Super-voting control: Effective 55.0% total voting power tied to Series C held by Mr. O’Heeron (voted by Board via irrevocable proxy); staggered board and written-consent limitations could deter changes of control .
- Going concern: Auditor’s report for FY 2024 includes a going concern explanatory paragraph .
- Senior finance transition: Interim CFO Robert Hoffman resigned effective May 14, 2025; remains on the Board; CFO search initiated .
- Compliance: Late initial Section 16 filings (Form 3) upon direct listing noted for multiple insiders, including Mr. O’Heeron (administrative error) .
- Hedging/pledging: Prohibited for insiders, reducing alignment concerns from collateralized shares .
Equity Overhang, Vesting, and Potential Selling Pressure
- As of 12/31/2024, CEO had 887,895 options exercisable; 1,371,444 unexercisable (965,105 at $2.28 expiring 2033; 406,339 at $2.36 expiring 2034). The 2023 grant vests monthly through end-2026; the 2024 grant cliffs at 25% on Dec 27, 2025, then vests monthly for 36 months—dates that can create episodic incremental sellable supply once vested (subject to trading windows and pre-clearance) .
Employment Contract Economics (Severance & CIC)
- Cash severance: 12 months’ base salary plus target bonus for the 12-month period if terminated without cause/for good reason .
- Equity: Continued vesting for 12 months post non-CIC termination; full acceleration upon qualifying CIC-related termination windows or voluntary resignation ≥6 months post-CIC (with release) .
- Restrictive covenants: 12-month non-compete/non-solicit .
- Clawback: Restatement-based recovery covering last 3 completed fiscal years .
Board Service History and Dual-Role Implications
- Board tenure: Chairperson since inception (April 2021); Class III director (age 61) .
- Committees: As CEO/Chair, not listed as a member of Audit/Comp/Nominating; Board committees are fully independent under Nasdaq/SEC standards .
- Dual-role considerations: Combined Chair/CEO and absence of a Lead Independent Director increase reliance on independent committee structures and executive sessions; super-voting preferred enhances control though Board exercises voting via irrevocable proxy (with carve-out protecting Mr. O’Heeron’s Series C rights), which mitigates but does not eliminate control considerations .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus outcomes tie explicitly to financing and business development goals with measured stretch attainment; mix in 2024 skewed more toward cash vs 2023, but multi-year option vesting maintains retention incentives through 2028 .
- Control and governance risk: Super-voting Series C and combined Chair/CEO role centralize influence; although the Board holds an irrevocable proxy over Series C voting, Mr. O’Heeron retains consent rights for amendments to his Series C protections, which can entrench control and impact takeover optionality .
- Liquidity/financing risk: Going concern disclosure and CFO transition elevate execution risk; compensation emphasizes financing milestones, underscoring capital-raising dependency typical for clinical-stage biotech .
- Trading signals: Upcoming Dec 27, 2025 option cliff (25% of 2024 grant) and ongoing monthly vesting may incrementally increase potential insider sellable supply within trading windows; anti-hedging/pledging policy reduces forced-selling/derisking dynamics .
Sources: 2025 DEF 14A (Apr 23, 2025), 2024 10-K (Mar 31, 2025), 8-K (May 5, 2025).
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