Robert Andrade
FENNEC PHARMACEUTICALSAbout Robert Andrade
Robert Andrade, age 50, is Chief Financial Officer of Fennec Pharmaceuticals (FENC). He has served as CFO since November 2015, and also served as CFO and a director from 2009–2013; he previously worked as a senior analyst at Magnetar Capital (2013–2014) and was a private investor in 2015. He holds both M.A. and B.A. degrees in economics from the University of Southern California . 2024 compensation “pay vs performance” disclosures show company TSR indexed to 85 (vs 151 in 2023 and 129 in 2022) and reported net income (loss) of (436) million, providing context for incentive outcomes . 2024 short-term incentive objectives were achieved at 40% despite revenue targets being missed; Andrade’s 2024 bonus was $494,446 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fennec Pharmaceuticals | Chief Financial Officer & Director | 2009–2013 | Early CFO tenure supporting corporate development and financing . |
| Magnetar Capital | Senior Analyst | 2013–2014 | Institutional investing/analytical experience applicable to capital markets . |
| Private Investor | Investor | 2015 | Market-facing experience prior to rejoining Fennec . |
| Fennec Pharmaceuticals | Chief Financial Officer | 2015–Present | Finance leadership; executed November 2025 underwritten follow-on (CFO signatory) . |
External Roles
No external public company directorships or committee roles were disclosed for Andrade .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 439,764 | 463,553 | Current base salary effective Mar 1, 2025: $458,579 . |
| Target Bonus (%) | — | 40% cap for CFO in 2024 | Caps were 50% for CEO(s), 40% for CFO in 2024 . |
| Actual Bonus ($) | 161,113 | 494,446 | Accrued at 12/31/2024 and paid March 2025 . |
Performance Compensation
- Short-term incentive framework (2024): corporate scorecard with weighted objectives; total weighting 105%, achieved 40%; CFO short-term incentive cap 40% of base in 2024 .
| Metric (2024) | Weight | Target | Achievement |
|---|---|---|---|
| Net revenues > $40 million | 50% | >$40m | 0% |
| Stretch net revenues > $45 million | 5% | >$45m | 0% |
| Vial sales to 25 distinct community oncology centers | 25% | 25 centers | 25% |
| Cash runway exiting 2024 ≥ 24 months | 15% | 24 months | 15% |
| Monthly cash-flow breakeven by Sep 2024 | 10% | Breakeven by Sept | 0% |
| Total | 105% | — | 40% |
- 2024 equity awards (CFO):
- Options: 100,000 at $7.12 strike, granted 05/16/2024, 10-year term, vesting 1/3 at 1-year then monthly over 24 months; grant-date fair value $447,396 .
- RSUs: 50,000 granted 05/16/2024, vesting 1/3 at 1-year then monthly over 24 months; grant-date fair value $356,000 .
| Grant Date | Award Type | Units | Strike/Price | Expiration | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 05/16/2024 | Stock Options | 100,000 | $7.12 | 05/16/2034 | 1/3 at 1-yr; remaining monthly over 24 months | 447,396 |
| 05/16/2024 | RSUs | 50,000 | — | — | 1/3 at 1-yr; remaining monthly over 24 months | 356,000 |
Equity Ownership & Alignment
- Executives are not subject to formal stock ownership requirements; company proposes an employee stock purchase program to encourage share ownership .
- Hedging/short-selling is prohibited; margin/pledge arrangements require prior written approval by the Compliance Officer .
| As of | Common Shares | Options Exercisable within 60 Days | Total Holdings | Ownership % |
|---|---|---|---|---|
| April 7, 2025 | 134,675 | 606,549 | 741,224 | 2.63% |
- Option moneyness context at 12/31/2024 share price $6.32: several legacy tranches are in-the-money (e.g., $4.08, $4.83, $5.10, $2.45) while the 2024 $7.12 grant is out-of-the-money at year-end .
Outstanding options (CFO) at 12/31/2024:
| Grant | Options Granted | Exercisable | Exercise Price | Expiry |
|---|---|---|---|---|
| 05/16/2024 | 100,000 | — | $7.12 | 05/16/2034 |
| 03/31/2023 | 75,000 | 45,838 | $8.32 | 03/31/2033 |
| 12/20/2021 | 75,000 | 75,000 | $4.08 | 12/20/2031 |
| 06/02/2021 | 100,000 | 100,000 | $7.53 | 06/02/2031 |
| 05/15/2020 | 125,000 | 125,000 | $6.93 | 05/15/2030 |
| 04/04/2019 | 80,000 | 80,000 | $4.83 | 04/04/2029 |
| 02/06/2018 | 50,000 | 50,000 | $8.38 | 02/06/2028 |
| 06/27/2017 | 50,000 | 50,000 | $5.10 | 06/27/2027 |
| 07/05/2016 | 75,000 | 34,184 | $2.45 | 07/05/2026 |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated Nov 13, 2015; CFO since Nov 2015 . |
| Base Salary | $458,579 effective Mar 1, 2025 . |
| Annual Bonus | At Board discretion; 2024 cap for CFO 40% of base . |
| Severance (No Cause) | 9 months of salary; illustrative estimate as of 12/31/2024: $347,664 severance + $161,113 estimated bonus = $508,777 . |
| Change-of-Control Cash | Multiple 1.25x; table shows estimated bonus of $463,553 and “value of benefits” $463,553 for CFO . |
| Change-of-Control Equity | Unvested equity immediately vests and is fully exercisable if employment terminates due to a change of control . |
| Equity Plans | Standard vesting: 1/3 at 1-year; remaining 2/3 monthly over 24 months; 10-year option term . |
| Ownership Policy | No executive shareholding requirement in place; ESPP proposed to encourage ownership . |
| Hedging/Pledging | Short-selling/hedging prohibited without approval; pledging/margin requires pre-approval . |
Performance & Track Record
| Year | TSR Index (Initial $100) | Net Income (Loss), $mm |
|---|---|---|
| 2022 | 129 | (23.714) |
| 2023 | 151 | (16.045) |
| 2024 | 85 | (436) |
- Andrade also executed the November 2025 underwriting agreement as CFO, reflecting ongoing capital markets leadership (4,666,667 firm shares at $7.50 per share; underwriters’ discount $0.525) .
Compensation Committee, Consultant, and Peer Group
- Compensation Committee: Independent directors Dr. Marco Brughera (Chair), Chris Rallis, and Dr. Jodi Cook .
- Consultant: Radford (Aon) engaged in Dec 2024; fees $59,000 in 2024 (vs $4,213 in 2023) .
- 2024 Peer Group (selection basis: biotech/pharma, size/stage): includes Aadi, Aldeyra, Anavex, BioXcel, Checkpoint, Chimerix, Clearside, Delcath, Eton, Heron, Invivyd, Journey, Outlook, scPharma, SCYNEXIS, SIGA, X4, Y-mAbs, among others .
Compensation Structure Analysis
- Mix and at-risk pay: CFO comp includes base salary, annual cash incentive, and equity (options and RSUs) with a standard three-year vesting schedule; no executive ownership requirement in place, though an ESPP was proposed for alignment .
- 2024 incentives: Company-reported STI achievement was 40% with revenue targets missed; CFO’s 2024 bonus increased to $494,446 (from $161,113 in 2023) .
- Equity overhang/burn rate: Proposed increase in plan capacity to 8.5 million shares (~30.8% of outstanding as of 4/7/2025) and a recent burn rate of 4.69% in 2024 (3.89% in 2023; 5.35% in 2022) .
Risk Indicators & Red Flags
- High equity overhang post-proposed plan increase (approx. 30.8% of outstanding) and historical burn rates elevate dilution risk .
- No executive ownership guidelines (mitigated partially by proposed ESPP); hedging/pledging restricted by policy .
- Related-party transactions: none reportable in 2024; no indebtedness to the company by insiders .
- Change-of-control economics: 1.25x multiple for CFO and immediate vesting upon termination due to a change of control can create sale-transaction incentives .
Investment Implications
- Alignment: Andrade holds 741,224 combined shares/options (2.63% of outstanding on a beneficial basis, including options exercisable within 60 days), indicating meaningful equity exposure; absence of formal ownership guidelines is a governance gap but policy limits hedging/pledging .
- Near-term selling pressure: RSUs (50,000 granted 5/16/2024) began vesting in May 2025, and the 2024 option grant (100,000 at $7.12) vests through May 2027; several legacy options are in-the-money at $6.32 YE 2024 (e.g., $4.08, $4.83, $5.10, $2.45 tranches), which may create ongoing liquidity events as windows open .
- Pay-for-performance: 2024 STI achievement was 40% with revenue targets missed, yet the CFO’s reported bonus rose materially; investors may focus on the rigor and calibration of cash incentive caps versus payouts going forward .
- Retention/M&A optionality: Double-trigger equity acceleration on termination due to change of control and a 1.25x CoC multiple offer retention buffer but also create incentives aligned with strategic transactions; Andrade’s role in 2025 capital raising underscores ongoing execution in financing, a key lever for a small-cap biotech .