Rostislav Raykov
FENNEC PHARMACEUTICALSAbout Rostislav Raykov
Rostislav “Rosty” Raykov, age 49, is a long‑tenured director of Fennec Pharmaceuticals, having served on the Board since July 2009 and as Chief Executive Officer from July 2009 through August 2024. He holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and brings capital markets and event‑driven investing experience from prior roles in portfolio management and securities analysis . The Board has determined he is not an independent director due to his executive relationship with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fennec Pharmaceuticals | Chief Executive Officer; Director | CEO: Jul 2009–Aug 2024; Director since Jul 2009 | Led Fennec through drug development; provides financial expertise and company history insight |
| Alchem Investment Partners | Portfolio Manager | Jan 2006–Dec 2007 | Event-driven portfolio management |
| John A. Levin & Co. (Event Driven Fund) | Portfolio Manager & Securities Analyst | 2002–2005 | Event-driven analysis and investing |
| Tiedemann Investment Group (Merger Fund) | Securities Analyst | 1999–2002 | Merger-arbitrage analysis |
| Bear Stearns | Investment Banking Analyst | 1998–1999 | Investment banking analyst experience |
External Roles
No current public company directorships are disclosed for Mr. Raykov. His biography lists prior investment roles but does not identify external board seats .
Board Governance
- Independence: Not independent (former CEO on the Board); Board majority is independent (Islam, Brughera, Rallis, Cook) .
- Committees: No committee memberships indicated for Mr. Raykov in the current board/committee roster .
- Attendance: 10/10 Board meetings in FY2024; no committee attendance applicable .
- Tenure: Director since July 2009 .
- Board leadership: Chairman is Dr. Khalid Islam (independent) .
- Executive sessions: Independent directors held sessions during FY2024 .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Raykov |
|---|---|---|
| Annual base retainer (non‑management directors) | $40,000 cash per year | $0 (no fees paid in 2024) |
| Chairman of the Board | Additional $50,000 cash | N/A |
| Audit Committee Chair | Additional $20,000 cash | N/A |
| Other Committee Chairs | Additional $15,000 cash | N/A |
| Meeting fees | None (retainers paid quarterly in lieu of per‑meeting fees) | N/A |
| Expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed | Not disclosed |
Director compensation table shows no 2024 cash or equity amounts for Mr. Raykov in his capacity as director (excludes CEO compensation) .
Performance Compensation
| Equity Award | Grant Date | Number of Options/RSUs | Strike Price | Vesting | Notes |
|---|---|---|---|---|---|
| Director stock options | Aug 15, 2024 | 20,000 options | $5.58 | Director grants vest immediately | Director grants disclosed in 2024; Non‑Exec Director outstanding awards table lists none for Raykov as of 12/31/2024 (classification note) |
| Executive (CEO) options | May 16, 2024 | 200,000 options | $7.12 | One‑third at 1‑yr; remainder monthly over 24 months; fully vested upon his separation in Aug 2024 | Awarded while CEO; RSUs remain on original vesting schedule |
| Executive RSUs | May 16, 2024 | 100,000 RSUs | N/A | Time‑based; remain on original schedule post‑separation | Awarded while CEO |
Equity plan context: The 2020 Equity Incentive Plan uses a rolling share reserve. As of Apr 7, 2025, options outstanding were 5,857,036 and RSUs 585,278; unallocated awards 457,170. Management proposes increasing the pool to 8,500,000 shares (~30.8% of outstanding) with insiders excluded from voting on the increase .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocking relationships disclosed for Compensation Committee members; Raykov not listed as serving on other public company boards |
Expertise & Qualifications
- Education: B.S., Business Administration, University of North Carolina at Chapel Hill .
- Technical/functional expertise: Financial expertise (portfolio management, securities analysis, investment banking), and deep company/industry experience from 15+ years at Fennec .
- Board qualification: Financial expertise acknowledged in biography; Board classifies audit committee financial expert as Rallis; Raykov not in Audit Committee .
Equity Ownership
| As of | Common Shares Owned | Options/Warrants Exercisable Within 60 Days | Total Stock-Based Holdings | Ownership % | Shares Outstanding |
|---|---|---|---|---|---|
| Apr 7, 2025 | 61,156 | 1,675,000 | 1,736,156 | 5.93% | 27,597,938 |
Option holdings detail (executive awards as of 12/31/2024):
| Grant | Exercisable | Exercise Price (USD) | Expiration |
|---|---|---|---|
| 200,000 (May 16, 2024) | 200,000 | $7.12 | 05/16/2034 |
| 175,000 | 175,000 | $8.32 | 03/31/2033 |
| 300,000 | 300,000 | $4.08 | 12/20/2031 |
| 250,000 | 250,000 | $7.53 | 06/02/2031 |
| 250,000 | 250,000 | $6.93 | 05/15/2030 |
| 150,000 | 150,000 | $4.83 | 04/04/2029 |
| 100,000 | 100,000 | $8.38 | 02/06/2028 |
| 100,000 | 100,000 | $5.10 | 06/27/2027 |
| 150,000 | 150,000 | $2.45 | 07/05/2026 |
Policies on hedging/pledging: Short‑selling and exchange‑traded options are prohibited; pledging or hedging arrangements require prior written approval; no pledging/hedging arrangements are disclosed for Raykov . Indebtedness to the company: none reported . Related‑party transactions over the reporting thresholds: none reported .
Governance Assessment
- Independence and committees: Raykov is not independent (former CEO) and holds no committee seats, limiting his role in oversight areas such as audit or compensation—this is a governance caution and potential conflict‑of‑interest consideration for investors .
- Attendance and engagement: Strong engagement (10/10 Board meetings), signaling active participation despite non‑independent status .
- Director pay and alignment: No cash director fees for 2024; received a 20,000 option director grant (strike $5.58) with immediate vesting per director policy—equity grants support alignment but immediate vesting weakens long‑term retention incentives .
- Ownership “skin‑in‑the‑game”: Material beneficial ownership (5.93%), with significant in‑the‑money and fully vested option inventory as a former CEO, aligning interests but also amplifying potential influence on strategic outcomes .
- Conflicts/related parties: Company discloses no related‑party transactions or indebtedness; conflict policies require disclosure and abstention from votes where material interests exist, mitigating risk .
- Equity plan dilution risk: Proposal to lift the plan pool to 8.5 million shares (~30.8% of outstanding) increases potential dilution; insiders are excluded from voting on the amendment, but investors should monitor grant practices and burn rate trends .
- Compensation governance: Compensation Committee composed entirely of independent directors; no interlocks; consultant (Radford) engaged with $59,000 in 2024 fees; peer group benchmarking disclosed (20 biotech companies) .
RED FLAGS
- Not independent while serving on the Board; no committee roles—reduced checks and balances from this director .
- Immediate vesting of director options—less performance contingency; monitor equity grant discipline .
- Large equity pool increase request (~30.8% of outstanding)—potential dilution risk if grants are aggressive .
Positive Signals
- Full Board attendance; independent Chairman structure; executive sessions held; robust governance policies on conflicts/ethics .