Paul Josephs
About Paul Josephs
Paul Josephs is President, Chief Executive Officer, and Director of Lifecore Biomedical since May 20, 2024. He has nearly 35 years in pharmaceuticals, including more than 30 years in CDMO, previously serving as CEO and board member of Woodstock Sterile Solutions (2021–Apr 2024), Head of CDMO – Global Business Development at Viatris (2016–2021), and senior roles at DPT Laboratories; he holds a B.A. from the University of Western Ontario and is age 60 as of the 2025 record date . Key performance context during his tenure: Adjusted EBITDA was $26.2M in FY2024 and $19.5M in FY2025, and the company’s Pay Versus Performance TSR index was 52.67 in FY2024 and 62.98 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Woodstock Sterile Solutions | President & CEO; Director | 2021–Apr 2024 | Led sterile CDMO operations and board governance prior to joining Lifecore |
| Viatris Inc. | Head of CDMO – Global Business Development | 2016–2021 | Drove global BD for CDMO; integrated DPT post-acquisition |
| DPT Laboratories | Various roles incl. SVP Sales, Marketing & Corp Dev | 1997–2016 (acquired by Viatris) | Led commercial and corporate development functions |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Woodstock Sterile Solutions | Director (simultaneous with CEO) | 2021–Apr 2024 | Board service at prior employer |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $10,557 (partial year from May 20–26, 2024) | $550,000 |
| Target Bonus (% of Base) | 100% (effective for FY2025 annual plan) | 100% ($550,000 target; $1,100,000 max) |
| Actual Cash Bonus Paid ($) | $125,000 new-hire bonus (subject to repayment if certain terminations within 1 year) | $275,000 discretionary under 2025 Bonus Plan |
| CEO Pay Ratio | N/A | 15:1 (CEO $1,115,305 vs median employee $72,982) |
Mr. Josephs does not receive additional cash/equity compensation for director duties; director pay applies only to non-employee directors .
Performance Compensation
Short-Term Incentives (Annual Plan)
| Metric | Weighting | Target | Maximum | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA plus four sustaining/growth objectives (FY2025) | Not disclosed | $550,000 | $1,100,000 (200% of target) | $275,000 discretionary bonus | Cash at payout |
| Bonus Shares (granted 12/6/2024) | N/A | 38,461 shares | N/A | Grant-date fair value $274,996 | Per grant terms (CD&A; bonus shares) |
Long-Term Incentives
| Award Type | Grant Date | Structure | Performance Metric / Targets | Vesting / Settlement | Status FY2025 |
|---|---|---|---|---|---|
| RSU | 5/20/2024 | 525,000 shares | Time-based | 25,000 vested on grant; 100,000 on each of first five anniversaries of grant date | 400,000 unvested as of 5/25/2025; market value $2,688,000 at $6.72/share |
| PSU | 5/20/2024 | Up to 1,500,000 shares in ten 150,000 tranches | Average 20-day stock price thresholds from $7.50 to $35.00 within 5-year period | If vested: 50% shares settle at vest date; 50% one year later | No vesting at assumed $6.72 change-in-control price (below $7.50 threshold) |
Company policies mitigate risk: prohibition on hedging and pledging; 5-year PSU performance period; RSUs with multi-year vest; clawback policy effective Oct 2, 2023; maximum annual incentive capped at 200% .
Equity Ownership & Alignment
Beneficial Ownership (Common Stock)
| As of Date | Shares Beneficially Owned | Percent of Common | Notes |
|---|---|---|---|
| Jul 5, 2024 | 16,025 | <1% | Initial disclosure following hire |
| Sep 18, 2024 | 16,025 | <1% | No change |
| Feb 18, 2025 | 59,717 | <1% | Increased holdings |
| May 25, 2025 | 233,328 | <1% | As of FY2025 year-end |
Outstanding Equity (FY2025 Year-End)
| Award | Units Unvested/Unearned | Market Value Basis | Notes |
|---|---|---|---|
| RSUs | 400,000 | $2,688,000 (at $6.72 on 5/23/2025) | 100,000 vest annually over next four anniversaries |
| PSUs | 1,500,000 | $10,080,000 (illustrative value at $6.72; vesting requires price thresholds) | Ten tranches; thresholds $7.50–$35.00 |
| Options | None | N/A | No options held |
Additional alignment and constraints:
- Executive stock ownership guidelines: CEO 5x base salary; 5-year phase-in; until met, must retain 50% of net shares from vesting/exercise; guidelines not yet applicable due to phase-in .
- Hedging and pledging prohibited for directors and officers .
- FY2025 vesting/realization: 138,461 shares vested; value realized on vesting $937,996 .
Employment Terms
| Term | Details |
|---|---|
| Employment Status | At-will; effective May 20, 2024 |
| Base Salary | $550,000 |
| New-Hire Bonus | $125,000; subject to repayment if certain terminations occur on/before 1-year anniversary of hire |
| Annual Incentive Eligibility | Target 100% of base salary (from FY2025); maximum 200% |
| Equity Inducement | RSU 525,000; PSU up to 1,500,000 tranches ($7.50–$35.00 thresholds) |
| Severance Plan | Tier 1 in Executive Change in Control Severance Plan: 100% of base and target bonus; full equity acceleration (PSUs at target); 12 months COBRA; pro-rata target bonus for year of termination; double-trigger within 2 years of change in control |
| Change-in-Control Scenario (as of FY2025, illustrative at $6.72/share) | Cash severance $1,100,000; Pro-rated bonus $550,000; Accelerated RSU vest $2,688,000; COBRA $22,039; Total $4,360,039 |
| Non-Solicit/Confidentiality/Inventions | Standard agreements executed |
| Indemnification | Standard indemnification agreement |
| Travel/Temporary Living | Reimbursement up to $5,000/month while living away from HQ vicinity |
| Clawback | Compensation recoupment policy adopted Nov 30, 2023 (effective Oct 2, 2023) per Nasdaq Rule 10D-1 |
| Tax Gross-Ups | No 280G excise tax gross-ups for executives |
| Ownership Guidelines | CEO 5x salary; retention of 50% net shares until compliance (5-year window to meet) |
Board Governance
- Board service: Director since May 2024; nominated among non-Series A Preferred Directors; serves alongside nine-member board structure .
- Independence: Not independent due to management role; majority of board independent .
- Committee roles: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees; those committees are fully independent .
- Chairperson: Non-executive Chair (Katrina Houde), with executive sessions of non-management directors at each board meeting .
- Governance context: Cooperation agreements with activist holders (22NW, Legion Partners, Wynnefield) added independent directors and designated Series A Preferred Directors, increasing oversight and alignment pressures .
Investment Implications
- Alignment: Heavy long-term equity with stringent ownership/holding requirements and prohibition on hedging/pledging indicates strong alignment; PSUs tied to multi-year stock price thresholds from $7.50 to $35 support shareholder value creation incentives .
- Retention and overhang: Large unearned PSU (1.5M shares) and multi-year RSU schedule create retention hooks but also potential future dilution; FY2025 vested 138,461 shares and RSU acceleration under CIC could add near-term selling pressure around vest dates, mitigated by 50% net-share retention requirement .
- Pay-for-performance: FY2025 bonus design centered on Adjusted EBITDA and operational objectives; actual CEO payout at 50% of target ($275k vs $550k) signals discipline amidst EBITDA decline from $26.2M to $19.5M YoY .
- Change-of-control economics: Tier 1 severance provides meaningful cash and equity acceleration; PSUs vest at target in CIC but do not vest below $7.50—important in underwriting sale scenarios and potential management incentives in strategic alternatives .
- Governance quality: Independent committees, non-executive chair, enhanced clawback, and strong say-on-pay support (99.1% in 2024) point to constructive governance; cooperation agreements reflect active shareholder engagement .