Fred Powell
About Fred Powell
Fred Powell, 63, is Chief Financial Officer of LAVA Therapeutics N.V. (LVTX), serving since November 2022. He holds a B.S. in Accounting from Pennsylvania State University and began his career at KPMG; prior CFO roles include Antares Pharma (acquired by Halozyme in May 2022), Celator Pharmaceuticals (acquired by Jazz), OraPharma (acquired by Valeant), and BMP Sunstone (acquired by Sanofi-Aventis) . During his tenure, LVTX’s 2024 revenue and EBITDA loss improved versus 2023, and the company maintained structured cash bonus targeting tied to corporate goal attainment; see Performance table below for details . He chairs the Advisory Board for Penn State Scranton .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Antares Pharma | EVP & CFO | 2016–2022 | Company acquired by Halozyme Therapeutics in May 2022 |
| Celator Pharmaceuticals | CFO | 2012–2016 | Company acquired by Jazz Pharmaceuticals |
| OraPharma, Inc. | CFO | 2011–2012 | Company acquired by Valeant Pharmaceuticals International |
| BMP Sunstone Corporation | CFO | 2005–2011 | Company acquired by Sanofi-Aventis |
| KPMG LLP | Various roles | Early career | Foundational public accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penn State Scranton Advisory Board | Chairman | Current | Regional academic advisory leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 444,125 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Annual Bonus Paid ($) | 136,000 | 124,355 |
| Other Compensation ($) | 13,200 (401(k) match) | 13,800 (401(k) match) |
| Total Compensation ($) | 574,200 | 730,202 |
- 2025 base salary was increased to $464,111 effective January 2025 .
Performance Compensation
| Component | Metric | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate goals attainment + individual performance | Target = 40% of salary | Corporate goals achieved at 70%; individual payouts approved | 124,355 | Paid after year-end |
| Annual Cash Incentive (2023) | Corporate and individual goals | Target = 40% of salary | Committee-approved | 136,000 | Paid after year-end |
Equity-based awards are primarily stock options with time-based vesting, designed to align interests and support retention; LVTX did not grant annual LTI to Powell in 2023 but granted options in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 239,048 shares (65,000 common + 174,048 options exercisable within 60 days of 3/31/2025) |
| % of Shares Outstanding | <1% (outstanding shares: 26,305,295 as of 3/31/2025) |
| Vested vs Unvested (12/31/2024 snapshot) | Options exercisable: 129,281; unexercisable: 186,669 |
| Pledging/Hedging | Prohibited for directors, executive officers, and employees (no pledging, hedging, short-selling, margin) |
| Ownership Guidelines | Not disclosed for executives in the proxy (director policy described separately) |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 11/01/2022 | 101,563 | 93,437 | 4.38 | 11/01/2032 | 48,750 vested on 11/01/2023; remainder vests in 36 monthly installments from 12/01/2023 |
| 01/19/2024 | 27,718 | 93,232 | 1.59 | 01/18/2034 | Vests in 48 monthly installments beginning 02/19/2024 |
Employment Terms
- Role and Start Date: CFO since November 2022; employment agreement entered October 2022 .
- Current Base Salary and Target Bonus: Base $464,111 (effective Jan 2025); target bonus 40% of base .
- Severance (Non–Change in Control): 12 months base salary + up to 12 months COBRA premiums .
- Severance (Change in Control window: 3 months prior / 12 months post): 12 months base salary + up to 12 months COBRA + lump-sum equal to target bonus; time-based equity awards accelerate and vest in full if (i) awards are continued/assumed/substituted and (ii) termination without Cause or resignation for Good Reason (double-trigger acceleration) .
- Clawback: Compliant with Sarbanes-Oxley §304 and SEC/Dodd-Frank listing rules .
- Hedging/Pledging: Prohibited .
- Non-compete/Non-solicit: Not disclosed.
Company Financial Performance During Powell’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 19,391,000* | 6,769,000* | 11,982,000 |
| EBITDA ($) | -34,334,000* | -42,782,000* | -25,326,000* |
| Net Income ($) | -31,907,000* | -41,871,000* | -25,114,000 |
| Cash from Operations ($) | 4,043,000* | -40,283,000* | -19,544,000 |
Values marked with * were retrieved from S&P Global.
Context:
- 2024 saw revenue improve vs 2023 alongside a narrower EBITDA loss and reduced operating cash outflow; Powell’s annual bonus was determined against 70% corporate goal attainment for 2024 .
Governance and Compensation Program Context
- Compensation Committee engaged Pearl Meyer LLP for independent benchmarking, severance design review, and equity burn/overhang analysis; recommendations were adopted .
- Dutch N.V. structure: director compensation policy subject to shareholder adoption; recurring “say-on-pay” not required unless listed on a European regulated market .
Investment Implications
- Pay-for-performance alignment: Powell’s cash incentive is tied to corporate goal attainment (70% in 2024), while options vest monthly over four years—balancing near-term cash pay with longer-term equity alignment and retention .
- Retention and CoC risk: Double-trigger CoC terms (salary, bonus, and acceleration) create potential payout scenarios in strategic transactions; LVTX disclosed tender-offer related activity in November 2025, indicating a live strategic context for these provisions .
- Selling pressure: Pledging/hedging is prohibited; no RSUs/PSUs disclosed for Powell, and equity exposure is primarily via options that vest over time—limiting immediate forced-selling signals .
- Skin-in-the-game: Beneficial ownership is <1% of shares outstanding (65K common shares; 174K options currently exercisable), offering alignment but modest absolute exposure relative to float .
- Execution risk: LVTX remains early-stage with ongoing restructuring and strategic alternatives; while 2024 fundamentals improved versus 2023, the company is still loss-making and reliant on milestones and financing—heightening sensitivity to clinical and partnering outcomes .