Donald Picker
About Donald Picker
Donald H. Picker, PhD, is Chief Scientific Officer at Moleculin Biotech (MBRX), serving in this role since August 2017 after prior roles as COO and President; he holds a BS from Brooklyn Polytechnic and a PhD from SUNY Albany and is age 80 as of June 2025 . Company TSR deteriorated from 17.95 in 2023 to 2.37 in 2024 as disclosed in pay-versus-performance, while EBITDA losses improved from approximately -$30.5M in 2022 to -$26.5M in 2024, framing a challenged equity performance alongside operational cost tightening [*]. He has a long R&D track record including leading carboplatin and cisplatin development from concept to FDA approval .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tapestry Pharmaceuticals | President | 2006–2007 | Led oncology development initiatives |
| Synergy Pharmaceuticals | CEO | 1998–2003 | Built pipeline; later merged into Callisto |
| Callisto Pharmaceuticals | VP, R&D | 2003–2006 | Advanced oncology assets post-merger |
| Various (oncology) | Program leadership | Various | Led carboplatin/cisplatin from concept to FDA approval |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CNS Pharmaceuticals, Inc. | Board member | 2018–2019 | Former director |
| CNS Pharmaceuticals, Inc. | Chief Science Officer (part-time) | Current | Part-time CSO concurrent with Moleculin |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 340,000 | 340,000 |
| Target Bonus (%) | 47% of salary | 47% of salary |
| Actual Bonus Paid ($) | 124,800 | 160,000 (accrued at 8% interest; 50% paid Apr-2025) |
Performance Compensation
Bonus & Equity by Year
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive ($) | 124,800 | 160,000 (accrued) |
| RSUs Granted (#) | 7,603 | 35,000 |
| RSUs Grant-Date Fair Value ($) | 63,563 | 85,750 |
| Options Granted (#) | 6,667 | 40,000 |
| Options Grant-Date Fair Value ($) | 49,108 | 78,992 |
- Cash bonus metrics: corporate goals included clinical trial progress, internal controls, funding sufficiency; stretch goals allow up to 120% of target payout; committee retains discretion .
- RSU vesting: four equal annual installments, service-based .
- Option vesting: four equal annual installments, service-based .
- Option strike and legacy grants (examples, all 4-year vesting): 6/16/2021 at $55.95 (3,135 unexercisable/1,044 exercisable for Picker), 6/20/2022 at $22.35, 6/22/2023 at $9.00; 11/4/2024 grant for 40,000 options (company-wide 2024 grants show $2.45 strike) .
- Performance-based RSUs (PSUs): 5,744 PSUs granted 12/29/2023; double-trigger vesting requires (i) stock plan amendment approval (achieved Oct 24, 2024) and (ii) one of: licensing transaction >$150M, NDA filing, or change of control; 100% vests upon change of control .
Vesting Mechanics & Recent Insider Activity
- RSU grants (35,000 units dated Nov 4, 2024) vest in four annual tranches beginning on first anniversary; recent Form 4s in November 2025 reflect routine tax withholding (code F) of ~2,131 shares at ~$0.497 and option-related activity (code M) – indicative of vest-related flows rather than discretionary selling .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Ownership % | Notable footnotes |
|---|---|---|---|
| Aug 26, 2024 | 25,695 | Less than 1% | Includes 7,000 held by IntertechBio; 10,694 options exercisable within 60 days |
| Dec 26, 2023 | 294,262 | 0.9% | Includes 105,000 IntertechBio; 99,256 options exercisable within 60 days |
| Feb 28, 2025 | 25,695 | Less than 1% | Includes 7,000 IntertechBio; 10,694 options exercisable within 60 days |
| May 20, 2025 | 29,490 | Less than 1% | S-1 as-of snapshot |
| Aug 28, 2025 | 31,641 | Less than 1% | Includes 7,000 IntertechBio; 14,489 options exercisable within 60 days |
Vested vs Unvested (12/31/2024 snapshot)
| Metric | Count |
|---|---|
| Options exercisable (selected series) | 3,135 (2021); 2,167 (2022); 1,667 (2023) |
| Options unexercisable (selected series) | 1,044 (2021); 2,167 (2022); 5,000 (2023) |
| Unvested RSUs | 5,297 (2023 grant); 2,156 (2022 grant); 35,000 (2024 grant) |
| PSUs outstanding (unvested) | 5,744 |
Alignment policies:
- Anti-hedging policy prohibits hedging transactions absent approval .
- Clawback: Dodd-Frank restatement recoupment policy adopted Oct 2, 2023 .
- Stock plan: no tax gross-ups; independent committee; no evergreen; repricing prohibited without shareholder approval .
- Pledging: no specific disclosure for Picker; not indicated in filings .
Employment Terms
- Role and start: CSO since Aug 2017; current employment agreement dated Jan 4, 2024 .
- Term: one-year initial term with automatic one-year renewals unless non-renewed .
- Base salary: $340,000, reviewed annually .
- Severance: 12 months base salary upon termination without cause or for good reason (with 90 days’ notice) .
- Non-compete: 12 months post-termination .
- Change-of-control economics: 2024 Stock Plan empowers full vesting/goal satisfaction at committee discretion; PSUs vest 100% upon change of control .
- Clawback and anti-hedging policies: in effect as noted .
- Related party transactions: Employment of Picker’s daughter (clinical research associate), compensation < $120,000 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -30.51M* | -29.50M* | -26.52M* |
| Values retrieved from S&P Global. |
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (Value of $100) | 17.95 | 2.37 |
- Clinical execution: Phase 3 AML MIRACLE program advanced (first EU patient dosed; accelerated recruitment; ongoing updates) .
- Financing cadence and warrant approvals affected dilution but sustained trial funding; shareholder votes approved multiple warrant-related proposals in 2024–2025 special/annual meetings .
Compensation Committee & Governance
- Compensation Committee: Michael Cannon (Chair), with members Robert George, John Climaco, Elizabeth Cermak; independent consultant Pay Governance retained since 2018 for benchmarking and peer methodology .
- Say-on-pay: advisory vote presented to shareholders in 2024 proxy .
Investment Implications
- Pay-for-performance: Picker’s cash bonus targets focus on clinical milestones and funding rather than TSR or profitability; 2024 bonuses were fully accrued (with 8% interest) but partially deferred—signaling tight liquidity and alignment with clinical progress rather than near-term P&L . RSUs and options vesting over four years create ongoing insider share flows (tax withholding and occasional exercises), but Form 4s indicate limited discretionary selling; monitor vest schedules to anticipate supply .
- Change-of-control leverage: PSUs vest in full on change of control, increasing the value of clinical inflection points or strategic transactions; this can align executive incentives with potential M&A/NDA catalysts but adds dilution risk if realized .
- Ownership alignment: Beneficial ownership remains <1%; equity exposure is primarily through options/RSUs; anti-hedging and clawback policies strengthen governance, while a related-party employment (daughter) is a minor governance flag to monitor .
- Performance backdrop: Despite improving EBITDA losses*, TSR fell sharply in 2024, underscoring binary clinical risk; compensation structure is appropriately R&D-centric but investors should watch for changes to bonus metrics, PSU goal probability, and any repricing-like actions (currently prohibited for equity awards without shareholder approval) .
[*] Values retrieved from S&P Global.