Paul Romness
About Paul Romness
Paul A. Romness, MPH is Founder, Chairman, President and Chief Executive Officer of OS Therapies (OSTX). He founded the company in April 2018, became CEO at inception, and has served as Chairman since October 2024; he is age 59 and holds an MPH from George Washington University and a BS in Finance from American University . As CEO/Chair, he leads OS Therapies’ clinical and platform development (OST-HER2 and tADC) and is presented as an experienced leader with large pharma background; investor materials highlight near-term regulatory milestones and cash runway into mid-2026, signaling execution focus, though specific TSR or EBITDA growth metrics are not disclosed in proxies . Shareholder support is evidenced by his 2025 election vote (For: 12,814,006; Withheld: 47,649; Broker non-votes: 7,654,827) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OS Therapies | Founder, President & CEO; Chairman | 2018–present; Chairman since Oct-2024 | Grew into clinical R&D biotech with OST‑HER2 and tADC platform; leads strategy and oversight as combined CEO/Chair . |
| PR Strategies | Principal | 2014–2018 | Advisory role; groundwork prior to founding OS Therapies . |
| Boehringer Ingelheim | VP Government Affairs & Public Policy | 2008–2014 | Led external policy; supports commercialization and market access initiatives . |
| Amgen | Director, State Government Affairs | 2005–2008 | State-level advocacy, market shaping for therapeutic portfolio . |
| Johnson & Johnson | Various roles | 1990–2003 | Foundational pharma experience across commercial/policy domains . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No outside public company board roles or committee positions disclosed for Mr. Romness in proxy filings . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 360,000 | 480,000 |
| Actual Cash Bonus ($) | — | 200,000 (for completing equity line and Dec-2024 private placement) |
Performance Compensation
Equity Awards (Options) – Grant Values
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($) | — | 2,754,316 |
Narrative: Executives were issued ISO options with a three-year vesting period; options had fair value of $0 as of filing date (not vested), reflecting time-based vesting and stage-of-development realities, though 2024 grant date fair value is recorded under ASC 718 .
Incentive/Performance Payouts – Detail
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Transaction Execution (ELOC and Series A private placement) | Not disclosed | Not disclosed | Completed Oct-2024 ELOC and Dec-2024 private placement | 200,000 | Cash; N/A |
| Equity – ISO Option Award | Time-based (3-year) | N/A | Ongoing vesting; not vested at filing | Grant FV 2,754,316 (2024) | 3-year vesting; exercise price $1.86 |
Plan mechanics: Performance awards must have 12–60 month periods; goals set within 90 days of period start; change-in-control may accelerate vesting of options/RSUs and deem performance goals met, subject to award terms and committee discretion .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Ownership % of Common |
|---|---|---|
| Feb 12, 2025 | 2,248,000 (excludes 800,000 options not within 60 days) | 10.25% |
| Aug 20, 2025 | 2,473,000 | 7.8% |
Outstanding Equity Awards (Year-End 2024)
| Exercisable Options | Unexercisable Options | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 0 | 800,000 | 1.86 | Not disclosed | ISO; 3-year vesting; fair value of outstanding options was $0 at filing (not vested) . |
- Shares pledged as collateral: No pledging disclosure; board had not yet adopted formal hedging policy as of the 2025 proxy .
- Ownership guidelines: Not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date / Term | Employment agreement dated Feb 21, 2023; term expires Feb 21, 2026 . |
| Base Salary Floor | First-year $360,000; second-year not less than $360,000; board-determined thereafter . |
| Bonus Eligibility | Annual cash bonus at board discretion; participation in 2023 Incentive Compensation Plan . |
| Severance | If terminated by company for reasons other than defined cause/disability/etc., entitled to compensation for balance of term . |
| Change-of-Control | Employment agreement: no change-of-control provisions . Plan: potential vesting acceleration and performance certification upon CoC, per award agreements and committee discretion . |
| Non-Compete | One-year post-employment; confidentiality covenants standard . |
| Good Reason | Defined at award or service agreement level; default meaning per plan/agreements if applicable . |
Board Governance
| Item | Detail |
|---|---|
| Board Roles | Combined CEO and Chairman structure; board deems appropriate for company size/activities . |
| Independence | Audit, Compensation, and Nominating committees composed of independent directors; CEO/Chair is management, not independent . |
| Committee Memberships | Audit: Ciccio (chair), McKean Dieser, Search; Compensation: Search (chair), Jarry, Ciccio; Nominating: Ciccio, Jarry, Search . |
| Executive Sessions | Each regular board meeting includes executive sessions without employee directors; independent directors meet in executive session at least annually . |
| Attendance | In 2024, each director attended 75%+ of board and committee meetings on which they served . |
| Election Votes (2025 AGM) | Paul A. Romness: For 12,814,006; Withheld 47,649; Broker non-votes 7,654,827 . |
Director Compensation
| Policy Element | Amount |
|---|---|
| Non-Employee Director Annual Retainer (Members) | $0 (current policy stage) . |
| Chairman Retainer | $5,000 . |
| Committee Chair Fees | $0 for Audit/Comp/Nominating chairs (as disclosed) . |
| 2024 Non-Employee Grants | Options granted; fair values ranged ~$24,505–$32,162 per director . |
As an employee director, Mr. Romness’s director compensation is not separately disclosed; his compensation is captured in NEO tables .
Compensation Structure Analysis
- 2023 vs 2024 mix: Shift from cash-only (2023 salary $360k, no bonus) to cash plus significant equity grant (2024 salary $480k, $200k discretionary cash bonus, $2.75M grant-date FV in options), increasing at-risk, equity-linked compensation aligned with long-term milestones .
- Equity plan expansion: Share reserve increased (proposed to 10,000,000) and per-person award limits clarified, potentially enabling larger future equity incentives—both retention and dilution considerations .
- Performance metrics: Discretionary cash bonus tied to financing transactions; no disclosed weighting/targets for operational metrics in 2024; plan permits multi-year performance awards with committee certification, but individual PSU metrics not disclosed for Mr. Romness .
- Option structure: ISO options, 3-year time-based vesting, $1.86 strike; creates potential insider selling pressure as tranches vest if share price appreciates; exact vesting dates not disclosed .
Risk Indicators & Red Flags
- Combined CEO/Chair role may raise governance independence concerns; board cites company size as rationale .
- Hedging/insider trading policies were not yet formally adopted as of the 2025 proxy, increasing risk of misalignment or perception issues; board intends to adopt during 2025 .
- Section 16(a) compliance: Late filings noted for multiple insiders, including Mr. Romness (Form 5 due to missed Form 4 in Dec-2024), indicating process/control immaturity post-IPO .
- Change-of-control: Employment agreement lacks CoC severance; plan-level CoC may accelerate vesting, which can create windfalls and potential dilution if triggered .
- Dilution risk: Equity reserve expansion to 10M shares and frequent capital transactions could pressure insider selling once vesting occurs; specifics depend on future grants .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, OSTX is not required to conduct advisory say‑on‑pay votes or disclose frequency votes, and provides scaled disclosures under the JOBS Act .
- 2025 AGM results show strong support for director elections and compensation plan amendment proposals; Romness received substantial votes “For” .
Compensation Committee Analysis
- Composition: Independent directors Search (chair), Jarry, Ciccio; met twice in 2024 .
- Mandate: Sets CEO and Section 16 officer goals/comp, oversees equity plans, can retain independent compensation advisors; no advisor engagement disclosures provided .
- Peer group/targets: No disclosed compensation peer group, target percentiles, or consultant reports—limits external benchmarking transparency .
Employment Terms – Additional Provisions
| Provision | Detail |
|---|---|
| Termination for Cause | Death/disability; willful/material malfeasance, dishonesty, substance abuse; continuing breach after notice/cure; conviction of crime involving moral turpitude . |
| Severance Mechanics | Balance-of-term pay if terminated by company for reasons other than defined cause categories . |
| Plan-Level Adjustments | Committee may adjust performance criteria for unusual events; awards may be settled/assumed or accelerated in corporate transactions . |
Investment Implications
- Alignment: High 2024 equity grant and 7.8% beneficial ownership as of Aug-2025 signal alignment; time-based vesting and $1.86 strike create leverage to execution milestones and potential monetization upon vesting .
- Retention: Balance-of-term severance and significant unvested option overhang (800k) support retention; absence of CoC severance reduces guaranteed payouts in a sale, but plan-level acceleration could still deliver value, influencing negotiation stances .
- Trading signals: Pending adoption of formal insider trading/hedging policies and prior Section 16 late filings argue for monitoring Form 4 activity closely in upcoming vesting windows; equity plan enlargement increases probability of future grants and dilution .
- Governance: Combined CEO/Chair warrants scrutiny of board independence and oversight quality; committee independence is robust, attendance acceptable, and executive sessions routine; investors may press for lead independent director designation as scale increases .
- Performance linkage: Cash bonus tied to financing rather than operational KPIs suggests near-term focus on capitalization; lack of disclosed PSU metrics reduces visibility into pay-for-performance rigor—watch future proxies for metric design as programs mature .