Lawrence Kenyon
Outlook TherapeuticsAbout Lawrence Kenyon
Lawrence A. Kenyon (age 59) is Interim Chief Executive Officer, Chief Financial Officer, Executive Vice President, Treasurer, Secretary, and a Class III director of Outlook Therapeutics; he has served as CFO since September 2015, Interim CEO since December 2024, was CEO/President from August 2018 to July 2021, and a director since August 2018. He holds a B.A. in Accounting from the University of Wisconsin–Whitewater and is a CPA (Illinois) . Outlook has not generated revenue from product sales and reported a FY2024 net loss of $75.4M; cumulative TSR value of an initial $100 investment was $12 in 2024 (down from $56 in 2022) . Board determined most directors are independent; Kenyon is the sole management director; the Board has an independent Chair and a Lead Independent Director to reinforce governance while Kenyon holds dual CEO/CFO roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arno Therapeutics, Inc. | CFO; also COO | 2014–2015 | Finance and operations leadership at oncology-focused biopharma |
| Tamir Biotechnology, Inc. | Interim President & CEO; CFO; Secretary | 2011–2013 | Led turnaround/operations at a public biopharma (oncology/anti-infective) |
| Par Pharmaceutical Companies, Inc. | EVP, Finance; CFO | 2008–2010 | Senior finance leadership at a public generic/branded pharma company |
| Alfacell Corporation | CFO/Secretary; EVP/COO/President; Director | 2007–2009 | Multi-function executive; served on the board (public biopharma) |
| NeoPharm, Inc. | EVP, CFO, Corporate Secretary | 2000–2006 | Public biopharma finance executive |
External Roles
- No other current public company board roles for Mr. Kenyon are disclosed in the proxy .
Fixed Compensation
| Element | Value/Terms | Period |
|---|---|---|
| Base Salary | $475,000 | FY2024 |
| Target Bonus | 50% of base salary | Per employment agreement |
| Actual Bonus Paid | $0 (no non-equity incentive comp paid) | FY2024 |
| Benefits | 401(k) match up to 3% of deferred comp; life insurance premiums (same terms as employees) | FY2024 |
| Director Fees | No additional compensation for board service | FY2024 |
Performance Compensation
| Instrument | Grant date | Qty (options) | Exercise price | Vesting schedule | Accounting grant-date fair value |
|---|---|---|---|---|---|
| Time-based stock options | Mar 20, 2024 | 12,500 | $6.78 | 25% vests on Mar 20, 2025; remainder vests monthly over 3 years, continued service required | Included in 2024 “Option Awards” of $158,427 |
| Performance-based stock options | Mar 20, 2024 | 12,500 | $6.78 | 25% vests upon achievement of a specified company milestone; remainder vests monthly over 3 years following milestone, continued service required | Included in 2024 “Option Awards” of $158,427 |
Additional equity from prior years remains outstanding; see detailed option schedule below. The company has adopted a Dodd-Frank compliant clawback policy covering cash/equity incentive compensation for the prior three fiscal years in the event of a required financial restatement . The Insider Trading Policy prohibits short sales, options, hedging, margin accounts, and pledges of company stock .
Equity Ownership & Alignment
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership (common) | 253,341 shares; 1.0% of outstanding common stock as of Jan 15, 2025 |
| Options exercisable within 60 days (included above) | 247,395 shares via options exercisable within 60 days |
| Hedging/Pledging | Prohibited by policy (no short sales, hedging, margin, pledges) |
| Ownership guidelines | Not disclosed in proxy |
| Director pay in equity | Not applicable; no extra compensation for board service |
Outstanding equity awards (as of Sep 30, 2024):
| Grant date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Aug 1, 2018 | 3,125 | — | $137.60 | Aug 1, 2028 |
| Feb 19, 2019 | 5,000 | — | $211.20 | Feb 19, 2029 |
| Sep 12, 2019 | 22,500 | — | $35.00 | Sep 12, 2029 |
| Mar 19, 2020 | 10,821 | — | $10.80 | Mar 19, 2030 |
| Jul 17, 2020 | 22,500 | — | $31.60 | Jul 17, 2030 |
| Oct 1, 2020 | 137,586 | 45,863 | $14.20 | Oct 1, 2030 |
| Mar 20, 2024 (time-based) | — | 12,500 | $6.78 | Mar 20, 2034 |
| Mar 20, 2024 (performance-based) | — | 12,500 | $6.78 | Mar 20, 2034 |
Employment Terms
| Scenario | Cash severance | Bonus severance | Benefits continuation | Equity acceleration |
|---|---|---|---|---|
| Termination without cause / resignation for good reason | 12 months base salary | 100% of annual target bonus (lump sum) | Up to 12 months | 50% of then-unvested time-based awards vest |
| CIC protection (termination without cause or for good reason within 2 months prior to or within 12 months after a Change in Control) | 18 months base salary | 150% of annual target bonus (lump sum) | Up to 18 months | If terminated within 6 months prior to a CIC: 100% time-vested equity vests; if terminated within 12 months post-CIC and awards are assumed/substituted: 100% time-vested equity vests (double-trigger when awards are assumed) |
| Post-termination option exercise | Options remain exercisable through full original term (10 years typical) upon termination other than for cause/death/disability (PTEP Extension Policy) | — | — | — |
Definitions of “cause” and “good reason” are set forth in the agreement, including material breach, dishonesty/fraud, felony, policy violations, refusal to follow directives, or material reduction in salary/duties or relocation; cure and notice provisions apply .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $56 | $10 | $12 |
| Net income (loss) | $(66,052,264) | $(58,982,668) | $(75,366,714) |
| Product sales revenue status | No revenue from product sales (company disclosure) | — | — |
Notes: Outlook states it will need substantial additional financing to fund operations and potential commercialization of ONS-5010/LYTENAVA .
Board Governance and Service
- Board tenure and class: Director since August 2018; reclassified to Class III effective January 30, 2025 and nominated for term ending 2028 .
- Committee roles: Executive Committee member; not listed on Audit, Compensation, or Nominating committees .
- Independence: Board determined eight directors are independent; Kenyon is not independent (management) .
- Board leadership: Independent Chair (Faisal Sukhtian) and Lead Independent Director (Randy Thurman) to enhance oversight; Lead Independent Director empowered to manage conflicts, including with the largest shareholder .
- Attendance: Board met five times in the last fiscal year; all directors attended at least 75% of Board and committee meetings .
- Director compensation: Non-employee directors receive retainers and option grants; Kenyon received no additional pay for board service .
- Say-on-pay: Advisory vote on NEO compensation is on the 2025 ballot .
Compensation Committee Analysis Snapshot
- Committee members: Randy Thurman (Chair), Kurt Hilzinger, Yezan Haddadin; all independent .
- Consultant: Mercer engaged to benchmark executive and director compensation (peer review, survey data) .
Capital Structure and Potential Dilution Context
- January 31, 2025 SPA for a $33.1M unsecured convertible note (New Note) at $2.26 initial conversion price, with triggers that can reduce the effective price; potential issuance >19.99% requires shareholder approval .
- If fully converted at $2.26, 14,646,018 new shares would be issued (58.8% increase vs 24,905,635 shares outstanding on Jan 15, 2025) .
- Proposal to increase authorized common shares from 60,000,000 to 260,000,000; lack of authorized shares constrains financing and equity incentives absent approval .
Investment Implications
- Alignment and incentives: Kenyon’s pay emphasizes equity options (time- and milestone-based), with robust CIC double-trigger protections and a clear clawback and anti-hedging/pledging framework—supportive of long-term alignment but with meaningful severance leverage (18 months base + 150% target bonus in CIC terminations) that can elevate change-of-control costs .
- Retention risk vs. selling pressure: Near-term vesting from 2024 time-based options (25% cliff in Mar 2025) and future vesting upon milestone achievement could create incremental supply; the PTEP policy extends option exercisability, reducing forced selling but lengthening overhang duration .
- Governance considerations: Combining Interim CEO and CFO roles concentrates authority; the Board’s independent Chair and Lead Independent Director roles, and Kenyon’s absence from key oversight committees, mitigate dual-role concerns .
- Financing/dilution overhang: The company’s disclosure of no product revenue, continued losses, and dependence on equity-linked financing (convertible note, authorized share increase, recent warrant transactions) suggests ongoing dilution risk and stock volatility around capital events and regulatory/commercial milestones for ONS-5010/LYTENAVA .