J.D. Finley
PALISADE BIOAbout J.D. Finley
J.D. Finley, age 68, is Palisade Bio’s Chief Executive Officer, Chief Financial Officer, and a director. He has served as CFO since April 2021, CEO since October 2022, and was appointed to the Board in February 2023. He holds a B.A. in business administration from Boise State University and an M.S. in Taxation from the University of Denver. During his tenure, the company reported net losses of $14.26M (2022), $12.30M (2023), and $14.44M (2024), with cumulative TSR values of 8 (2022), 1 (2023), and 0 (2024) per the Pay-Versus-Performance framework. The Board cites his familiarity with Palisade, operations, and life sciences expertise as qualifications for Board service .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leading Biosciences, Inc. | CFO | Jan 2017–2021 | Predecessor subsidiary; finance leadership and Board service supported strategic transition to Palisade . |
| Leading Biosciences, Inc. | Director | Dec 2014– | Governance oversight; industry continuity prior to Palisade merger . |
| PointAcross, Inc. | CEO | Jan 2016–Jan 2017 | Led marketing firm; operating leadership experience . |
| Goldmail, Inc. | EVP then President | EVP: Mar 2011–Jun 2012; President: Jun 2012–Apr 2014 | Progression to P&L leadership; commercial execution . |
| Proteus Capital Partners, Inc. | Co-founder | Not disclosed | Structured financing for businesses; capital markets acumen . |
| Phillips Capital | CFO | Not disclosed | Broker/dealer CFO; private debt/equity raise specialization . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leading Biosciences, Inc. | Director | Dec 2014– | Board oversight in life sciences; continuity into Palisade Bio . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $440,500 | $520,333 | $542,000 |
| Target Bonus % of Base | 40% | 50% | 50% |
| Actual Bonus Paid ($) | $133,100 | $271,000 | $271,000 |
| Stock Awards ($) | $0 | $264,541 | $0 (2023 grants intended for 2024; no new 2024 awards) |
| Option Awards ($) | $39,961 | $221,226 | $0 (no new 2024 awards) |
| Total Compensation ($) | $613,561 | $1,277,100 | $813,000 |
| Current Base (as of Jan 1, 2025) | $575,000 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate performance (clinical/medical development; financial position; corporate operations/infrastructure) | Not disclosed | 100% of corporate goals; 50% target bonus | 100% achieved | $271,000 | Cash bonus following fiscal year . |
| Performance RSUs (PRSU) | Market-based price hurdles | N/A | 50% vests at 20-day VWAP ≥ $48.00; 50% at ≥ $63.75 | Unvested | N/A | Upon market hurdle; outstanding as of 12/31/2024 . |
| Equity Options/RSUs | Service-based | N/A | Quarterly vest over 3 years | Ongoing | N/A | Quarterly vesting over three years from grant . |
| Phantom Units (9/4/2025 grant) | Cash-settled linked to common stock FMV | N/A | 323,400 units; vest 12 equal quarterly installments over 3 years (Feb 5/May 5/Aug 5/Nov 5; first vest 11/5/2025) | Plan terminated 10/22/2025; all unvested canceled | $0 | Would settle at earliest trigger; terminated with no consideration . |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | Ownership % | Breakdown (direct/derivative) | Notes |
|---|---|---|---|---|
| Oct 13, 2025 | 39,660 | * (<1%) | 13,472 common; 134 warrants; 26,001 options; plus 51 common and 2 warrants via FCW Investments LLC | Excludes 2,166 PSUs tied to stock price hurdles . |
| Sep 12, 2025 | 38,586 | * (<1%) | 13,472 common; 134 warrants; 24,927 options; plus 51 common and 2 warrants via FCW Investments LLC | Reflects exercisable within 60 days methodology . |
- Hedging and margining are prohibited under the Insider Trading Policy; pledging via margin or borrowing against Company stock is banned, reducing misalignment risk .
- Finley participates in executive ownership primarily via options/RSUs/PRSU; director compensation is not paid to him due to executive status .
Employment Terms
| Term | Description |
|---|---|
| Role | CEO and CFO, reporting to the Board . |
| Base Salary | $575,000/year (effective Jan 1, 2025) . |
| Annual Bonus | Discretionary, up to 50% of base salary, paid after performance assessment . |
| Equity Awards | Eligible for annual/additional equity awards (options/RSUs/PRSU), and Phantom Units as applicable; Phantom Unit Plan adopted 9/4/2025 then terminated 10/22/2025 with unvested units canceled . |
| Severance (outside Change-in-Control) | 12 months base salary continuation; COBRA up to 12 months; 100% acceleration of time-based equity vesting; unpaid prior-year bonus, subject to release . |
| Severance (during Change-in-Control Period) | Lump sum equal to 24 months base salary and 2x target bonus; COBRA up to 24 months; 100% acceleration of time-based equity awards; unpaid prior-year bonus, subject to release . |
| Alternative CIC description in proxy | Proxy also describes CIC benefits of 18 months salary continuation + target bonus + COBRA 18 months + full acceleration of time-based equity; reflects evolving terms across filings . |
| Restrictive Covenants | Non-compete, non-solicit, and confidentiality conditions required for severance eligibility . |
| Clawback Policy | Adopted Oct 2023; recoupment of incentive compensation upon restatement; historically no incentive comp based on restatable financial metrics . |
| Hedging/Margin Policy | No short sales, options, hedging, or margining of Company stock permitted . |
Board Governance
- Board service: Director since Feb 2023; not independent; not a member of Audit, Compensation, or Governance & Nominating committees .
- Committee structure: Independent Chair (Donald Williams); Audit (Williams Chair, Chuang, Wei), Compensation (Chuang Chair, Williams), Governance & Nominating (Williams Chair, Chuang, Wei) .
- Leadership separation: Independent Chair structure reinforces oversight; separation of Chair and CEO viewed by Board as enhancing effectiveness .
- Director compensation: Finley does not receive director fees due to executive status .
Director Service History and Dual-Role Implications
- Board tenure and independence: Finley is a management director, “not independent,” with dual CEO/CFO roles; independence concerns are mitigated by an independent Chair and fully independent committee memberships .
- Committee roles: None (as executive); independent directors chair all committees, with Audit Committee financial expert designation for Chair .
- Attendance rates: Committee meeting counts disclosed (e.g., Audit met 5 times in 2024), but individual attendance rates not specified .
Compensation Structure Analysis
- Mix shift: 2024 compensation mix tilted to cash versus equity, as no new RSU/option awards were granted in 2024 (2023 grants intended to cover 2024 service), lowering equity-related pay volatility .
- Pay versus performance: “Compensation actually paid” to Finley was $691,605 (2024) versus SCT total of $813,000; equity fair value adjustments reduced “compensation actually paid,” reflecting depressed equity values and unvested equity .
- Phantom Units: A new cash-settled Phantom Unit Plan (9/4/2025) introduced multi-year vesting but was terminated 10/22/2025, canceling unvested awards for no consideration—removing a potential near-term cash outflow and alignment lever .
- Peer benchmarking: Compensation Committee used Compensia; 2024 cash compensation positioned around the 25th percentile of the peer group .
Vesting Schedules and Insider Selling Pressure
| Instrument | Grant | Vesting | Status |
|---|---|---|---|
| RSUs (2023 grants) | 2,780 RSUs (conditional; shareholder-approved June 8, 2023) | 12 equal quarterly installments over 3 years | Ongoing vesting; service-based . |
| PRSU (2023 grants) | 2,166 PSUs | 50% at 20-day VWAP ≥ $48.00; 50% at ≥ $63.75 | Unvested as of 12/31/2024 . |
| Options | Various ISO/NQ grants with exercise prices from $8.85 to legacy plan prices | Typically quarterly over 3 years | Outstanding; vest per schedules . |
| Phantom Units | 323,400 (9/4/2025) | Executive units vest quarterly for 12 quarters (Feb/May/Aug/Nov; first vest 11/5/2025); settle on trigger events | Plan terminated 10/22/2025; unvested canceled for no consideration . |
- Pressure signals: The termination of Phantom Units removes potential cash-settled vesting events; PRSU vesting is contingent on substantial stock price hurdles; options vest gradually, diffusing near-term selling pressure. Hedging/margin prohibitions further limit misalignment or forced sales .
Related Party Transactions
- August 16, 2022 offering participation: Finley invested $25,000 for 133 units (common + Series 1 and Series 2 warrants); Series 2 warrants subsequently adjusted and had an exercise price of $6.31 as of May 16, 2024 .
Pay-Versus-Performance Indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO SCT Total – Finley ($) | $613,561 | $1,277,100 | $813,000 |
| PEO Compensation Actually Paid – Finley ($) | $460,933 | $1,048,872 | $691,605 |
| Average Non-PEO NEO SCT Total ($) | $249,577 | $328,723 | $581,000 |
| Average Non-PEO NEO Compensation Actually Paid ($) | $216,433 | $317,500 | $525,409 |
| Cumulative TSR (Initial $100) | 8 | 1 | 0 |
| Net Income (Loss) ($) | -$14,260,000 | -$12,300,047 | -$14,438,000 |
Board Committee Details (Current Structure)
| Committee | Chair | Members | Independence |
|---|---|---|---|
| Audit | Donald A. Williams | Williams, Emil Chuang, Binxian Wei | All members independent; Chair is audit committee financial expert . |
| Compensation | Emil Chuang | Chuang, Donald A. Williams | All members independent; non-employee; outside directors per rules . |
| Governance & Nominating | Donald A. Williams | Williams, Emil Chuang, Binxian Wei | All members independent . |
Director Compensation (FY 2024)
| Director | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Donald A. Williams | $106,875 | $7,842 | $114,717 |
| Margery Fischbein | $44,918 | $14,474 | $59,392 |
| Binxian Wei | $53,393 | $7,842 | $61,235 |
| James R. Neal | $11,466 | $0 | $11,466 |
| Stephanie C. Diaz | $6,379 | $0 | $6,379 |
| Mary Ann Gray, Ph.D. | $10,645 | $0 | $10,645 |
| Cristina Csimma, PharmD, MHP | $5,050 | $0 | $5,050 |
| Robert Trenschel, D.O. | $5,316 | $0 | $5,316 |
Note: Finley does not receive director compensation given his executive role .
Employment & Contracts Key Economics
| Provision | Outside CIC | During CIC Period |
|---|---|---|
| Salary/Bonus | 12 months base continuation; unpaid prior-year bonus | Lump sum 24 months base + 2x target bonus; unpaid prior-year bonus . |
| Equity Acceleration | 100% acceleration of time-based equity | 100% acceleration of time-based equity . |
| COBRA | Up to 12 months | Up to 24 months . |
| Conditions | Non-compete, non-solicit, confidentiality; effective release | Same; effective release . |
Proxy disclosure also references an alternative CIC construct (18 months salary continuation + target bonus + 18 months COBRA + full time-based acceleration), indicating evolving severance terms across filings .
Outstanding Equity Awards (Selected Lines at FY-End)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| ISO | 11/21/2023 | 0 | 1,000 | 8.85 | 11/21/2033 |
| NQ | 2/6/2023 | 2,224 | 0 | 36.00 | 2/6/2033 |
| NQ | 6/11/2023 | 4,950 | 621 | 24.00 | 6/11/2033 |
| PRSU | 2/6/2023 | — | — | — | 1,083 unearned units; payout value $1,787 at $1.65 share price as of 12/31/2024 . |
Compensation Committee Analysis and Advisors
- Compensia engaged in 2024 to evaluate compensation strategy and peer benchmarking; Committee positions PALI’s cash comp at ~25th percentile of peer group .
Risk Indicators & Policies
- Clawback policy for incentive compensation post-restatement; historically limited exposure due to non-use of restatable financial targets .
- Hedging/margining prohibited; mitigates misalignment and collateral pledge risk .
- Phantom Unit Plan termination eliminates cash-settled vesting obligations, reducing potential near-term cash outflows .
Investment Implications
- Alignment: A significant portion of Finley’s realizable upside is equity-linked and market-hurdle dependent (PRSU at $48/$63.75), which tightly aligns incentives with TSR but may be out-of-the-money near term given recent TSR metrics .
- Retention and change-in-control economics: Enhanced CIC severance (up to 24 months base + 2x target bonus, full acceleration) could reduce turnover risk in strategic events but signals meaningful cost to shareholders if a transaction occurs .
- Near-term selling pressure: With no 2024 equity grants and the Phantom Units terminated unvested, incremental near-term selling pressure from vesting is limited; options vesting remains staggered, and hedging/margin bans reduce forced sale risks .
- Governance mitigants: Independent Chair and independent committees offset dual CEO/CFO role concerns; Finley is not independent and not on committees, preserving oversight integrity .
- Pay trajectory: 2024 total compensation declined versus 2023 and “compensation actually paid” further reduced by equity valuation adjustments, reflecting tighter cost discipline and equity underperformance impacts .