Mitchell Jones
PALISADE BIOAbout Mitchell Jones
Mitchell Jones, M.D., Ph.D., is Chief Medical Officer at Palisade Bio (PALI) since September 5, 2023, with over 17 years of medical and pharmaceutical experience across translational and clinical development in IBD, metabolic, hepatic infectious disease, and oncology . He holds a BS in Physiology, a Master of Biomedical Engineering, a Doctor of Medicine, and a Doctor of Biomedical Philosophy from McGill University . Company pay-versus-performance disclosures show cumulative shareholder return (value of $100 investment) of $8 in 2022, $1 in 2023, and $0 in 2024, alongside net losses of $14.26M (2022), $12.30M (2023), and $14.44M (2024), framing a challenging operating backdrop for incentives tied to corporate milestones . Dr. Jones’ tenure includes a 2024 salary of $415,000 and a 100% payout on a 40% target bonus, evidencing alignment to clinical/operational goals rather than pure financial metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chemomab Inc. (Nasdaq: CMMB) | VP, Corporate Development & Strategy | Nov 2022–Sep 2023 | Led strategy for fibro-inflammatory disease programs . |
| Finch Therapeutics Group, Inc. (Nasdaq: FNCH) | VP, Clinical Discovery & Development | Aug 2020–Nov 2022 | Advanced immune-modulating therapies for serious GI infection/IBD . |
| Biora Therapeutics, Inc. (Nasdaq: BIOR) | VP, Translational & Clinical Development | May 2015–Jul 2020 | Assisted in securing over $100M in investor capital; developed targeted, local immune-modulating therapies for IBD . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novome Biotechnologies, Inc. | Consultant | Nov 2022–Sep 2023 | Advised IBD development programs . |
| xBiome, Inc. | Consultant | Nov 2022–Sep 2023 | Advised IBD development programs . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 135,189 | 415,000 |
| Stock Awards ($) | 54,247 | - (RSU grants approved Nov 2023, therefore recognized in 2023) |
| Option Awards ($) | 49,563 | - (Option grants approved Nov 2023, therefore recognized in 2023) |
| Non-Equity Incentive ($) | 166,000 | 166,000 |
| All Other Compensation ($) | 53,025 (consulting pre-appointment) | - |
| Total ($) | 458,024 | 581,000 |
- Base salary increased to $440,000 effective January 1, 2025 .
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate: clinical & medical development, financial position, corporate operations/infrastructure | 40% of base salary | 100% of corporate targets | $166,000 | N/A (cash) |
| Equity Options/RSUs | Time-based vesting | Typically quarterly over 3 years | N/A | N/A | Quarterly vest over 3 years from grant |
- 2024 bonus was determined entirely by corporate target achievement (100%), indicating emphasis on execution milestones rather than financial restatement-sensitive metrics; clawback policy adopted Oct 2023 applies to incentive compensation following restatements, though company historically has not used restatement-sensitive financial metrics for incentives .
Equity Ownership & Alignment
| Date (as of) | Beneficially Owned Shares | Ownership % | Shares Outstanding |
|---|---|---|---|
| Aug 7, 2025 | 13,307 | * (<1%) | 9,119,152 |
| Sep 12, 2025 | 15,724 | * (<1%) | 9,119,152 |
| Oct 13, 2025 | 16,325 | * (<1%) | 133,002,572 |
- Notes: Beneficial ownership includes securities exercisable within 60 days; address c/o Palisade Bio, Inc., Carlsbad, CA . No pledging/hedging disclosures specific to Jones identified; Insider Trading Policy exists, with policy attached to the 2024 Annual Report .
Outstanding Equity Awards (Fiscal Year-End 2024)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| ISO | 11/21/2023 | 736 | 1,474 | 8.85 | 11/21/2033 | Equal quarterly over 3 years |
| NQ | 9/5/2023 | 2,083 | 2,917 | 10.35 | 9/5/2033 | Equal quarterly over 3 years |
Phantom Unit Plan (2025)
- Granted 289,000 Phantom Units on September 4, 2025, vesting in 12 equal quarterly installments over three years with scheduled vest dates on Feb 5, May 5, Aug 5, Nov 5; first vest Nov 5, 2025 .
- Executive Trigger Events and payment: lump sum within 60 days upon Liquidity Change in Control; 12 monthly installments for termination without cause/for good reason outside CIC; lump sum within 60 days for termination within 12 months post-CIC; 7th anniversary lump sum .
- Plan terminated October 22, 2025; Jones’ Phantom Units were unvested and terminated for no consideration, removing a potential future cash-settled overhang .
Employment Terms
| Term | Current Provision (A&R Jones Agreement, Sept 4, 2025) |
|---|---|
| Role | Chief Medical Officer; reports to CEO |
| Base Salary | $440,000 per year (effective Jan 1, 2025) |
| Target Bonus | 40% of base salary; discretionary, paid post performance determination |
| Equity Eligibility | Annual and additional equity awards, may include Phantom Units (subject to plan) |
| Severance (Outside CIC) | 12 months base salary continuation; COBRA premiums up to 12 months; any unpaid prior-year bonus; subject to release and covenant compliance |
| Severance (During CIC Period) | Lump sum equal to 24 months base salary and 2x target bonus; COBRA premiums up to 24 months; 100% acceleration of time-based equity awards; any unpaid prior-year bonus; subject to release and covenant compliance |
| Restrictive Covenants | Non-competition, non-solicitation, confidential information covenants required for benefits |
| At-Will Status | Employment at-will (original agreement dated Sep 5, 2023) |
- Prior terms (Sep 5, 2023 Jones Employment Agreement): base $415,000; 40% target bonus; severance outside CIC was nine months salary + COBRA nine months; CIC benefits were 12 months salary + 100% target bonus + COBRA 12 months + full acceleration; A&R (Sep 2025) increased severance and CIC multiples materially .
Performance & Track Record (Company Context)
| Year | Value of $100 Shareholder Return ($) | Net Income or Loss ($) |
|---|---|---|
| 2022 | 8 | -14,260,000 |
| 2023 | 1 | -12,300,047 |
| 2024 | 0 | -14,438,000 |
- 2024 executive bonuses (including Jones) paid based on 100% achievement of corporate targets related to clinical development, financial position, and corporate operations/infrastructure .
Governance, Policies, and Related Parties
- Clawback Policy: Adopted October 2023; requires reimbursement of incentive compensation awarded in error following restatement due to material noncompliance; historically incentives not based on restatement-sensitive financial metrics .
- Insider Trading Policy: Adopted; policy attached as Exhibit 19.1 to 2024 Annual Report .
- Related-Person Transactions Policy: Transactions > lesser of $120,000 or 1% of average total assets require Audit Committee review; no related party transactions (outside compensation) identified since Jan 1, 2022 .
Investment Implications
- Retention risk reduced, turnover cost increased: Amended and Restated terms materially increase severance (12 months outside CIC; 24 months + 2x target bonus during CIC) and accelerate time-based equity upon CIC, strengthening retention but raising potential change-of-control costs .
- Incentive levers tied to execution milestones: 2024 bonus paid at 100% on clinical/operational targets despite negative net income and low TSR, indicating compensation focus on development milestones over financial outcomes; clawback mitigates restatement risk but may not recapture bonuses tied to non-financial metrics .
- Limited skin-in-the-game: Beneficial ownership remains <1%, with holdings of 13,307 (Aug 2025) rising to 16,325 (Oct 2025), modest alignment compared to total shares outstanding post corporate actions .
- Near-term selling pressure from equity awards appears limited: Options vest quarterly over three years; Phantom Units granted in Sept 2025 were terminated unvested in Oct 2025 for no consideration, removing a prospective cash-settled payout overhang .
- Execution track record supports capital formation: Prior role assisting in >$100M capital raises at Biora suggests capability in advancing programs and financing strategies, favorable for development-stage value creation .