David Young
About David Young
Dr. David Young (age 72) is Founder and President of Research & Development at Processa Pharmaceuticals and a director since 2017. He served as CEO (Oct 4, 2017–Aug 7, 2023) and Chairman until July 11, 2022, and transitioned to President, R&D on Aug 8, 2023 . He holds a B.S. in Physiology, M.S. in Medical Physics, and Pharm.D.-Ph.D. in pharmacokinetics-pharmacodynamics; he has met with FDA over 100 times and been a key member on more than 30 FDA indication approvals, with prior roles on FDA Advisory Committees and NIH grant review committees . Pay-versus-performance disclosure shows TSR deterioration through 2024 and continued net losses, underscoring a capital-constrained environment for pay design and retention: TSR value of $100 investment fell from $74 (2021) to $17 (2022), $5 (2023), and $1 (2024); net loss was $(11,427)k (2021), $(27,474)k (2022), $(11,122)k (2023), $(11,850)k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Processa Pharmaceuticals | Chief Executive Officer | 2017–2023 | Led regulatory science approach; transitioned leadership to CEO George Ng in Aug 2023 . |
| Processa Pharmaceuticals | Chairman of the Board | Until Jul 11, 2022 | Oversight of strategy and governance; role separated from CEO to strengthen independence . |
| Processa Pharmaceuticals | President, Research & Development | Since Aug 8, 2023 | Leads Next Generation Chemotherapy (NGC) portfolio and regulatory strategy . |
| Questcor Pharmaceuticals | Board Member; later Chief Scientific Officer | 2006–2014 | Worked with FDA on sNDA approval of Acthar for infantile spasms; company sold for $5.7B in 2014 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FDA Advisory Committees | Member | — | Contributed to guidance and review processes; foundation of Processa’s regulatory science approach . |
| NIH Grant Review Committees | Member | — | Supported scientific rigor in oncology and rare disease programs . |
| World Orphan Drug Congress USA 2025 | Speaker (“Applying Principles of FDA’s Project Optimus…”) | Apr 24, 2025 | Advocated dose-optimization principles for rare disease approvals aligned with Processa’s regulatory strategy . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Agreement Terms) |
|---|---|---|---|
| Base Salary ($) | $160,200 | $290,940 (incl. $181,733 voluntarily deferred) | $387,920 (per Mar 19, 2025 agreement) |
| Target Bonus (%) | — | — | 40% of base salary |
| Actual Bonus Paid ($) | — (not disclosed) | — (not disclosed) | — (no payout disclosed to date) |
Performance Compensation
| Incentive Type | Grant Date | Metric | Target | Actual | Payout | Vesting/Distribution |
|---|---|---|---|---|---|---|
| RSUs (6,466 sh) | Jun 28, 2024 | Service-based | Tenure over 3 years | Ongoing | RSUs vest over schedule | 3,233 sh vest Jan 1, 2025; 2,425 sh vest 1/3 on Jan 1, 2025 and monthly thereafter . |
| RSUs (event-based) | Jun 28, 2024 | Nasdaq bid price compliance regained | Event achieved | Achieved Oct 2, 2024 | 404 sh vested | Distribution per plan requirements . |
| RSUs (event-based) | Jun 28, 2024 | First patient dosed in Phase 2 (NGC-Cap) | Event achieved | Achieved Oct 2, 2024 | 404 sh vested | Distribution per plan requirements . |
| RSUs | Jan 1, 2023 | Service-based | Annual vesting | Ongoing | RSUs vest annually | 1,202 sh vest annually on Jan 1, 2024–2026 . |
| RSUs (event-based) | Jul 1, 2021 | Capital raise milestone | Cumulative $30M raised | Pending/ongoing | 215 sh vest at event | Distribution at milestone; earlier tranches under 2021 grant also covered interim analyses . |
Notes: Dr. Young reallocated a portion of his shortfall RSUs (10,500 sh originally granted) to other employees in 2023, evidencing team retention focus .
Equity Ownership & Alignment
| Metric | Apr 22, 2024 | May 1, 2025 | Aug 7, 2025 |
|---|---|---|---|
| Total Beneficial Ownership (sh) | 159,176 | 475,734 | 470,661 |
| Ownership (%) of Outstanding Shares | 5.5% (O/S 2,856,104) | 3.9% (O/S 11,884,356) | <1% (O/S 50,349,149) |
| Direct/Common Shares (sh) | 80,544 | 205,405 | 217,332 |
| Warrants (sh) | — | 186,750 | 186,750 |
| Family Entities (sh) | 18,851 | 18,851 | 18,851 |
| CorLyst, LLC (sh) | 41,464 (disclaimed portion) | 41,464 (disclaimed portion) | 41,464 (22,920 on behalf of entities controlled; 18,544 other holders) |
| RSUs Issuable within 60 Days (sh) | 18,317 | 23,264 | 6,264 |
| Pledged/Hedged Shares | No pledging or hedging disclosed | No pledging or hedging disclosed | No pledging or hedging disclosed . |
| Ownership Guidelines Compliance | Not disclosed | Not disclosed | Not disclosed . |
Related-party note: CorLyst reimbursed Processa ~$112k (2023) and ~$110k (2024) for shared costs; Dr. Young is CorLyst’s CEO/Managing Member and disclaims beneficial ownership of a portion of CorLyst shares .
Employment Terms
| Provision | Dr. Young Agreement (Mar 19, 2025) |
|---|---|
| Term/Role | President, R&D; employment at-will under agreement . |
| Base Salary | $387,920; reviewed annually . |
| Target Bonus | 40% of base salary via executive bonus pool . |
| Severance (termination by Company without cause or resignation for good reason) | One year of base salary; 12 months of continued health coverage; full vesting of all time-based RSUs/equity then outstanding; subject to release . |
| “Good Reason” (examples) | >5% decrease in base or target bonus (except broad temporary reductions) or material decrease in authority/responsibilities . |
| Non-Compete/Non-Solicit | Standard employee non-compete and non-solicit for 1 year post-termination; confidentiality indefinite . |
| Change-of-Control (equity plan) | Double trigger: if awards are assumed, unvested equity accelerates on termination without cause/for good reason within 24 months post-CoC; if not assumed, broad vesting/cash-out prior to CoC . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2017; executive (non-independent) director . |
| Committee Roles | None (audit, compensation, nominating committees are independent-only) . |
| Chairman/Leadership | Chairman is Justin Yorke (since Jul 11, 2022); CEO+Chair roles separated to bolster independence . |
| Meeting Attendance (2024) | Board met 20 times; Dr. Young missed 2 meetings . |
| Independence Status | Non-independent (executive) . |
Compensation Structure Analysis
- Heavy equity mix and salary shortfall RSUs reflect cash conservation and alignment with milestones (Nasdaq compliance, clinical first-patient dosing), indicating event-based pay levers rather than pure financial KPIs (revenue/EBITDA) in a pre-revenue biotech context .
- Plans prohibit option/SAR repricing and gross-ups; double-trigger equity acceleration limits “single-trigger” windfalls, supporting shareholder-friendly governance .
- Year-over-year, Dr. Young’s cash salary increased from $160,200 (2023) to $290,940 (2024), with significant deferrals in 2024 ($181,733), and an updated 2025 agreement establishing $387,920 base and 40% target bonus—suggesting a pivot from pure equity-heavy comp towards competitive fixed pay for retention amid scale-up .
Related Party Transactions
- CorLyst reimbursements: ~$112,000 (2023) and ~$110,000 (2024) for shared costs (payroll, health insurance, rent). Dr. Young is CEO and Managing Member of CorLyst; CorLyst held 56,467 PCSA shares as of Apr 22, 2024/May 1, 2025. Dr. Young disclaims beneficial ownership of a portion of CorLyst shares .
Risk Indicators & Red Flags
- Ongoing net losses and TSR decline (2021–2024) increase retention risk and pressure to tie incentives to clinical and capital milestones rather than financial metrics .
- Nasdaq bid-price compliance regained in 2024 via milestone; multiple reverse splits and large authorized share increases/dilution proposals signal financing risk and potential investor pushback on equity overhang (reverse split approvals in 2023 and proposals in 2025, plus authorization increase and plan evergreen) .
- Plan protections (no repricing, double trigger) mitigate governance concerns; no pledging/hedging disclosed .
Say-on-Pay & Peer Group
- Advisory say-on-pay presented in 2024 and 2025 proxies; peer group and vote outcomes not disclosed. Compensation Committee comprises independent directors (Chair: Geraldine Pannu; members: Khoso Baluch, James Neal), without consultant conflicts disclosed .
Expertise & Qualifications
- Advanced degrees (Pharm.D.-Ph.D.) with extensive FDA engagement (>100 meetings) and >30 indication approvals; prior CSO role at Questcor tied to Acthar sNDA approval; speaking/publishing on dose optimization principles (Project Optimus) in rare disease drug development .
Investment Implications
- Alignment: Event-based RSUs (Nasdaq compliance; Phase 2 first-patient dosing) create tangible execution incentives; 2025 agreement adds competitive fixed pay and 40% target bonus for retention .
- Selling pressure: Warrants (186,750 sh) and RSUs vesting cadence could create periodic supply; larger corporate authorizations and plan evergreen dilute alignment but reflect capital needs typical of small-cap biotech .
- Governance: Separation of CEO/Chair, independent committees, double-trigger CoC and no-repricing provisions are shareholder-friendly; related-party CorLyst reimbursements are modest and disclosed .
- Execution risk: TSR and net losses emphasize reliance on clinical milestones and financing; compensation levers tied to operational KPIs are appropriate but require sustained delivery (trial progress, partnerships, capital access) .