Patrick Lin
About Patrick Lin
Patrick Lin is Chief Business & Strategy Officer at Processa Pharmaceuticals (PCSA), serving in this role since October 4, 2017. He is the founder and long-time Managing Partner of Primarius Capital, with prior roles at Robertson Stephens & Co., E*Offering (Co‑Founding Partner), and Goldman Sachs. He holds an MBA from Kellogg, an M.S. in Engineering Management, and a B.S. from USC . Processa’s proxy includes Pay‑Versus‑Performance disclosures linking “compensation actually paid” to TSR and net income, offering context on performance alignment, though no Lin‑specific TSR/targets are itemized .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primarius Capital | Founder & Managing Partner | “more than 15 years” | Family office managing public/private investments focused on small caps |
| E*Offering | Co‑Founding Partner | “10 years prior to forming Primarius” | Capital markets origination platform; investment banking/brokerage pedigree |
| Robertson Stephens & Co. | Banking/Brokerage roles | “10 years prior to forming Primarius” | Small‑cap/life sciences financing exposure |
| Goldman Sachs & Co. | Banking/Brokerage roles | “10 years prior to forming Primarius” | Institutional capital markets experience |
External Roles
| Item | Disclosure |
|---|---|
| External public-company board roles | Not disclosed for Mr. Lin in PCSA’s proxy biography |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary (Annual) | $325,520 |
| Target Bonus % of Base | 30% via executive bonus pool |
| Equity Eligibility | RSUs under 2019 Omnibus Incentive Plan; additional grants at Compensation Committee discretion |
Performance Compensation
| Award Type | Quantity | Status/Timing | Vesting Terms | Notes |
|---|---|---|---|---|
| RSUs | 22,951 shares | Issuable within 60 days of May 1, 2025 | Time-based; employment agreements provide full vesting of time-based RSUs upon qualifying severance | |
| RSUs | 8,697 shares | Issuable within 60 days of August 7, 2025 | Time-based; subject to standard plan terms | |
| Stock Options | 827 options | Exercisable within 60 days of April 22, 2024 | Standard option terms; overall plan prohibits repricing/backdating | |
| Plan Performance Metrics (illustrative) | — | — | Metrics may include revenue, earnings/EPS, TSR, regulatory milestones, M&A milestones, etc. (set by Administrator) | Company plan enumerates possible performance goals; specific metric weightings/targets for Lin not disclosed |
Change-of-control treatment under plan: if awards are assumed/replaced, double-trigger acceleration upon termination without cause/for good reason within 24 months; if not assumed, unvested RSUs and other awards vest immediately prior to the change-of-control, with specified cash-out mechanics for performance awards .
Equity Ownership & Alignment
| Metric | Apr 22, 2024 | May 1, 2025 | Aug 7, 2025 |
|---|---|---|---|
| Shares beneficially owned | 48,002 | 160,760 | 156,174 |
| Ownership (% of outstanding) | 1.7% (out of 2,856,104 shares) | 1.3% (out of 11,884,356 shares) | <1% (out of 50,349,149 shares) |
| Component (Breakdown) | Apr 22, 2024 | May 1, 2025 | Aug 7, 2025 |
|---|---|---|---|
| Direct shares | 28,614 | 29,059 | 38,727 |
| Lin Family Trust shares | — | 43,500 | 43,500 |
| Warrants (Lin Family Trust) | — | 65,250 | 65,250 |
| RSUs (issuable within 60 days) | 18,561 | 22,951 | 8,697 |
| Stock options (exercisable within 60 days) | 827 | — | — |
- Shares outstanding basis used for percentages: 2,856,104 (Apr 22, 2024) ; 11,884,356 (May 1, 2025) ; 50,349,149 (Aug 7, 2025) .
- 10b5‑1 plans: none adopted/terminated in Q4 2024 for directors/executives .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | March 19, 2025 (Exhibit 10.15) |
| Position | Chief Business & Strategy Officer |
| Term/At‑Will | Continues until terminated or modified; at‑will termination provisions |
| Base Salary | $325,520 |
| Target Bonus | 30% of base via executive bonus pool |
| Equity | RSUs under 2019 Omnibus Incentive Plan and potential additional grants |
| Severance (Qualifying Termination/Good Reason) | 1x annual base salary; 12 months health coverage; full vesting of time‑based RSUs/other time‑based equity |
| Change‑of‑Control | If assumed/replaced: double‑trigger acceleration upon termination within 24 months; if not assumed: immediate vesting prior to CoC and cash‑out mechanics for performance/cash incentive awards |
| Clawback/Recoupment | Awards subject to company clawback/recoupment policies, including restatement clawback (Exhibit 97.1) |
| Restrictions/Outside Activities | May manage personal investments; serve on certain non‑competing for‑profit boards with CEO approval; permitted non‑profit board service |
Risk Indicators & Red Flags
- Section 16(a) compliance: three late Forms 4 filings were noted (April 12, 2024 and August 2, 2024) for multiple executives including Patrick Lin .
- Equity overhang and dilution backdrop: as of Aug 7, 2025, overhang <1% pre‑increase; proposed addition of 10,000,000 shares would raise overhang to ~10.3% if effective as of that date .
- Plan safeguards: no tax gross‑ups; no repricing/backdating; double‑trigger CoC acceleration when awards are assumed/replaced; limited transferability .
Investment Implications
- Alignment: Meaningful equity exposure via direct holdings, RSUs, and family‑trust warrants suggests skin‑in‑the‑game; RSU‑heavy mix and no gross‑ups/plan repricing is shareholder‑friendly .
- Retention vs. mobility: Severance provides 1x salary plus full vesting of time‑based RSUs—supportive of retention, but also reduces forfeiture risk upon exit; double‑trigger CoC reduces windfall risk when awards are assumed .
- Selling pressure: No Q4 2024 10b5‑1 plans and RSUs vesting within 60 days of record dates could create episodic liquidity events; monitor filings around vest dates and trust‑related warrant exercises .
- Governance/risk: Late Forms 4 are a minor process red flag; ongoing proposals to expand share reserve and authorized shares increase potential dilution, relevant for assessing equity award supply and future insider grants .