Russell Skibsted
About Russell Skibsted
Chief Financial Officer of Processa Pharmaceuticals (PCSA) since July 16, 2024; age 65; BA in Economics (Claremont McKenna College) and MBA (Stanford GSB). Prior experience spans CFO and capital markets leadership at Alimera Sciences (SVP/CFO, 2023), Rockwell Medical (EVP/CFO/CBO, 2020–2022), BioTime/Lineage Cell Therapeutics (CFO, 2017–2020) and venture/structured finance roles at Asset Management Company and GE Capital . Company performance context: PCSA is pre-revenue; EBITDA has improved vs 2022; company TSR shown in SEC “Pay vs Performance” disclosures declined sharply through 2024, reflecting high equity-financed development-stage risk .
Financial values marked with * are retrieved from S&P Global.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($USD) | -19,468,793* | -11,456,839* | -12,050,424* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($USD) | -2,734,430* | -2,846,689* | -3,950,482* | -3,488,542* |
Company TSR (from SEC Pay vs Performance table): $100 initial investment → $74 (2021), $17 (2022), $5 (2023), $1 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alimera Sciences | SVP & CFO | 2023 | Public-company CFO; ophthalmic pharma; transaction context with ANI Pharmaceuticals |
| Rockwell Medical | EVP, CFO & Chief Business Officer | 2020–2022 | Finance, operations; hemodialysis products business |
| BioTime (Lineage Cell Therapeutics) | CFO (and CFO for subsidiaries: AgeX, OncoCyte, Asterias) | 2017–2020 | Multi-entity CFO leadership across public/private subsidiaries |
| Aeolus, Spectrum, Hana Biosciences | CFO/Chief Business Officer | Various | Public/private life sciences finance leadership |
| Asset Management Company (VC) | Portfolio Management Partner & CFO | Early career | Venture portfolio and finance leadership |
| GE Capital Services (Structured Finance) | Vice President | Early career | Structured finance execution |
External Roles
No current public-company directorships disclosed for Skibsted in PCSA filings .
Fixed Compensation
| Component | Terms | Status/Notes |
|---|---|---|
| Base salary | $400,000 per year | Amended employment agreement (Mar 19, 2025) affirms $400,000 |
| Target bonus % | 35% of base (initial) | Increased to 40% in amended agreement (Mar 19, 2025) |
| Base salary increase trigger | +$50,000 upon cumulative ≥$15M financing led/substantially participated by CFO | Retained in 2025 amendment |
| Benefits | Standard welfare benefit participation (medical, dental, life, etc.) | Per executive programs |
Performance Compensation
| Incentive | Metric | Weighting/Target | Actual/Payout (status) | Vesting |
|---|---|---|---|---|
| RSU grant (28,000) | Time-based (service) | 50% (14,000 RSUs) | By Aug 7, 2025, Skibsted had RSUs for 21,000 shares issuable within 60 days (distribution pending) | 50% after one year |
| RSU grant (28,000) | Market cap milestone | 25% vests upon PCSA reaching ≥$30M market cap | Not specifically disclosed; ownership shows 21,000 RSUs issuable within 60 days as of Aug 7, 2025 | On milestone achievement |
| RSU grant (28,000) | Financing milestone | 25% vests upon cumulative ≥$15M financing led/substantially participated by CFO | Not specifically disclosed; ownership shows 21,000 RSUs issuable within 60 days as of Aug 7, 2025 | On milestone achievement |
Change-of-control vesting: All unvested RSUs and future equity-linked securities immediately vest upon a Change in Control per Skibsted’s employment agreement . Under the company’s Amended Incentive Plan, assumed awards are double-trigger (require termination without cause or resignation for good reason within 24 months post-CoC); unassumed awards vest/cash out at change-of-control .
Equity Ownership & Alignment
| As-of Date | Direct Shares | RSUs issuable ≤60 days | Options/Warrants | % Outstanding | Pledging/Hedging |
|---|---|---|---|---|---|
| May 1, 2025 | 0 | 0 (not listed) | 0 (not listed for Skibsted) | <1% | No pledging/hedging disclosed |
| Aug 7, 2025 | — | 21,000 RSUs | — | <1% | No pledging/hedging disclosed |
Plan protections: No tax gross-ups, no option/SAR repricing, double-trigger CoC acceleration when assumed; awards generally non-transferable .
Employment Terms
- Start date and role: Appointed CFO effective July 16, 2024; biography (age, education, prior roles) disclosed in Item 5.02 8-K .
- Contract term: At-will; Employment Agreement effective July 15–16, 2024; amended March 19, 2025 .
- Severance: Upon death/disability, termination without cause, resignation for good reason, or CoC-related termination (3 months pre or 12 months post), receives one year of base salary plus target bonus, and up to 12 months of health coverage (or cash equivalent if needed), subject to release .
- 280G best-of cutback: “Better-of” provision—reduce payments to avoid excise tax only if net benefit is greater; otherwise pay full and incur excise tax; reductions follow prescribed order .
- Restrictive covenants: One-year employee non-solicitation; confidentiality and inventions assignment; remedies include injunctive relief .
- Equity plan CoC terms: If awards are assumed, double-trigger acceleration on termination without cause/for good reason within 24 months; if not assumed, time-based and performance awards vest or pay out at change-of-control .
Vesting Schedules and Insider Selling Pressure
- RSU vesting cadence: 50% time-based after one year; remaining 50% tied to market cap and financing milestones; immediate vesting at CoC per CFO agreement .
- Recent ownership status: RSUs for 21,000 shares issuable within 60 days as of Aug 7, 2025 .
- Insider filings: Form 4 filings by Skibsted on Jul 18, 2024 (initial reporting and power of attorney) and Oct 1, 2025 (award-related) indicate grants/awards, not open-market sales .
Compensation Structure vs Performance Metrics
- Cash vs equity mix: CFO comp features moderate cash (base, target bonus) and materially equity-linked RSUs tied to company financing and market cap milestones, aligning incentives with capital formation and valuation .
- Equity plan expansion: Special meeting approved adding 10,000,000 shares to the Incentive Plan (total 10,800,000) plus an evergreen that can add up to 5% of fully diluted shares annually through 2035; equity central to exec compensation strategy .
- Company-level performance metrics: Incentive Plan allows a broad set (revenue, EBITDA, TSR, regulatory milestones, etc.), but CFO’s initial RSU grant emphasized financing and valuation milestones .
Related Party Transactions and Governance
- No related party transactions disclosed for Skibsted; CorLyst reimbursements involve PCSA’s President R&D, not CFO .
- Governance features: No tax gross-ups, no option/SAR repricing, double-trigger CoC vesting in plan; adjunct special meeting votes approved reverse split authority and authorized share increase (Charter Proposal), enabling future capital raises .
Investment Implications
- Alignment: CFO’s RSUs directly incentivize achieving financing and market cap thresholds, aligning with capital access and valuation objectives in a development-stage biotech .
- Dilution risk and equity supply: Authorized share increase to 1,000,000,000 and Incentive Plan expansion/evergreen create significant capacity for future equity issuance and awards, elevating dilution risk; however, plan includes shareholder-friendly features (no gross-ups, no repricing) .
- Change-of-control dynamics: CFO agreement provides single-trigger immediate vesting at CoC, potentially richer than plan’s double-trigger for assumed awards; 280G “better-of” provision mitigates excise tax drag but can still result in large payouts if CoC occurs .
- Selling pressure: RSU vesting events and distribution timing (21,000 RSUs issuable within 60 days as of Aug 7, 2025) may create episodic supply; recent Form 4s show awards, not sales; monitor for 10b5‑1 plans or sale filings .
Financial values marked with * were retrieved from S&P Global.