Wendy Guy
About Wendy Guy
Wendy Guy is Chief Administrative Officer (CAO) of Processa Pharmaceuticals (PCSA) and has served in this role since October 4, 2017. She has 20+ years of business operations experience and previously scaled Questcor’s Maryland office from 2 employees to nearly 100 and expanded the facility from 1,200 to 15,000 sq. ft. . Education: A.A., Mount Wachusett Community College . Age: 56 as of April 14, 2021; she also serves as Corporate Secretary for Board communications . Performance metrics like TSR, revenue, and EBITDA growth are not disclosed at the executive level in the available filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Questcor Pharmaceuticals (acq. by Mallinckrodt in 2014) | Senior Manager, Business Operations (Maryland Office lead) | 2009–2014 | Built administrative and contracts team; scaled from 2 to ~100 employees; expanded facility from 1,200 to 15,000 sq. ft. |
| AGI Therapeutics, plc | Senior Manager, U.S. Operations | Not disclosed | Responsible for day-to-day business and administrative operations |
| ICON Strategic Drug Development Division | Senior-level positions | Not disclosed | Roles across corporate management/operations; regulatory/ops exposure |
| GloboMax (acquired by ICON in 2003) | Senior-level positions | Not disclosed | Senior roles in drug development services |
| Mercer Management Consulting | Senior-level positions | Not disclosed | Senior roles in operations/management |
| Promet Therapeutics, LLC | Co-Founder, Director, Chief Administrative Officer | Not disclosed | Leadership roles at early-stage therapeutic company |
External Roles
No public company board or committee roles disclosed for Wendy Guy. She is noted as Corporate Secretary for stockholder communications (internal role) .
Fixed Compensation
Current Fixed Compensation Terms (Employment Agreement dated March 19, 2025)
- Base salary: $325,520
- Target bonus: 30% of base compensation (executive bonus pool)
- Equity: RSUs previously granted under 2019 Omnibus Incentive Plan; additional grants at Compensation Committee discretion
- Benefits: Eligible to participate in executive welfare benefit plans (medical, prescription, dental, disability, life, etc.)
Historical Cash Compensation (Summary Compensation Table)
| Metric | 2021 | 2022 |
|---|---|---|
| Salary ($) | $87,500 | $93,875 |
| Stock Awards ($) | $347,012 | $925,625 |
| Option Awards ($) | $0 | $0 |
| All Other Compensation ($) | $295 | $313 |
| Total ($) | $434,807 | $1,019,813 |
Note: 2021–2022 RSU awards included deferred compensation in RSUs to conserve cash; RSUs earned ratably and vested quarterly but are subject to distribution requirements (earlier of termination, third anniversary, change of control, or death) .
Performance Compensation
Equity Awards and Vesting Schedules (Selected Disclosures)
| Grant Type | Grant Date | Quantity | Vesting / Performance Conditions | Exercise Price | Term |
|---|---|---|---|---|---|
| Stock Options | 06/20/2019 | 7,859 (time-based); 8,664 (performance) | Time-based: 1/3 at 1-year anniversary, remainder ratably over next 2 years; Performance tranches vested upon (i) in-licensing additional drug asset (1,733 options vested 08/29/2019), (ii) PCS499 Phase 2A completion (1,733 vested 12/31/2020), (iii) Nasdaq up-list (5,198 vested 10/06/2020) | $16.80 | 5 years |
| RSUs | 07/01/2021 | 21,430 | 8,572 time-based over 2 years; 12,858 performance: (a) PCS6422 interim analysis completed 11/01/2021 → 4,286 vested; (b) PCS499 interim analysis — cancelled 12/31/2022; (c) cumulative capital raise ≥ $30M → 4,286 upon achievement | N/A | Plan terms |
| RSUs | 04/01/2022 and 07/11/2022 | 247,841 each NEO; 110,139 deemed contingent until 07/11/2022 due to share availability | Cliff vested on 01/01/2023 | N/A | Plan terms |
| RSUs | 01/01/2023 | 761,635 (all NEOs) | 310,895 vest ratably over 2 years; 450,740 vest ratably over 3 years from grant date | N/A | Plan terms |
Performance Metrics Tied to Payouts
| Metric | Incentive Type | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| In-license additional drug asset | 2019 Options (Performance) | Not disclosed | Achieve asset in-licensing | Achieved 08/29/2019 | 1,733 options vested | Immediate upon event |
| PCS499 Phase 2A completion | 2019 Options (Performance) | Not disclosed | Complete Phase 2A trial | Achieved 12/31/2020 | 1,733 options vested | Immediate upon event |
| Nasdaq up-list | 2019 Options (Performance) | Not disclosed | Up-list to Nasdaq | Achieved 10/06/2020 | 5,198 options vested | Immediate upon event |
| PCS6422 interim analysis | 2021 RSUs (Performance) | Not disclosed | Complete interim analysis | Completed 11/01/2021 | 4,286 RSUs vest | Per RSU terms |
| PCS499 interim analysis | 2021 RSUs (Performance) | Not disclosed | Complete interim analysis | Cancelled 12/31/2022 | No payout | N/A |
| Capital raise ≥ $30M (cumulative) | 2021 RSUs (Performance) | Not disclosed | ≥ $30M cumulative raise | Not disclosed | 4,286 RSUs upon achievement | Per RSU terms |
Distribution requirements: Vested RSUs are not distributed until the earlier of termination, 3rd anniversary of grant, change-of-control, or death; as of 12/31/2022, 527,007 RSUs for all NEOs had vested but not met distribution requirements (aggregate; individual breakdown not provided) .
Equity Ownership & Alignment
Beneficial Ownership (SEC 60-day rule)
| As-of Date | Shares | Percent of Outstanding |
|---|---|---|
| September 1, 2023 | 706,920 | 2.8% of 24,606,474 shares |
| April 22, 2024 | 39,156 | 1.4% of 2,856,104 shares |
Ownership Breakdown (Representative detail from filings)
| Component | Sep 1, 2023 | Apr 22, 2024 |
|---|---|---|
| Direct shares | 187,746 | 11,433 |
| CorLyst, LLC-related | 166,691 | 8,335 |
| RSUs issuable within 60 days | 335,960 | 18,561 |
| Stock options exercisable within 60 days | 16,523 | 827 |
- Shares pledged/hedged: No pledging or hedging disclosures identified for Wendy Guy in available filings .
- Ownership guidelines: No executive stock ownership guidelines or compliance disclosures identified for Wendy Guy in available filings .
Employment Terms
| Term | Detail |
|---|---|
| Role & start date | CAO since October 4, 2017 |
| Agreement date | Employment agreement executed March 19, 2025 |
| Term | Continues until terminated or modified; executive agreements provide at-will termination by either party |
| Base salary | $325,520 |
| Target bonus | 30% of base compensation (executive bonus pool) |
| Equity | RSUs under 2019 Omnibus Incentive Plan; future grants at Compensation Committee discretion |
| Severance (good reason or company termination) | One-year base salary; 12 months continued health coverage; full vesting of all RSUs or other equity awards then outstanding and subject to time-based vesting |
| Change-in-control | Section titled “Potential Payments Upon Termination or Change in Control”; severance specifics disclosed for termination; additional CIC specifics not detailed in excerpt |
| Non-compete | One year post-termination (standard executive agreements) |
| Non-solicit | One year post-termination (standard executive agreements) |
| Confidentiality & IP | Confidentiality obligations indefinite; company owns inventions developed during employment per defined scope |
| Corporate Secretary | Serves as Corporate Secretary for Board communications |
| Clawback / tax gross-ups / garden leave | Not disclosed in available filings |
Investment Implications
- Pay-for-performance alignment: Equity-heavy compensation with explicit operational/performance triggers (options: asset in-licensing, trial completion, Nasdaq listing; RSUs: clinical milestones and capital raises) indicates alignment with value-creation events rather than solely time-based vesting .
- Vesting acceleration risk: 2025 agreements provide full vesting of time-based awards upon certain terminations, which may reduce retention friction at separation but can increase near-term share distribution supply overhang if triggered .
- Insider selling pressure: Distribution requirements defer RSU share issuance until specific events; aggregate 527,007 vested-but-undistributed RSUs across NEOs as of 12/31/2022 suggests potential issuance waves upon triggers, which may create episodic sell pressure. Individual RSU distribution timing for Wendy not disclosed .
- Ownership alignment: Historically meaningful beneficial ownership (2.8% in 2023 including RSUs/options within 60 days) with both direct holdings and CorLyst-associated shares signals skin-in-the-game; lower percentage in 2024 reflects a different shares-outstanding base post-capital actions rather than necessarily reduced alignment .
- Retention risk: At-will employment and one-year non-compete/non-solicit indicate modest contractual retention constraints; severance terms are standard for small-cap biotech and likely not overly dilutive in change scenarios .
- Governance: Dual role as CAO and Corporate Secretary centralizes operational and governance communication functions, supporting execution continuity; no red flags found on pledging/hedging or related-party transactions in the excerpts reviewed .