Frank Bedu-Addo
PDS BiotechnologyAbout Frank Bedu-Addo
Frank Bedu-Addo, Ph.D., is President, Chief Executive Officer, Principal Executive Officer and Director of PDS Biotechnology, serving as director, President and CEO since March 2019; he is 60 years old and holds an M.S. in Chemical Engineering and a Ph.D. in Pharmaceutics from the University of Pittsburgh . PDS Biotech’s pay-versus-performance disclosure shows cumulative TSR values of 162.96 (2022), 61.36 (2023), and 20.12 (2024), alongside net losses of $40.9M (2022), $42.9M (2023), and $37.6M (2024), emphasizing a clinical-stage focus where compensation is tied to pipeline progress rather than financial metrics .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (index) | 162.96 | 61.36 | 20.12 |
| Net Loss ($USD) | ($40,854,855) | ($42,942,000) | ($37,610,384) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KBI BioPharma, Inc. | Vice President, Drug Development | Not disclosed | Oversaw operations including BD, drug development/manufacturing, P&L |
| Cardinal Health (East Coast biotech) | Founder/Manager of biotech drug development & manufacturing operations | Not disclosed | Established and managed operations; scaling biotech manufacturing capability |
| Akzo-Nobel | Associate Director | Not disclosed | Contributed to drug development programs |
| Elan (The Liposome Co.) | Senior Scientist | Not disclosed | Contributed to antiviral and anticancer drug development |
| Schering-Plough | Principal Scientist | Not disclosed | Contributed to multiple drug development initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PDS Biotechnology (public company) | Director (Class C term through 2027) | Since March 2019 | Employee director; not on Board committees |
| Other public/private boards | — | — | None disclosed in proxy |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $580,000 | $597,400 |
| Target Bonus (%) | Up to 55% of Base | Up to 55% of Base |
| Actual Bonus Paid ($) | $255,200 | $0 (no 2024 bonus) |
| Option Awards Fair Value ($) | $4,157,387 | $1,647,000 |
| All Other Compensation ($) | $18,647 (401k match) | $19,169 (401k match) |
| Total ($) | $5,011,234 | $2,263,569 |
Performance Compensation
- Annual incentive design and metrics: For clinical-stage context, annual bonuses are discretionary and evaluated versus corporate performance objectives (clinical milestones for lead candidates, R&D milestones for early-stage programs, financings, organizational build-out, and shareholder value); weighting and specific targets are not disclosed . In 2024, Bedu-Addo received no bonus; peers achieved 50% of goals .
- Equity awards: Stock options with exercise price at least fair market value; standard vesting is 25% on the first anniversary, then equal monthly installments over 36 months; aligns long-term incentives to value creation; no RSUs/stock awards outstanding for NEOs at year-end 2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Corporate Objectives (clinical, R&D, financing, org build, value creation) | Not disclosed | Established annually by Compensation Committee | CEO: did not receive 2024 bonus; others achieved 50% | CEO: 0% of target for 2024 | Options: 25% at 1-year, then monthly over 36 months |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 2,425,777 |
| Ownership as % of shares outstanding | 5.3% |
| Components | 690,866 common shares; 1,734,911 options exercisable within 60 days |
| Anti-pledging/hedging policy | Pledging and hedging prohibited without advance approval; margin accounts restricted |
| Clawback/recoupment | Awards subject to mandatory clawback under governance guidelines and law |
Outstanding equity awards (as of 12/31/2024):
| Exercisable | Unexercisable | Exercise Price | Grant Date | Expiration |
|---|---|---|---|---|
| 300,000 | — | $5.87 | 02/28/2024 | 02/28/2034 |
| 184,644 | 200,656 | $11.61 | 01/05/2023 | 01/05/2033 |
| 212,544 | 78,956 | $6.28 | 01/19/2022 | 01/19/2022 |
| 707,800 | — | $2.43 | 12/08/2020 | 12/08/2030 |
| 125,000 | — | $1.45 | 06/23/2020 | 06/23/2030 |
| 100,000 | — | $5.99 | 06/28/2019 | 06/28/2029 |
| 53,173 | — | $9.04 | 03/14/2019 | 03/14/2029 |
| 179,486 | — | $9.04 | 03/14/2019 | 03/14/2029 |
Employment Terms
| Trigger | Cash Severance | Bonus Treatment | Equity | Options Exercisability | Benefits |
|---|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (non-CoC) | Base salary for 24 months | Greater of: prior-year bonus or prorated current-year bonus through service end-date | 100% vesting of outstanding equity as of termination date | Earliest of: 18 months post-termination; original 10-year expiry; plan termination | Benefits continuation for 24 months, paid as supplemental cash equal to 1.3× welfare benefit expenses |
| Termination within Protection Period (90 days before to 24 months after CoC) | Same base salary (24 months) | Bonus equals annual performance-based cash bonus (instead of prorated/greater-of) | 100% vesting of outstanding equity at closing if awards are assumed/continued per plan | Committee may cash-out, terminate with exercise window, assume/substitute, or settle; subject to performance-goal satisfaction | Same benefits continuation |
| For Cause / Disability / Voluntary Resignation (non-Good Reason) | Accrued obligations only | None | Forfeiture provisions per plan | Limited exercisability; forfeiture for cause | N/A |
Additional terms:
- 280G cutback provision to maximize executive’s net after-tax outcome (reduce payments only if it increases net after-tax amount) .
- Confidentiality, IP, non-compete, non-solicit, non-disparagement undertakings required; release needed for severance .
- Plan prohibits repricing/buybacks without shareholder approval; no tax gross-ups; no evergreen; clawback applies; transferability tightly restricted .
Board Governance
- Board leadership: Independent Chairman (Stephen Glover), separate from CEO; enhances oversight and independence .
- Committee memberships: Audit (Freitag–Chair, Glover, Ali‑Jackson), Compensation (Glover–Chair, Ali‑Jackson, Sykes), Nominating & Corporate Governance (Ali‑Jackson–Chair, Freitag, Sykes). Bedu‑Addo is a director but not a member of any Board committee .
- Board activity: 11 Board meetings in 2024; all directors attended at least 75% of Board/committee meetings; five directors attended the 2024 annual meeting .
- Stockholder communications: Routed through the CEO to the Board or relevant committee chair as requested .
| Director | Independence | Committee Roles |
|---|---|---|
| Frank Bedu‑Addo, Ph.D. | Employee director (not independent) | None; director only |
| Board Chair | Independent (Stephen Glover) | Compensation Chair; Audit Member |
Dual‑role implications:
- CEO is also a director; mitigated by independent Chair and independent committee composition; routing shareholder communications via CEO requires vigilant oversight to ensure independence and responsiveness .
Director Compensation
- Policy applies to non‑employee directors: annual cash retainer $40,000; Board Chair $70,000; committee retainers: Audit Chair $18,500/Audit Member $8,000; Compensation Chair $15,000/Member $7,500; Nominating Chair $8,000/Member $4,000 .
- Annual option grants to non‑employee directors: 22,700 shares at FMV; new directors vest 1/3 annually over 3 years; annual grants vest in full at first anniversary; 100% acceleration upon change in control .
- 2024 non‑employee director pay examples (cash + option grant date fair value): Stephen Glover $114,074 total; others as disclosed .
Compensation Committee Analysis
- Committee: Stephen Glover (Chair), Kamil Ali‑Jackson, Sir Richard Sykes (independent, with Sykes retiring post‑Annual Meeting) .
- Consultant: Radford (Aon), engaged to assess and recommend comp structure; committee determined no conflicts; uses peer data to inform pay levels .
- Philosophy: Discretionary bonuses tied to clinical and corporate milestones; equity awards primarily stock options to align with long-term value creation .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory “say‑on‑pay” proposal included; next say‑on‑pay planned for the 2026 Annual Meeting; Board recommends FOR approval .
Related Party Transactions and Red/Green Flags
- Related party transactions: None exceeding the lesser of $120,000 and 1% of average total assets for 2024–2023; Audit Committee oversees and approves such transactions per charter .
- Anti‑hedging/anti‑pledging policy in place; margin accounts and pledging restricted absent approval .
- Equity plan guardrails: no repricing/buybacks without shareholder approval; no evergreen; clawback enforcement; no tax gross‑ups .
- Pay-versus-performance disclosure clarifies clinical-stage rationale for pay linkages; compensation actually paid to the PEO reflects large negative adjustments tied to unvested awards volatility in 2023–2024 .
Investment Implications
- Alignment: Bedu‑Addo’s 5.3% beneficial ownership (including 1.73M options exercisable within 60 days) suggests significant skin-in-the-game; anti‑pledging policy reduces alignment risk from leveraged positions .
- Incentive design: Heavy equity option mix with long vesting promotes long‑term value creation tied to clinical milestones; absence of RSUs reduces guaranteed value but increases sensitivity to share price outcomes .
- Severance/CoC: Single‑trigger full equity vesting upon termination without cause/good reason is generous and could be viewed as shareholder‑unfriendly versus double‑trigger norms; enhanced bonus in CoC protection period increases parachute sensitivity (subject to 280G cutback) .
- Trading signals: Large blocks of in‑the‑money or near‑the‑money options with staggered expirations could create selling pressure upon vest/exercise; expiration ladder through 2029–2034 bears monitoring alongside clinical catalysts .
- Governance: Independent Chair and committee structure mitigate dual‑role concerns; continued say‑on‑pay process gives shareholders leverage on pay alignment in a milestone‑driven model .