Gregory Conn
PDS BiotechnologyAbout Gregory Conn
Gregory L. Conn, Ph.D., is Chief Scientific Officer of PDS Biotechnology and a founding member of the team since 2005; he is 70 years old and holds M.S. and Ph.D. degrees from Albert Einstein College of Medicine, with more than 40 years of drug-development experience and 12 co‑invented drug patents . His background includes seminal angiogenesis work at Merck (discovering/characterizing the VEGF family underpinning Avastin), leadership roles at Regeneron (Cell & Molecular Biology/Drug Discovery), and process development leadership at Covance, spanning analytical development, stability, and CMC program management . PDS frames executive performance primarily around R&D and regulatory milestones, clinical progress, financing, and “increasing shareholder value,” rather than revenue/EBITDA; company cumulative TSR based on a $100 investment (12/31/2021 baseline) stood at 20.12 for 2024, reflecting broader volatility typical of clinical-stage biotech .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PDS Biotechnology | Founding member; Chief Scientific Officer | — | Built and leads R&D; cross-phase development expertise including FDA/regulatory pathways; co‑inventor on 12 drug patents . |
| Merck, Sharpe & Dohme | Scientist | — | Discovered/characterized VEGF growth factors; scientific foundation for Avastin’s development/commercialization . |
| Regeneron Pharmaceuticals | Leading scientist; headed groups (Cell & Molecular Biology; Drug Discovery) | — | Established and led research groups advancing discovery programs . |
| Covance Biotechnology Services | Director, Process Development | — | Led analytical development and manufacturing process development, stability, and program teams . |
“Years” not disclosed in proxy materials.
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | No public company directorships or external board roles disclosed in PDSB proxy filings for Dr. Conn | — | — |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base salary (paid) | $132,000 | $143,880 |
| Target bonus % | — | 40% of base salary |
| Contractual base salary “as effective in 2023” (employment agreement) | — | $180,000 |
Notes:
- PDS compensates executives with base salary, annual cash bonus, and equity, with goals centered on R&D milestones, clinical progress, regulatory achievements, financing, and culture/organizational buildout .
- Radford (Aon) advises the Compensation Committee on peer benchmarking and program design .
Performance Compensation
| Year | Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| 2023 | Annual bonus | Corporate goals (R&D, clinical, regulatory, financing, org build) | n/d | 40% of base salary ($57,552) | 80% achievement | $46,042 | Paid March 2024 |
| 2022 | Annual bonus | n/d | n/d | n/d | n/d | $52,800 | n/d |
n/d = not disclosed.
Equity Ownership & Alignment
| As of | Total beneficial ownership (shares) | Ownership % | Direct shares | Options exercisable within 60 days | Pledged? |
|---|---|---|---|---|---|
| Apr 17, 2025 (record date) | 588,960 | 1.3% | 123,589 | 465,371 | No pledging disclosed; company policy prohibits pledging/margin/hedging without advance approval . |
| Apr 26, 2024 (record date) | 499,093 | 1.4% | 123,589 | 375,504 | No pledging disclosed; policy restriction applies . |
Additional equity plan context:
- Stock options generally vest 25% on the first anniversary and monthly over the next 36 months; options have 10-year terms .
- Company prohibits repricing/replacement/buyback of underwater options without stockholder approval; plan includes clawback/recoupment provisions .
Option Grants And Vesting Detail (Dr. Conn) – Outstanding at 12/31/2023
| Grant date | Exercise price | Exercisable | Unexercisable | Expiration | Notes |
|---|---|---|---|---|---|
| 01/05/2023 | $11.61 | — | 137,200 | 01/05/2033 | Standard 4-year vesting schedule . |
| 01/19/2022 | $6.28 | 53,721 | 58,379 | 01/19/2032 | |
| 12/08/2020 | $2.43 | 91,788 | 30,612 | 12/08/2030 | |
| 06/23/2020 | $1.45 | 30,620 | 4,380 | 06/23/2030 | |
| 06/06/2019 | $6.39 | 40,000 | — | 06/06/2029 | |
| 03/14/2019 | $9.04 | 44,871 | — | 03/14/2029 | |
| 07/06/2018 | $15.33 | 14,450 | — | 07/06/2028 | |
| 01/31/2016 | $6.87 | 17,764 | — | 01/31/2026 |
Many grants are long-dated, reducing near-term expiration-driven selling pressure; “in-the-money” status depends on market price at any time (not disclosed here) .
Employment Terms
| Topic | Terms for Gregory Conn |
|---|---|
| Employment start / role | Founding member (2005); serving as CSO; employment agreement effective June 1, 2019; amended and restated Mar 14, 2022 . |
| Contractual base salary & target bonus (as of 2023) | Base salary $180,000; target bonus up to 40% of base salary . |
| Severance (termination without Cause or resignation for Good Reason) | 12 months base salary and 12 months benefits continuation; “Accrued Obligations” also payable . |
| Change-in-control (double trigger) | If terminated without Cause/for Good Reason during Protection Period: base salary and benefits as above plus target bonus; any outstanding equity becomes 100% vested if assumed/continued by the acquirer . |
| Equity vesting acceleration (non-CoC) | Not provided for Dr. Conn outside CoC protection terms (standard vesting otherwise applies) . |
| Restrictive covenants | Confidentiality, IP assignment, cooperation, non‑competition, non‑solicitation, and non‑disparagement provisions; release requirement for severance . |
| 280G treatment | Best‑net cutback (reduce payments only if it yields greater after‑tax benefit) . |
| Clawback | Equity awards subject to company recoupment/clawback policy and applicable laws/listing rules . |
| Hedging/pledging | Employees/officers/directors may not hedge, hold in margin, or pledge company stock without advance approval . |
Compensation Structure Analysis
| Component | 2022 ($) | 2023 ($) | Commentary |
|---|---|---|---|
| Base salary (paid) | 132,000 | 143,880 | Modest YoY increase. |
| Bonus (paid) | 52,800 | 46,042 | 2023 payout at 80% of target; paid Mar 2024 . |
| Option awards (grant-date fair value) | 557,018 | 1,480,388 | Higher equity intensity in 2023 (options) → stronger price-linked incentives. |
| Perquisites/Other | 5,426 | 4,750 | Primarily 401(k) match; no unusual perqs disclosed . |
Program design notes:
- Emphasis on stock options (10-year terms; 4-year vesting) aligns rewards with long-term value creation and R&D risk profile .
- Compensation Committee prohibits option repricing without stockholder approval and applies clawback policy—mitigating shareholder-unfriendly practices .
Performance & Track Record
- Scientific contributions and leadership: Discovered/characterized VEGF family at Merck (scientific foundation for Avastin), led discovery groups at Regeneron, and managed process/analytical development at Covance; co‑inventor on 12 drug patents; >40 years in drug development .
- Company performance framing: PDS ties executive outcomes to clinical/regulatory milestones, financing, and organization-building versus traditional revenue/EBITDA metrics typical of commercial-stage peers .
- Contextual TSR: PDS cumulative TSR (baseline 12/31/2021) measured at 20.12 for 2024 in pay-versus-performance disclosure (company metric; not individual attribution) .
Related-Party Transactions and Governance Signals
- No related-party transactions exceeding SEC thresholds reported for the relevant periods .
- Anti-hedging/anti-pledging policy in place; advance approval required for any exception .
- Independent compensation adviser (Radford/Aon) and standard committee independence/charters disclosed .
Investment Implications
- Alignment: Heavy use of options with long-dated expiries, standard 4-year vesting, no repricing without shareholder approval, and a company-wide clawback policy point to a performance‑oriented, shareholder‑aligned structure for Conn’s incentives .
- Retention risk: Severance of 12 months salary/benefits and double‑trigger CoC protection with target bonus and equity acceleration (if awards are assumed/continued) provide moderate retention/transaction stability without excessive single‑trigger payouts .
- Selling pressure: A sizeable pool of vested, in‑the‑money options could create episodic liquidity events when windows open; however, multiple grants have distant expirations (2026–2033), limiting near‑term expiration‑driven pressure; hedging/pledging limits also temper forced‑sale risks .
- Pay‑for‑performance: 2023 bonus at 80% of target and elevated 2023 option awards reinforce focus on R&D/regulatory milestones and long‑term equity value versus short‑term financials typical for clinical-stage biotech .