Ilian Iliev
PDS BiotechnologyAbout Ilian Iliev
Ilian Iliev, Ph.D., age 49, has served on PDS Biotechnology’s Board since April 2020. He is CEO of EMV Capital PLC (previously NetScientific PLC), a London Stock Exchange–listed investor in deep tech and life sciences, and previously co‑founded and led CambridgeIP Ltd., a technology/IP commercialization consultancy. He holds a Ph.D. from Cambridge University’s Judge Business School focused on venture capital in emerging economies, an MCom in Economics, and a BA in Politics, Economics and International Relations from the University of Witwatersrand, South Africa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMV Capital PLC (previously NetScientific PLC) | Chief Executive Officer | Not disclosed; current | Leads investment strategy in deep tech/life sciences |
| CambridgeIP Ltd. | Co‑founder & Chief Executive Officer | Not disclosed; prior | Technology and IP commercialization focus |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| EMV Capital portfolio companies | Director (several) | Private | Boards across life sciences/deeptech portfolio companies |
| Martlet Capital Limited | Director | Private | Cambridge, UK early-stage VC firm |
| NetScientific PLC portfolio companies (e.g., Vortex Biosciences, Glycotest, Wanda Health, Sofant Technologies, Pointgrab, Q‑Bot) | Director (several) | Mixed | Listed as portfolio company boards in prior proxy |
Board Governance
- Board class/term: Class B director; term expiring at the 2026 annual meeting .
- Independence: Not independent due to his relationship with NetScientific plc, a current stockholder of PDS Biotech .
- Committee assignments: None; not a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Committee chairs: None .
- Board leadership: Stephen Glover serves as independent Chairman .
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings, and five directors attended the 2024 annual meeting .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $40,000 | $40,000 |
| Committee Chair/Membership Fees (policy) | Audit Chair $18,500; Audit Member $8,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $8,000; Nominating Member $4,000 | Same in 2024; policy amended in April 2025 but 2024 fees unchanged |
| Meeting Fees | Not disclosed | Not disclosed |
Notes:
- Director compensation policy: non‑employee directors receive $40,000 cash retainer; committee retainers as above; reimbursed for reasonable expenses .
Performance Compensation
| Component | 2023 | 2024 | Vesting | Change-in-Control Terms |
|---|---|---|---|---|
| Annual Option Award – Grant-Date FV ($) | $42,992 | $21,072 | Annual grants vest in full on first anniversary; initial election grants vest 1/3 annually over 3 years | |
| Annual Option Grant Size (policy) | 9,000 options per director (≥6 months service); initial election 9,000 options | 9,000 options (policy in effect for 2024) | As above | 100% vesting acceleration upon change in control for director option grants |
| Policy Update (effective 2025) | — | — | — | Starting FY2025, annual director option grants increased to 22,700 options; 10‑year term; one‑year cliff vest; 100% acceleration upon change in control |
Performance metrics framework (plan-level, applicable to awards where used):
| Metric Category Examples | Plan Provision |
|---|---|
| ROE/ROA/ROC; EPS/EBIT/EBITDA; Net income; Operating income; Sales/growth; Gross margin; Share price/TSR; Cash flow/FCF; Market share; Working capital; Debt reduction; Regulatory approvals; Clinical milestones; Partnering transactions; Individual objectives; Operating efficiency | Awards may be subject to performance goals measured on absolute/relative basis vs peers or indices; determined by Compensation Committee |
Additional plan protections:
- No discounted options/SARs; no repricing or buybacks without shareholder approval; no evergreen; no liberal share recycling; non‑employee director annual cap $500k (first year $1M cap); clawback/recoupment; no tax gross‑ups; transfer restrictions .
Other Directorships & Interlocks
| Connection | Nature | Potential Interlock/Conflict |
|---|---|---|
| NetScientific plc (stockholder of PDSB) | Iliev’s relationship led Board to deem him not independent | Governance conflict risk; influence via shareholder affiliation |
| EMV Capital/NetScientific PLC portfolio boards | Multiple private boards | Information flow may benefit PDSB networking; monitor related‑party exposure |
Expertise & Qualifications
- Venture capital, high‑growth company leadership; technology/IP commercialization .
- Advanced academic training in VC business models; economics and political economy .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Ilian Iliev, Ph.D. | 0 | 33,374 | 33,374 | <1% |
Policies and alignment:
- Anti‑hedging/anti‑pledging: directors may not hold in margin, pledge, or hedge company securities without pre‑approval by compliance officer .
- Director equity ownership guidelines: not disclosed in proxy.
- Securities authorized/overhang: equity overhang was 16% as of Record Date; proposed plan amendment would raise overhang to 21% .
Governance Assessment
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Strengths:
- Extensive VC and commercialization expertise aligned to PDSB’s clinical‑stage needs .
- Strong plan-level governance features (no repricing, clawbacks, no tax gross‑ups) support investor alignment .
- Clear director compensation structure; cash retainer stable; equity grants time‑based with transparent vesting and change‑of‑control terms .
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Concerns / RED FLAGS:
- Not independent due to relationship with NetScientific plc, a current stockholder, which may create perceived or actual conflicts of interest .
- No committee assignments for Iliev, limiting direct oversight role on Audit/Comp/Nominating committees .
- Equity overhang increase and larger director option grants beginning 2025 (22,700 options) may raise dilution/compensation optics if not matched to performance outcomes .
-
Attendance and engagement:
- Board met 11 times in 2024; all directors (including Iliev) attended at least 75% of Board/committee meetings; five directors attended the 2024 annual meeting (virtual) .
-
Related‑party transactions:
- Company reports no related‑party transactions over disclosure thresholds since Jan 1, 2024; Audit Committee reviews any related‑person transactions per charter and Code of Conduct .
-
Say‑on‑pay and peer benchmarking:
- Compensation Committee engaged Aon/Radford; uses peer market data; committee determined no consultant conflicts .
- Advisory say‑on‑pay proposal presented annually; results filed via Form 8‑K post‑meeting; specific approval percentages not disclosed in the proxy .
Overall, Iliev brings relevant venture and commercialization expertise but is not independent and holds no committee roles, which may constrain governance influence; investors should monitor independence‑related conflicts and the impact of increased director equity grants on dilution and pay optics .