Kirk Shepard
PDS BiotechnologyAbout Kirk Shepard
Kirk V. Shepard, M.D., age 74, has served as Chief Medical Officer of PDS Biotechnology since January 22, 2024, following a 30+ year career leading global Medical Affairs and clinical development across Eisai, Takeda, Boehringer Ingelheim, Baxter, and Baxalta; he previously practiced as a hematologist/oncologist at Cleveland Clinic. He holds a B.A. from Cornell and an M.D. from the University of Cincinnati, with residency at Case Western Reserve and fellowships in hematology/oncology at the University of Chicago . Company-level performance context: PDS Biotech reported cumulative TSRs of 162.96 (2022), 61.36 (2023), and 20.12 (2024), and net losses of ($40,854,855), ($42,942,000), and ($37,610,384) over 2022–2024, respectively, consistent with its clinical-stage profile .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eisai (Oncology Business Group) | Chief Medical Officer, SVP & Head of Global Medical Affairs | 2017–2023 | Led global Medical Affairs and oncology strategy; cross-functional launch/medical ops leadership . |
| Takeda Pharmaceuticals International | Senior Vice President, Global Medical Affairs | Not disclosed | Global Medical Affairs leadership across therapeutic areas . |
| Baxter / Baxalta | Senior leadership in Global Medical Affairs | Not disclosed | Medical strategy and commercialization enablement . |
| Boehringer Ingelheim | Vice President, Clinical and Scientific Affairs | Not disclosed | Clinical strategy and scientific affairs leadership . |
| Cleveland Clinic Foundation | Staff physician, Hematology/Oncology | Not disclosed | Supervised oncology studies; clinical practice . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| BP Logix | Life Sciences Strategic Advisory Board Member | Appointed Aug 26, 2025 | Advisory role guiding Medical Affairs automation strategy . |
| Medical Affairs Professional Society (MAPS) | Co-founder; President | 2016–2017 (President) | Helped build global Medical Affairs professional standards . |
Fixed Compensation
| Component | 2024 Policy/Target | 2024 Actual | Notes |
|---|---|---|---|
| Base Salary | $450,000 (annual rate) | $426,346 (pro-rated from start date) | Start date Jan 22, 2024 . |
| Target Bonus | Up to 40% of base salary | $45,000 paid for 2024 | Board determined 50% goal achievement for 2024 . |
| All Other Compensation | — | $14,250 | Company 401(k) match; standard employee benefits . |
Performance Compensation
- Annual cash bonus determination framework centers on clinical/R&D milestones, initiation/progress of trials, regulatory milestones, financings, organizational build-out, and increasing shareholder value; given the company’s clinical-stage status, traditional revenue/EBITDA metrics are not primary .
- For 2024, the Board determined 50% achievement of goals for Dr. Shepard, resulting in a $45,000 cash bonus .
Equity Awards (2024 Grants and Status)
| Award type | Grant date | Shares | Exercise/Strike | Vesting | Expiry | Grant-date fair value |
|---|---|---|---|---|---|---|
| Nonstatutory Stock Options (inducement) | Jan 22, 2024 | 200,000 | $4.49 | 25% at 1-year anniversary; remainder monthly over 36 months, subject to continued service | Jan 22, 2034 | $840,000 (SCT fair value) . |
Vesting cadence implies 50,000 options vested on Jan 22, 2025, with ~4,167 options vesting monthly thereafter through Jan 2028, subject to service .
Equity Ownership & Alignment
| Metric | Amount/Status |
|---|---|
| Total beneficial ownership | 66,667 options exercisable within 60 days of Apr 17, 2025; 0 common shares; <1% ownership . |
| Outstanding (unexercisable) | Balance of the 200,000 option grant remains unexercisable at 12/31/2024; vests per schedule . |
| Pledging/Hedging | Company policy prohibits pledging, margin, and hedging without advance approval of compliance officer . |
| Ownership guidelines | Not disclosed for executives in the proxy (no guideline references in Executive Compensation section). |
Insider selling pressure signals:
- Major cliff vest occurred Jan 22, 2025 (50,000 options), followed by ~4,167 options/month vesting through Jan 2028; potential incremental supply subject to trading windows and 10b5‑1 plans under the Company’s insider trading policy .
Company-level equity program guardrails (context for alignment/dilution):
- No discounted options; no repricing without shareholder approval; no evergreen; clawback/recoupment applies; non-employee director annual limits; share reserve increase under Amended Restated Plan (subject to shareholder approval) .
- Overhang at Record Date: 16% current; pro forma 21% if share pool increase approved .
Employment Terms
| Provision | Key terms (Shepard) |
|---|---|
| Employment start date | January 22, 2024 . |
| Base/Bonus targets | Base $450,000; Target bonus up to 40% of base . |
| Severance (no cause / good reason) | 12 months base salary + 12 months benefits continuation . |
| Change-in-control (Protection Period: 90 days pre–24 months post) | If terminated during Protection Period: 12 months base salary + 12 months benefits + bonus equal to target bonus; any outstanding equity becomes 100% vested if the equity is assumed or continued by the acquiror (double-trigger structure as described) . |
| Restrictive covenants | Confidentiality, IP, cooperation, non-compete, non-solicit, non-disparagement; required release for severance . |
| 280G treatment | “Best net” cutback to avoid adverse excise taxes (no gross-up) . |
| Clawback | Awards subject to company recoupment policies and applicable listing standards . |
Performance & Track Record
| Indicator | Data |
|---|---|
| Company TSR (cumulative) | 2022: 162.96; 2023: 61.36; 2024: 20.12 . |
| Net loss | 2022: ($40,854,855); 2023: ($42,942,000); 2024: ($37,610,384) . |
| Clinical progress during tenure (context) | Company advanced HPV16+ head & neck cancer programs (VERSATILE‑002 data updates), initiated VERSATILE‑003 (Phase 3), and continued IL‑12 immunocytokine collaborations; these are enterprise milestones occurring during/around his tenure per 10‑K and press releases . |
Compensation Structure Analysis
- Pay mix and risk: Majority of Dr. Shepard’s FY2024 reported compensation was equity-based via options (grant-date fair value $840,000) with multi-year vesting, aligning long-term incentives with shareholder outcomes; cash comp comprised base plus a partially paid bonus (50% achievement) .
- Metrics calibration: Annual bonus is tied to clinical, regulatory, financing, and organizational goals rather than revenue/EBITDA, appropriate for a clinical-stage biotech; the committee engages Radford (Aon) and uses peer data for benchmarking .
- Shareholder safeguards: No equity repricing; robust clawback; anti-hedging/anti-pledging policy; 280G “best-net” cutback (no tax gross-ups) .
- Dilution context: Equity overhang of 16% at the Record Date; potential increase to 21% with share pool expansion pending shareholder approval .
Director/Committee Governance (context)
- Compensation Committee is independent (Glover chair; Ali‑Jackson, Sykes) and used Radford for 2024 benchmarking; one meeting held in 2024 .
Risk Indicators & Red Flags
- No related-party transactions involving Dr. Shepard disclosed for 2024–2025; Audit Committee oversees related party transactions >$120k .
- Anti-hedging/anti-pledging policy reduces misalignment risk; no pledges disclosed for Dr. Shepard .
- No tax gross-ups in plan design; 280G cutback mitigates “golden parachute” optics .
Equity Ownership & Vesting Detail (Dr. Shepard)
| As of 12/31/2024 | Exercisable | Unexercisable | Strike | Grant | Expiry |
|---|---|---|---|---|---|
| Stock Options | — | 200,000 | $4.49 | 01/22/2024 | 01/22/2034 |
| As of Record Date 04/17/2025 (beneficial ownership) | Shares/Options | % |
|---|---|---|
| Options exercisable within 60 days | 66,667 | <1% |
Employment & Contracts Summary
- Severance multiple: 1.0x salary (12 months) plus benefits; double-trigger CoC adds target bonus and full vesting if awards are assumed/continued and termination occurs in Protection Period; standard restrictive covenants and release required .
Investment Implications
- Alignment: High equity weighting, multi-year vesting, clawback, and anti-hedging/pledging establish strong alignment; absence of gross-ups and 280G “best-net” cutback are shareholder-friendly .
- Retention risk: 12 months cash/benefits severance and double-trigger CoC reduce near-term departure risk; meaningful unvested equity through 2028 further anchors retention .
- Selling pressure: The cliff vest (Jan 2025) and monthly vesting (~4,167 options/month) could create periodic supply, subject to trading windows and any 10b5‑1 plans under the insider trading policy .
- Pay-for-performance fit: Bonus metrics emphasize clinical and regulatory progress typical for a pre-revenue biotech; investors should track Phase 3 execution and regulatory interactions as the primary drivers of incentive payouts and value creation .