Otis Brawley
PDS BiotechnologyAbout Otis Brawley
Otis Brawley, M.D., age 65, has served as an independent Class C director of PDS Biotechnology since November 2020. He is the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University, and previously served as Chief Medical and Scientific Officer at the American Cancer Society (2007–2018) as well as a member of FDA’s Oncologic Drug Advisory Committee and the National Cancer Institute’s Board of Scientific Counselors. He is board-certified in internal medicine and medical oncology and is a member of the U.S. National Academy of Medicine, with major recognitions including ASCO’s Special Recognition Award (2013) and AMA’s Distinguished Service Award (2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Cancer Society | Chief Medical & Scientific Officer | 2007–2018 | Led scientific/medical strategy; national oncology leadership |
| Johns Hopkins University | Bloomberg Distinguished Professor (Oncology & Epidemiology) | Current | Academic leadership in oncology/epidemiology |
| Emory University School of Medicine | Professor, Hematology/Oncology | Prior role | Academic oncology practice |
| NIH/NCI | Senior Investigator (NIH); Board of Scientific Counselors (NCI) | Prior role | Federal oncology research and oversight |
| FDA | Member, Oncologic Drug Advisory Committee | Prior role | Regulatory advisory in oncology |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Jackson Laboratory (nonprofit) | Director | Current | Genomics-focused biomedical research |
| Incyte Corporation | Director | Current | Biopharma; oncology therapeutics |
| Agilent Technologies | Director | Current | Analytical instrumentation manufacturer |
| Lyell Immunopharma, Inc. | Director | Current | Private biotechnology company (per proxy) |
| Theragenics Corporation | Director | Former | Public med devices for brachytherapy/surgery |
Board Governance
- Independence: The Board determined all directors except CEO Frank Bedu‑Addo and Ilian Iliev are independent under Nasdaq rules; Brawley is independent .
- Committee assignments: None. Brawley is not listed on Audit, Compensation, or Nominating & Corporate Governance committees (chairs: Freitag—Audit; Glover—Compensation; Ali‑Jackson—Nominating) .
- Attendance and engagement: The Board met 11 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; five directors attended the 2024 Annual Meeting .
- Board structure: Independent Chairman (Stephen Glover), separate from CEO, to reinforce oversight .
- Director class/term: Brawley is a Class C director continuing in office until the 2027 annual meeting .
Fixed Compensation
| Metric (2024) | Amount | Source |
|---|---|---|
| Annual cash fees (retainer + meeting/committee fees) | $40,000 | |
| Option awards (grant date fair value) | $21,074 | |
| Total director compensation | $61,072 |
Director compensation policy (as revised April 2025):
- Annual cash retainer for non‑employee directors: $40,000; Chair: $70,000 .
- Committee annual retainers: Audit Chair $18,500; Audit member $8,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $8,000; Nominating member $4,000 .
Performance Compensation
| Equity Program Feature | Detail | Source |
|---|---|---|
| Initial option grant for new directors (from FY2025) | 22,700 shares; 10-year term; vests 1/3 on each of first, second, third anniversaries; accelerates 100% upon change in control | |
| Annual option grant (from 2025 Annual Meeting) | 22,700 shares (pro‑rated if <6 months service); 10-year term; vests in full on first anniversary; accelerates 100% upon change in control | |
| Non‑employee director annual compensation cap | Cash + grant-date fair value of awards ≤ $500,000; first-year ≤ $1,000,000 (extraordinary exceptions allowed) | |
| Clawback/recoupment | All awards subject to mandatory repayment/clawback per company policy and applicable law | |
| Option repricing/buybacks | Not permitted without stockholder approval |
Outstanding PDSB director options (as of 12/31/2024):
- Brawley held 45,000 options outstanding in aggregate .
Note: Director option awards are time‑vested under the policy described; performance metrics are not specified for director equity grants. The plan allows performance goals in general, but director grants disclosed are vesting‑based rather than performance‑conditioned .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Incyte Corporation | Biopharma (oncology) | Director | No related‑party transactions >$120k disclosed by PDSB; Audit Committee reviews/approves any related‑party transactions . |
| Agilent Technologies | Instruments | Director | No related‑party transactions >$120k disclosed . |
| Lyell Immunopharma, Inc. | Biotechnology | Director | No related‑party transactions >$120k disclosed . |
| Jackson Laboratory | Nonprofit research | Director | Nonprofit; no related‑party transactions >$120k disclosed . |
Expertise & Qualifications
- Oncology leadership: Former ACS Chief Medical & Scientific Officer; FDA ODAC member; NCI Board of Scientific Counselors .
- Academic credentials: Bloomberg Distinguished Professor (Oncology & Epidemiology) at Johns Hopkins; board-certified internal medicine and medical oncology .
- Recognitions: ASCO Special Recognition Award (2013); AMA Distinguished Service Award (2019); Master of ACP; Fellow of Royal College of Physicians (London); U.S. National Academy of Medicine .
- Education: M.D., University of Chicago Pritzker; Internal Medicine residency at Case Western; Oncology fellowship at NCI .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition (within 60 days of 4/17/2025) |
|---|---|---|---|
| Otis Brawley, M.D. | 36,000 | <1% | 0 common shares; 36,000 options exercisable within 60 days |
Anti‑hedging/pledging safeguards:
- Insiders (including directors) may not hold shares in margin accounts, pledge as collateral, or enter hedging/monetization transactions without advance approval of the compliance officer .
Governance Assessment
- Independence and expertise: Brawley is independent and brings deep oncology policy, clinical, and academic expertise—highly relevant to PDSB’s clinical‑stage focus .
- Committee participation: No current committee assignments; this limits direct influence on audit, compensation, or nominating processes, but avoids potential conflicts tied to committee oversight .
- Attendance and engagement: Board‑level disclosure indicates strong attendance standards met across directors in 2024 (≥75%); board held 11 meetings, suggesting active governance cadence .
- Pay and alignment: Director compensation is modest in cash ($40k) with time‑vested options and a formal cap and clawback policy—supportive of shareholder alignment with limited red‑flag risk; Brawley’s beneficial ownership is via options (36,000 exercisable), with anti‑hedging/pledging restrictions further reducing misalignment risk .
- Conflicts and related‑party exposure: Proxy reports no related‑party transactions >$120k (2024/2025) and formal Audit Committee review/approval process—no identified conflicts tied to Brawley’s external boards in the period .
- Board structure signal: Independent chair separate from CEO supports oversight; however, lack of committee membership may constrain Brawley’s direct role in governance levers (e.g., compensation policy or audit oversight) .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, or equity award repricing for directors; attendance thresholds met at the board level. Monitoring advisable for potential time‑commitment risks given multiple public company directorships, though no specific issues are disclosed in the proxy .