Spencer Brown
PDS BiotechnologyAbout Spencer Brown
Senior Vice President, General Counsel, Corporate Secretary, and Compliance Officer at PDS Biotechnology since June 2022; age 55 as of the 2025 proxy record date. Prior roles include senior in-house counsel at Aclaris, GE Healthcare, and AstraZeneca; JD from University of Pennsylvania Carey Law and BA from Princeton University . Company performance context during his tenure reflects clinical-stage economics: persistent net losses with improving EBITDA, and declining cumulative TSR from 2022 to 2024 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (USD) | -$40,854,855* | -$42,942,198* | -$37,610,384* |
| EBITDA (USD) | -$41,623,343* | -$42,987,908* | -$36,261,404* |
| Cumulative TSR (Indexed to $100 at 12/31/2021) | 162.96 | 61.36 | 20.12 |
Values retrieved from S&P Global*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aclaris Therapeutics (NASDAQ: ACRS) | VP, Legal Affairs; SVP, Legal Affairs & Compliance Officer | Jan 2018–Jan 2022; Jan–May 2022 | Led legal/compliance during growth phases; public company governance |
| GE Healthcare (Life Sciences Core Imaging) | Senior Commercial Counsel | ~8 years (dates not disclosed) | Structured complex commercial agreements in life sciences |
| AstraZeneca Pharmaceuticals | In-house Counsel (multiple therapeutic areas) | ~10 years (dates not disclosed) | Broad therapeutic coverage; large-cap biopharma legal operations |
| Skadden, Arps, Slate, Meagher & Flom | Associate | Early career | Foundational corporate/securities law training |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
- Spencer Brown is not a named executive officer (NEO) in the company’s smaller reporting company disclosures; therefore, base salary, target bonus, and actual bonus are not disclosed for him in 2024/2025 proxies .
Performance Compensation
- Company program design: annual bonuses for NEOs tied to non-financial R&D and regulatory milestones (e.g., clinical trial initiation/progress, regulatory achievements), financings, organizational build-out, and shareholder value creation; specific metrics/weightings are not disclosed for Brown .
- Equity awards at PDS customarily take the form of stock options with initial 25% vest at the first anniversary and the remainder monthly over 36 months; grants have 10-year terms and strike prices set at or above fair market value on grant date .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 142,325 shares (all options exercisable within 60 days of 4/17/2025 record date) |
| Ownership % of Shares Outstanding | Less than 1% (based on 45,672,851 common shares outstanding) |
| Vested vs Unvested | 142,325 exercisable (vested) options counted; unvested holdings for Brown not disclosed |
| Option Terms | Company options generally 10-year life; exercise price ≥ fair market value; standard vesting 25% at 1 year, then monthly for 36 months |
| Pledging/Hedging | Prohibited without advance approval under insider trading policy (anti-hedging/anti-pledging) |
| Clawback | Awards subject to mandatory recoupment per plan and applicable laws/exchange rules |
| Ownership Guidelines | Not disclosed for executives - |
Employment Terms
- Titles and Tenure: SVP, General Counsel, Corporate Secretary since June 2022; Compliance Officer since October 2023 .
- Employment Agreement: Brown’s specific contract terms (severance multiples, change-of-control triggers) are not disclosed. Company executive agreements (for CEO/CMO/COO) include salary/benefit continuation, change-of-control protection, and non-compete/non-solicit undertakings, but these published terms do not explicitly extend to Brown in the proxy .
- Equity Plans: Amended and Restated 2014 Equity Incentive Plan features include no discounted options, no repricing/buybacks without shareholder approval, no evergreen, non-employee director grant limits, and clawback provisions; change-in-control mechanics allow assumption/substitution or cash-outs at committee discretion -.
Compensation Committee Analysis
- Committee Composition: Independent directors oversee compensation; Stephen Glover is chair .
- Consultant: Radford (Aon) advises on market competitiveness and peer comparisons; Committee applies judgment beyond market data (performance, scope, experience) .
- Say-on-Pay: Advisory vote presented annually; specific approval percentages not disclosed in the 2025 proxy .
Investment Implications
- Alignment: Brown’s beneficial ownership consists of vested, exercisable options—directly linked to equity upside and subject to anti-hedging/pledging and clawback controls, aligning legal/compliance leadership with shareholder outcomes .
- Selling Pressure & Vesting: Vested options can be exercised and sold upon profitability of strike; detailed strike/expiration for Brown’s awards is not disclosed, necessitating monitoring of Form 4s for trading signals. Standard vesting design across PDS fosters retention through multi-year schedules .
- Retention Risk: Brown is not a disclosed NEO; absence of published severance/change-in-control terms reduces visibility into retention economics; nonetheless, role expansion to Compliance Officer (Oct 2023) suggests elevated internal reliance .
- Performance Context: Net losses are persisting but EBITDA improved in 2024; cumulative TSR fell sharply from 2022 to 2024—equity-linked incentives may be out-of-the-money depending on grant strikes, tempering near-term monetization while preserving long-term alignment .