Stephan Toutain
PDS BiotechnologyAbout Stephan Toutain
Stephan F. Toutain, age 58, is Chief Operating Officer of PDS Biotechnology, appointed effective May 1, 2024. He holds an MBA from UNC Kenan-Flagler and a Master of Engineering in Biotechnology from University of Nancy II, with 30+ years of operational experience across drug development, commercial development, market access, and oncology/orphan markets . Tenure began May 1, 2024; 2024 compensation was primarily salary, a discretionary bonus, and an inducement stock option grant aligned to long-term value creation via clinical and regulatory milestones rather than traditional financial metrics . Company-level “pay versus performance” disclosures indicate the compensation framework emphasizes pipeline progress, with TSR and net loss reported at the company level, not individually; the 2024 NEO bonus outcomes reflected 50% achievement against corporate goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anavex Life Sciences | Chief Operating Officer | May 2018 – Apr 2024 | Led operations during late-stage development; oncology and CNS exposure |
| Interleukin Genetics | Chief Commercial Officer | Jul 2016 – Aug 2017 | Commercial leadership; market access and commercialization |
| Alnylam Pharmaceuticals | Early Access Program (Advisor/Lead) | Not disclosed | Built early access program; rare disease commercialization readiness |
| Sarepta Therapeutics | Global Commercial Development Lead | Not disclosed | Global commercial build-out in orphan markets |
| Alexion Pharmaceuticals | General Manager, Europe | Not disclosed | European general management, rare disease commercial operations |
| Celgene; Johnson & Johnson | U.S. commercial, marketing, product management | Not disclosed | Broad biopharma commercial leadership across portfolios |
External Roles
- None disclosed: No public company directorships or committee roles reported for Mr. Toutain .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Employment Agreement Base Salary | $450,000 | Effective at hire; subject to Board adjustments |
| 2024 Actual Salary Paid (pro-rated) | $300,000 | Reflects May 1, 2024 start |
| Target Bonus % | 40% of base | Discretionary; contingent on performance and employment through payment |
| Actual Bonus Paid (2024) | $30,038 | Paid March 2025, for 50% goal achievement |
| All Other Compensation (401k match) | $9,750 | Safe Harbor 401(k) match |
Performance Compensation
Annual Cash Incentive (2024)
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate/Individual goals (R&D milestones, trials, regulatory, financings, org build, shareholder value) | Not disclosed | 40% of base | 50% achievement | $30,038 | Paid Mar 2025; employment through payment required |
Equity Awards
| Award Type | Grant Date | Shares | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (Inducement) | May 1, 2024 / May 24, 2024 (plan grant record) | 200,000 | $3.61 | $600,000 | 25% on 1st anniversary; remaining 75% monthly over 36 months, subject to continued service | May 24, 2034 |
- No RSUs/PSUs outstanding at 2024 year-end for NEOs; option-only profile .
- Plan features: no discounted options; no repricing/buybacks without shareholder approval; clawback applies; no tax gross-ups under the plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 17, 2025) | 54,167 shares via options exercisable within 60 days; 0 common shares directly owned |
| Shares Outstanding (Record Date) | 45,672,851 |
| Ownership % | ≈0.12% (54,167 / 45,672,851) |
| Outstanding Options (Year-end 2024) | 200,000 unexercisable; $3.61; grant 05/24/2024; expire 05/24/2034 |
| Vested/Exercisable within 60 days (as of Record Date) | 54,167 |
| Pledging/Hedging | Prohibited without advance approval of Compliance Officer |
| Stock Ownership Guidelines | Not disclosed for executives |
| Clawback | Awards subject to mandatory clawback per corporate governance and exchange rules |
- Award history under Restated Plan: 200,000 options granted to Mr. Toutain since plan inception through Record Date .
- Vesting schedule implies concentrated vest at first anniversary (May 24, 2025) then monthly vests thereafter, potentially creating periodic liquidity windows; lock-up/blackout policies may apply via insider trading policy .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Start Date | May 1, 2024 |
| Base/Bonus Eligibility | $450,000 base; 40% target bonus |
| Severance (No Cause / Good Reason, post 90th day) | 12 months base salary + up to 12 months COBRA premium reimbursement |
| Severance (Company summary for COO) | 12 months base + 12 months benefits continuation |
| Change-in-Control (Protection Period) | If terminated during Protection Period, bonus equal to target bonus; equity becomes 100% vested at closing if awards are assumed/continued |
| Equity | Eligibility for equity grants per plan and award agreements |
| Restrictive Covenants | Confidentiality, IP assignment, cooperation, non-compete, non-solicit, non-disparagement; general release required for severance |
| 280G Treatment | Cutback provision to maximize net after-tax amount (reduce only if it yields greater net after-tax) |
| Anti-Hedging/Anti-Pledging | No margin accounts, pledges, or hedging without advance approval |
Investment Implications
- Alignment and retention: Compensation mix skews to time-based options with four-year vesting and a CIC full acceleration if assumed/continued, balancing retention with potential windfall upon a transaction; severance is market-standard at ~1x salary plus benefits and CIC target bonus, moderate retention incentive .
- Ownership and selling pressure: Direct share ownership is minimal (beneficial interests via options only), with material vesting milestones at first anniversary and monthly thereafter—watch Form 4s around vest dates for potential selling pressure, subject to insider trading windows and anti-hedging/pledging constraints .
- Pay-for-performance: 2024 bonus paid at 50% achievement reflects discretionary linkage to clinical, regulatory, financing, and organizational objectives rather than revenue/EBITDA metrics typical of commercial-stage firms; this aligns incentives to development milestones but reduces near-term financial KPI alignment .
- Governance risk mitigants: Plan prohibits option repricing/buybacks without shareholder approval, includes clawback, and lacks tax gross-ups; 280G cutback reduces excessive parachute risk—all supportive of shareholder-friendly governance .
- Execution risk: Track record spans multiple rare disease and oncology programs across leading biopharmas and growth-stage companies; near-term value creation at PDS depends on advancing pivotal programs, with company-level TSR historically volatile per pay-versus-performance data, underscoring binary clinical/regulatory outcomes typical in late-stage biotech .