Patricia Bradford

About Patricia A. Bradford

Patricia A. Bradford, age 74, has served as an independent director of Phio Pharmaceuticals Corp. since 2022. She is a former Senior Vice President of Global Human Resources at Unisys (1982–2013), previously worked at Deloitte (1978–1982), and since 2014 has run an executive coaching consultancy; she holds a B.S. with an emphasis on accounting and statistics from Walsh College and is a Certified Public Accountant . The Board annually affirms independence for all directors other than the CEO/Chair; Bradford serves on and chairs independent Board committees and attended at least 75% of Board/committee meetings in 2024 .

Past Roles

External Roles

Board Governance

• Board size fixed at six; current directors include Bradford; term to 2026 if reelected .
• Independence: the Board determined all directors other than the CEO/Chair are independent; all committee members (Audit, Compensation, Governance, Nominating) meet Nasdaq and Exchange Act requirements .
• Committee assignments (2025 Record Date):
  • Audit Committee member (Chair: Ferrara; members: Bradford, Freeman); met four times in 2024 .
  • Compensation Committee Chair (members: Bradford, Ferrara, Lockshin); met five times in 2024 .
  • Nominating Committee Chair (members: Bradford, Deming, Lockshin); met once in 2024 .
• Lead Independent Director: Robert L. Ferrara; independent directors held two executive sessions in 2024 .
• Attendance: Board met seven times in 2024; all directors other than Freeman attended at least 75% of aggregate Board/committee meetings; Bradford met ≥75% threshold .
• Annual Meeting: no formal director attendance policy; three directors attended 2024 meeting via teleconference .

2025 Annual Meeting – Director Election Results

Signal: Bradford’s withhold votes (86,603) were the second-highest among nominees, indicating comparatively weaker support than most peers at the 2025 meeting .

Fixed Compensation

• Non-employee director retainer schedule:
  • FY2024 baseline: Board $35,000; Audit Chair $15,000; Compensation/Governance/Nominating Chair $7,500 each; Lead Independent Director $12,000 .
  • Effective April 1, 2025: Board $45,000; Audit Chair $17,500; Compensation Chair $11,250; Governance/Nominating Chair $5,000 each; Committee members (non-Chairs) $2,500 per committee; Lead Independent Director $13,500 .
• Director compensation (FY2024 actual):

RSU awards vest in full on the one-year anniversary of grant; directors are reimbursed for reasonable meeting-related expenses .

Performance Compensation

• Annual director equity: RSUs with grant-date fair value determined by ASC 718; vests 100% at one-year anniversary of grant date .
• No performance-based equity (PSUs) or disclosed performance metrics tied to director compensation.

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in global HR; talent management strategy across regions; European HR leadership experience (Unisys) .
• Financial and accounting background; Certified Public Accountant; B.S. with emphasis on accounting and statistics (Walsh College) .
• Committee leadership experience (Compensation and Nominating), with understanding of compensation frameworks and board composition/governance policies .

Equity Ownership

• Beneficial ownership percentages computed on 4,798,154 shares outstanding at 2025 record date; Bradford reported no beneficial ownership within 60 days; RSUs outstanding at year-end were disclosed separately .
• Hedging and pledging of company stock are prohibited for directors under Insider Trading Policy .

Insider Trades

Governance Assessment

• Strengths:
  • Independent director with committee leadership (Compensation Chair; Nominating Chair), contributing to pay governance and board composition oversight .
  • Audit Committee membership supports financial reporting and related-party oversight; Audit Committee met four times in 2024 .
  • No related party transactions reported over the past two years; formal policy requiring Audit Committee review of related party transactions .
  • Anti-hedging/pledging policy; incentive compensation clawback policy adopted per Rule 10D-1 (for executives) .
• Watch items / potential red flags:
  • Comparative shareholder support: higher withhold votes than most peers at 2025 election (second-highest withheld count), which can signal investor scrutiny on governance or performance .
  • Increase in cash retainers effective April 1, 2025 (Board and committee chairs/members) elevates fixed pay; monitor mix of cash vs equity over time for alignment, given RSUs lack performance conditions .
  • No disclosed stock ownership guidelines for directors; Bradford had zero beneficial ownership as of the record date despite outstanding RSUs—watch for ownership alignment progress through vesting and future grants .
• Shareholder feedback:
  • Say-on-Pay approval passed (votes for: 474,987; against: 43,515; abstain: 27,268); frequency vote favored “3 years,” which the Board adopted .

Overall, Bradford’s independence, committee leadership, and absence of related-party exposure are positives; comparatively higher withhold votes and rising fixed director cash retainers warrant monitoring for investor alignment and board effectiveness signals .