Robert Bitterman

About Robert Bitterman

Robert J. Bitterman (age 74) is President, Chief Executive Officer, and Chair of PHIO’s Board, serving as Chair since 2012, Interim Executive Chair from September 2022 to February 2023, and CEO since February 2023. He holds an A.B. in Economics (College of the Holy Cross), an MBA (Boston University), and a Doctor of Humane Letters (Honoris Causa) from the New York College of Podiatric Medicine, with prior CEO roles at Cutanea Life Sciences (founded 2005; acquired by Biofrontera in March 2019), Isolagen, and leadership at Dermik Laboratories and Aventis S.A. . PHIO’s pay-versus-performance disclosure shows weak TSR and persistent losses during 2022–2024, providing context for pay-for-performance alignment. TSR based on $100 investment fell to $6.33 in 2023 then improved to $23.25 in 2024, while net losses were $(11,480)k in 2022, $(10,826)k in 2023, and $(7,150)k in 2024 . EBITDA losses have narrowed over FY 2022–FY 2024, indicating improved operating efficiency despite continuing deficits (see table; values from S&P Global).

Values retrieved from S&P Global.*

Past Roles

External Roles

No other current public company board roles are cited in his biography; prior leadership roles are noted above .

Fixed Compensation

• Employment agreement (Feb 20, 2023) set initial base salary at $440,000 and target bonus up to 40% of base, with salary voluntarily reduced by $100,000 effective October 16, 2023; salary restored to original amount in April 2025 .
• No annual incentive bonuses were paid to NEOs, including the CEO, for 2023 or 2024 .

Performance Compensation

Annual incentive plan design ties payouts to Board-approved corporate goals across clinical development, discovery, financial, BD, and IR objectives, with full Compensation Committee discretion; CEO’s bonus is determined solely by achievement of business objectives, yet no bonuses were paid in 2023 or 2024 .

Notable plan change: On September 11, 2024, the Board shortened vesting for all unvested RSUs from 3 years to 1 year, increasing near-term vesting and potential selling pressure when units deliver .

Equity Ownership & Alignment

• Insider pledging and hedging are prohibited; executives and directors may not pledge PHIO securities, hold them in margin accounts, engage in short sales, or trade public options on company stock .
• Beneficial ownership (Record Date): Bitterman held 27,149 shares (<1%) . Based on 4,798,154 shares outstanding, his ownership is approximately 0.57% (27,149 / 4,798,154) .

Employment Terms

Related plan provisions: Absent specific agreement terms, awards generally do not accelerate on CIC unless assumed/substituted is not possible; Board may accelerate or cancel awards with payment; baseline governance features include no option/SAR repricing without shareholder approval, one-year minimum vesting for 95% of shares, and a director comp cap under the plan .

Board Service and Governance

• Board leadership: Bitterman serves as combined CEO and Chair; Board appointed a Lead Independent Director (Robert L. Ferrara) to mitigate dual-role governance concerns, with independent committees across Audit, Compensation, Governance, and Nominating .
• Independence: Board determined all directors are independent other than Bitterman .
• Committees: Audit (Ferrara—Chair; Bradford; Freeman); Compensation (Bradford—Chair; Ferrara; Lockshin); Governance (Lockshin—Chair; Freeman); Nominating (Bradford—Chair; Deming; Lockshin) .
• Meetings: Board met seven times in 2024; all directors other than Jonathan Freeman attended at least 75% of meetings/committee meetings; independent directors held two executive sessions in 2024 .
• Director pay: Non-employee director retainers increased effective April 1, 2025; Bitterman ceased director compensation upon becoming Interim Executive Chair in 2022 .

Performance & Track Record

• Clinical execution: Phase 1b trial for PH-762 advanced to fifth and final cohort; at maximum dose, pathology showed 100% tumor clearance in one patient, >90% in a second, and >50% in a third at Day 36; cumulative results across cSCC cohorts include six complete responses, two near-complete, and two partial responses out of 16 cSCC patients; tolerability favorable with no DLTs reported to date .
• Financing & runway: Warrant inducement financings in July and November 2025 raised/net expected ~$14.2M; company estimates ~$21.3M cash, projecting runway into 1H 2027 .
• Audit & going concern: Auditor changed from BDO to Grant Thornton in April 2025; BDO’s reports for FY 2024 and FY 2023 included an explanatory paragraph about substantial doubt regarding going concern .

Compensation Structure Analysis

• Equity mix vs cash: CEO compensation in 2023–2024 combined base salary and time-based RSUs; no cash bonus paid despite discretionary committee oversight—indicative of restraint during loss-making periods .
• Shift to shorter vesting: Board’s 2024 modification reduced RSU vesting from 3 years to 1 year for unvested RSUs, increasing near-term vesting cadence and potential selling pressure once units deliver; this favors retention but raises short-term liquidity/overhang considerations .
• CIC terms: Employment agreement uses double-trigger equity acceleration (CIC plus termination within one year), with modest severance (3 months base) limiting cash costs but potentially reducing retention protection versus market norms .
• Governance under plan: No repricing without shareholder approval; minimum vesting standards; director compensation caps; clawback policy compliant with Rule 10D-1 .

Equity Compensation & Outstanding Awards

Ownership, Overhang, and Dilution

• Beneficial ownership: Bitterman 27,149 shares (<1%), group of directors/executives 42,815 shares .
• Equity plan capacity: As of Record Date, outstanding unvested RSUs 71,000, options 1,126, and only 891 shares available; Proposal to increase 2020 Plan reserve by 950,000 shares (to 950,891) brings overhang from 5% to 15% if approved; Board considered burn rate (~4% 3-year avg), proxy advisor recommendations, market standards, and 100% employee participation .

Say-on-Pay & Shareholder Feedback

Board recommended “three years” for the advisory vote on executive compensation frequency (Proposal No. 5), with outcome non-binding and Board retaining discretion .

Risk Indicators & Red Flags

• Going concern risk previously flagged by auditor’s explanatory paragraph for FY 2024 and FY 2023; auditor changed to Grant Thornton in 2025 .
• No related party transactions above threshold in past two years; standard indemnification agreements in place .
• Insider trading controls: robust prohibitions on pledging, hedging, margin, short sales, and derivatives; formal Insider Trading Policy filed with 10-K .
• Clawback policy adopted per Rule 10D-1/Nasdaq .

Investment Implications

• Pay-for-performance: Absence of cash bonuses in 2023–2024 and modest severance (3 months base) suggest disciplined cash governance amid losses; however, equity is largely time-based, not performance-based, limiting explicit alignment with operational milestones .
• Near-term vesting and potential selling pressure: RSU vesting shortened to one year, and CEO had 15,500 RSUs vesting on the first anniversary of 9/11/2024; combined with plan share reserve expansion, monitor dilution and insider supply dynamics around vest dates and equity plan approvals .
• Alignment: CEO’s direct ownership (~0.57%) is modest; pledging/hedging are prohibited, mitigating misalignment risk from collateralization or downside hedging .
• Execution risk vs progress: Clinical data show encouraging pathology responses and tolerability for PH-762, and financing extended runway to 1H 2027, but company remains loss-making; prior auditor going concern language underscores funding and execution risk sensitivity .
• Governance: Dual role (CEO+Chair) is offset by an active Lead Independent Director and independent committees; attendance and executive sessions indicate functioning oversight, but investors should continue to assess board independence and equity overhang impact on shareholder returns .