Edward P. McDonough
About Edward P. McDonough
Edward P. McDonough is PKTX’s sole independent director, appointed to the Board on July 1, 2015. He is 73 years old as of March 28, 2025, and is a CPA with deep audit and valuation credentials; he earned a BS in Business Administration (Accounting) from West Virginia University in 1973 . He serves as President and managing shareholder of McDonough, Eddy, Parsons & Baylous, A.C., and has chaired the Board of Community Bank of Parkersburg since 1986, bringing finance and governance experience to PKTX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonough, Eddy, Parsons & Baylous, A.C. (CPA firm) | President & Managing Shareholder | Since 1985 | Leads a 15-professional firm serving ~400 clients; credentials include CPA (1978), Certified Valuation Analyst (1996), CGMA (2012) |
| Community Bank of Parkersburg (Community Bankshares, Inc.) | Director & Chairman of the Board | Since 1986 | Long-serving chair overseeing bank governance |
| West Virginia Board of Accountancy; WV Society of CPAs; AICPA | Past President/Member; Life Member | Various | Professional governance roles and oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Ongoing | Professional standards body membership |
| West Virginia Board of Accountancy | Past President & Member | Historical | State oversight of accountancy |
| West Virginia Society of CPAs | Life Member, Past Director & Past President | Historical | Professional leadership roles |
Board Governance
- Independence: The Board has determined McDonough is PKTX’s only independent director under SEC Rule 10A‑3(b)(1) .
- Committees: PKTX has no separate audit, compensation, or nominating committees; the full Board acts in these capacities. McDonough is designated as the responsible director to review financial information and correspond with the independent auditors, effectively filling audit oversight without a formal chair role .
- Attendance/Engagement: The Board held no formal meetings during FY2020 and acted by unanimous written consent 15 times; thereafter through the December 30, 2021 proxy date, it held no formal meetings and acted by unanimous written consent 12 times, indicating governance conducted predominantly via written consents rather than convened meetings .
- 2025 Governance Shock: Following the CEO’s death, the company disclosed that on November 16, 2025, “the Company’s sole remaining director, Ed McDonough” appointed the CFO as Chairman, President, and CEO—highlighting extreme board concentration risk and absence of broader independent oversight in crisis .
Fixed Compensation
| Metric | FY 2020 | FY 2024 |
|---|---|---|
| Director Cash Fees ($) | — | — |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Meeting/Committee Fees ($) | Not disclosed | Not disclosed |
Performance Compensation
| Metric | FY 2020 | FY 2023 Event | FY 2024 |
|---|---|---|---|
| Option Awards ($, grant-date fair value) | $682,091 | Replacement of 7,500,000 options; fully vested; new strike $0.028; expiry Dec 6, 2028 (repricing/cancellation and regrant) | No new awards (—) |
| Option Quantity Outstanding | 7,000,000 (all vested & exercisable as of Dec 31, 2020) | 7,500,000 (fully vested; new strike $0.028; expiry Dec 6, 2028) | 7,500,000 (fully vested & exercisable; expiry Dec 6, 2028) |
| Performance Metrics in Pay (TSR/EBITDA/ESG) | Not disclosed | Not disclosed | Not disclosed |
- Option Repricing RED FLAG: On December 7, 2023, PKTX canceled and replaced McDonough’s prior options (2018–2020 grants at $0.06–$0.11 strikes) with fully vested options at $0.028, expiring December 6, 2028. This is a shareholder-unfriendly pay modification unless tied to clear performance conditions or shareholder approval; none disclosed .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Community Bank of Parkersburg (Community Bankshares, Inc.) | Financial Services (bank) | Director & Chairman | Banking relationships could pose related-party risk if PKTX engages the bank; no such transactions disclosed in filings reviewed |
| McDonough, Eddy, Parsons & Baylous, A.C. | Professional Services (CPA firm) | President | Ongoing consulting relationship exists with PKTX via the “2017 McDonough Agreement” (auto-renewal) |
Expertise & Qualifications
- Credentials: CPA (1978), Certified Valuation Analyst (1996), Chartered Global Management Accountant (2012), with decades leading a CPA firm and bank board chairmanship .
- Education: BS in Business Administration, Accounting, West Virginia University (1973) .
- Board Qualifications: Finance/audit oversight; designated responsible director for auditor pre-approval and correspondence .
Equity Ownership
| As-of Date | Shares Owned (Common) | Options Exercisable | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Mar 28, 2025 | — | 7,500,000 | 7,500,000 | 1.95% (based on 377,580,152 shares) | Beneficial ownership entirely via options |
| Sep 5, 2025 (Proxy Record Date) | — | 7,500,000 | 7,500,000 | 1.89% (based on 389,080,152 shares) | Principal business address disclosed |
- Vested vs. Unvested: All options fully vested and exercisable; strike price $0.028; expiration December 6, 2028 .
- Pledging/Hedging: Hedging transactions are prohibited under PKTX policies; pledging not specifically disclosed .
- Ownership Guidelines: Not disclosed .
Employment & Contracts (Director Consulting)
- 2017 McDonough Agreement: One-year term effective Jan 1, 2017; amended Sept 1, 2017 to auto-renew annually unless notice given 30 days prior year-end; option grants accompanied this agreement and its amendment (2017–2018) with scheduled quarterly vesting .
- 2023 Option Replacement: Prior options (2018–2020 grants) canceled and replaced with fully vested options at $0.028 strike; 6-year term ending Dec 6, 2028 .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | Outcome |
|---|---|---|
| Feb 11, 2022 Annual Meeting | Executive Compensation (Say-on-Pay) | Approved: 181,224,448 For; 1,522,342 Against; 3,199,261 Abstain; Broker Non-Vote 10,704,328 |
| Feb 11, 2022 Annual Meeting | Frequency of Say‑on‑Pay | Three Years selected (175,276,604 votes) |
Governance Assessment
- Independence & Structure: McDonough is the lone independent director on a board otherwise comprised of executives; PKTX lacks formal audit, compensation, and nominating committees, concentrating oversight and creating heightened governance risk for investors .
- Audit Oversight: While designated to pre-approve and liaise with auditors, the absence of a formal audit committee and financial expert may limit robust financial oversight in a development-stage company with going-concern risk .
- Board Process: Predominant use of unanimous written consents and periods without formal meetings may reduce deliberation quality and transparency compared to scheduled sessions with recorded attendance .
- Compensation Red Flags: 2023 cancellation and regrant of options at a substantially lower strike ($0.028) with full vesting—without disclosed performance conditions—signals pay protection and misalignment with shareholder interests, a notable governance red flag .
- Director Alignment: McDonough’s ownership is entirely option-based and fully vested, offering upside alignment but limited retention incentive; no cash fees or new equity grants in 2024 .
- Crisis Governance: The November 2025 disclosure that McDonough acted as the sole remaining director to appoint an executive to multiple top roles underscores board fragility and concentration risk, impacting investor confidence .
RED FLAGS: Option repricing/cancellation and regrant (Dec 2023) ; single-director board action in Nov 2025 ; absence of formal board committees and financial expert .