Carlos Trujillo
About Carlos Trujillo
Carlos A. Trujillo (age 67) is Chief Financial Officer (CFO) of PharmaCyte Biotech, Inc. (PMCB), serving since March 2017 after prior roles as Vice President of Finance and independent contractor beginning in 2014; he is a Certified Public Accountant (California) with a Bachelor of Accounting from California State University, Fullerton (1982) and over three decades in finance and management across biotech, telecom, manufacturing, construction, and real estate sectors . He previously served on PMCB’s Board from March 2017 to August 2022 before resigning his directorship; PMCB has not disclosed executive-specific TSR, revenue growth, or EBITDA growth metrics tied to Trujillo’s compensation . PMCB’s Insider Trading Policy generally prohibits hedging and requires pre-clearance of trades by covered persons, including oversight by the CFO, indicating structured controls around insider transactions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PharmaCyte Biotech, Inc. | CFO | Mar 2017–present | Principal financial and accounting officer for SEC reporting; oversight of controls and disclosures . |
| PharmaCyte Biotech, Inc. | Vice President of Finance | Jan 2015–Mar 2017 | Built finance function pre-CFO; supported transition to public-company rigor . |
| VelaTel Global Communications, Inc. | CFO | Jun 2008–Sep 2014 | Led finance for multinational telecom; SEC filings, M&A, comprehensive financial statements . |
| Regional Public Accounting Firm | Audit Department Manager | Circa 1983+ | Led audit team; foundation in GAAP, controls, and external reporting . |
| Consulting & Accounting Practice | Principal | ~1996–~2006 | Provided chief financial accountant services across industries; broad operational finance experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viridis Biotech, Inc. (affiliate) | Vice President of Finance (then CFO) | Jan 2015–present | Dual finance leadership across PMCB and affiliate; synergies in reporting and operations . |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | 300,000 | 609,979 | 380,000 | 380,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus ($) | – | – | – | 50,000 |
| Total ($) | 422,114 | 631,851 | 385,259 | 586,462 |
Notes:
- Employment agreement sets base salary at $380,000 with eligibility for annual bonus at Compensation Committee’s discretion .
- Current agreement term extends to December 31, 2025 with automatic annual extensions absent 90-days’ notice .
Performance Compensation
Equity Awards Detail and Vesting
| Award Type | Grant Date | Shares/Units | Strike/Exercise Price | Term | Vesting Schedule | Grant-Date Fair Value Reference |
|---|---|---|---|---|---|---|
| Stock Options | Nov 20, 2023 | 85,000 | $2.18/share | 10 years | 50% on grant; 50% on 1-year anniversary | Option awards recognized in FY 2024: $156,562 |
| Stock Options | May 20, 2022 | 201,860 | Closing price on grant date | 10 years | 25% on grant; remaining monthly over 3 years (~4,200/month) | Option awards recognized in FY 2022: $9,819 |
| RSUs | May 20, 2022 | 57,540 | N/A | N/A | 25% on grant; 25% on each anniversary (3-year schedule) | Stock awards recognized in FY 2022: $12,053 |
Additional plan features:
- As of Sep 15, 2025, options granted under the 2022 Equity Plan to Trujillo total 89,000 shares, reflecting cumulative awards from adoption through the stated date .
- Plan prohibits option repricing without shareholder approval, requires minimum 1-year vesting for awards (with specified exceptions), and bars discounted options/SARs .
Historical Outstanding Equity (FY 2022 Year-End Snapshot)
| Instrument | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Options | 2,000 | – | $81.00 | 12/31/2023 |
| Stock Options | 2,000 | – | $74.25 | 12/31/2024 |
| Stock Options | 2,000 | – | $61.20 | 01/02/2025 |
| Stock Options | 2,000 | – | $10.05 | 12/31/2025 |
| Stock Options | 667 | 1,334 | $2.50 | 01/01/2027 |
| RSUs (Unvested) | – | 1,067 units | N/A | N/A |
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 20, 2024 | 101,400 | 1.2% (out of 8,453,396 shares) | Includes options/RSUs exercisable/vestable within 60 days . |
| Feb 1, 2025 | 101,400 | 1.4% (out of 6,904,894 shares) | Includes within-60-day exercisables/vestables . |
| Sep 15, 2025 | 99,400 | 1.44% (out of 6,795,779 shares) | Includes within-60-day exercisables/vestables . |
Alignment and trading policy:
- Hedging generally prohibited; trades require pre-clearance and adhere to blackouts under PMCB’s Insider Trading Policy, reducing opportunistic selling risk .
- No pledging of PMCB stock by Trujillo is disclosed in available filings ; stock ownership guideline requirements are not disclosed in proxies reviewed .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Amended and Restated Executive Compensation Agreement effective Jan 1, 2022; current term through Dec 31, 2025 with automatic annual renewals unless 90-days’ notice . |
| Position | CFO; previously Board member until Aug 15, 2022 . |
| Base Salary & Bonus Eligibility | Base $380,000; annual bonus eligibility at Committee/Board discretion . |
| Severance (No CoC) | If terminated without Cause or resigns for Good Reason: 2× base salary; prior-year earned or current-year target bonus (if greater); accelerated vesting of unvested equity; up to 18 months company-paid healthcare (and life insurance if applicable) subject to release; COBRA/other coverage conditions apply . |
| Change in Control (CoC) | If terminated without Cause or resigns for Good Reason within 2 years post-CoC or within 6 months pre-CoC: salary+bonus severance paid in lump sum; full Code Section 280G tax gross-up on excise tax exposure (shareholder-unfriendly) . |
| Non-Compete/Non-Solicit | Confidentiality, non-disparagement; non-solicitation and non-competition for 24 months post-termination . |
| Clawback | Equity compensation subject to company Clawback Policy; company may recover/forfeit awards if policy is triggered . |
| Plan Protections | No option/SAR repricing without shareholder approval; no discounted options/SARs; minimum 1-year vesting with limited exceptions; non-transferability . |
RED FLAG: Full 280G tax gross-up under CoC scenarios introduces shareholder-unfriendly economics and potential pay-for-failure optics if excise taxes would otherwise reduce parachute payouts .
Investment Implications
- Compensation alignment: Cash compensation stabilized at $380k in FY 2023–2024 with variable bonus ($50k in FY 2024); equity mix shifted to options in FY 2024 (grant at $2.18, 50% immediate vest) which can create near-term selling capacity but is mitigated by blackouts and pre-clearance under PMCB’s policy . Multi-year comp shows higher cash in FY 2022 ($609,979), then normalization—investors should monitor future bonus determinations for pay-for-performance signals .
- Retention and severance risk: Contract provides 2× salary plus bonus and accelerated vesting on no-cause/good-reason termination; CoC terms include lump-sum severance and a full 280G gross-up, elevating exit cost and potential entrenchment risk—material for M&A scenarios .
- Ownership and selling pressure: Beneficial ownership ~1.2–1.44% across 2024–2025, with options outstanding; no pledging disclosed and hedging prohibited, supporting alignment; upcoming vesting anniversaries (from Nov 2024/Nov 2025 for 2023 options; May 2023–2025 for 2022 equity) may incrementally increase float but require policy compliance .
- Governance and controls: CFO executes SOX certifications and is central to disclosure controls; equity plan maintains shareholder protections (no repricing without approval; minimum vesting), but the presence of a gross-up remains a governance negative .