Andrew Sims
PLUS THERAPEUTICSAbout Andrew Sims
Andrew Sims is Chief Financial Officer of Plus Therapeutics (PSTV) and has served since February 2020. He is 52, a U.S. CPA and a Chartered Accountant (England & Wales), and holds a degree from Buckingham University; prior roles include CFO positions at private equity–backed companies and Partner at Mazars, advising global public healthcare clients and leading >50 acquisitions . Company TSR deteriorated across 2022–2024 (value of a fixed $100 investment fell to $30 in 2022, $6 in 2023, and $4 in 2024) . Revenues increased from $0.2M in FY2022 to $4.9M in FY2023 and $5.8M in FY2024 [FY2022 $0.224M; FY2023 $4.913M; FY2024 $5.824M] , while EBITDA remained negative at -$19.1M (FY2022), -$12.7M (FY2023), and -$14.0M (FY2024)* (Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amplify LLC | Chief Financial Officer | 2012–2017 | Led M&A, integrations, capitalization for growth |
| Verbatim Support Services LLC | Chief Financial Officer | 2017–2019 | Built teams and finance capabilities for litigation support growth |
| Mazars (Oxford and New York) | Partner | Prior to 2012 | Advised/audited global public healthcare clients; led >50 acquisitions ($5M–$4B) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 355,000 | 372,750 |
| Target Bonus (%) | 35% | 40% |
| Actual Bonus Paid ($) | 125,803 | 156,555 |
| Option Awards – Grant Date Fair Value ($) | 40,722 | 74,758 |
| All Other Compensation ($) | 17,706 | 17,053 |
| Total Compensation ($) | 539,231 | 621,116 |
- Perquisites limited to standard employee benefits (medical, dental, vision, life, disability, FSA, 401(k)) .
Performance Compensation
| Metric (Category) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (clinical, financial, operational) | Not disclosed | 40% of base salary bonus target (2024) / 35% (2023) | 105% achievement (2024); 110% achievement (2023) | $156,555 (2024); $125,803 (2023) | Annual cash bonus post year-end |
| Individual CFO goals | Not disclosed | Included in target | 105% achievement (2024); 75% achievement (2023) | Included above | Annual cash bonus post year-end |
| Long-term equity (stock options) | Not disclosed | Annual grants under 2020 Plan | See Equity tables below | Fair value $74,758 (2024); $40,722 (2023) | Options, 10-year term; standard monthly vesting |
- Plan-level performance criteria permitted include TSR, share price, revenue, income, operating margin, R&D/clinical milestones, reimbursement, productivity, and other measures; the committee may adjust for extraordinary items and capital changes .
Equity Ownership & Alignment
| Ownership Detail (as of June 18, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 50,716 |
| Ownership % of Outstanding | <1% |
| Breakdown | 9,815 common shares; 4,902 Series A warrants; 4,902 Series B warrants; 31,097 unvested option shares vesting within 60 days (subject to 4.99% beneficial ownership limit on warrants) |
| Anti-hedging/pledging | Company policy prohibits hedging, shorting, derivatives on company stock, and pledging/margin accounts |
Outstanding equity awards (options) as of 12/31/2024:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/6/2020 | 2,585 | 82 | 33 | 2/6/2030 |
| 2/16/2021 | 4,258 | 184 | 55 | 2/16/2031 |
| 5/25/2021 | 5,985 | 695 | 34 | 5/25/2031 |
| 2/15/2023 | 3,191 | 3,770 | 6 | 2/15/2033 |
| 2/22/2024 | 3,944 | 14,989 | 2 | 2/22/2034 |
| 9/11/2024 | — | 46,074 | 1 | 9/11/2034 |
- Vesting schedules: either 1/4 at 1-year anniversary then monthly over 36 months, or straight-line monthly over 48 months for post–one-year grants; all options have 10-year contractual terms .
Related party transactions and insider participation:
- May 2024 PIPE financing: Sims purchased 4,902 common shares and received 4,902 Series A and 4,902 Series B warrants; aggregate purchase price $10,000.08; warrants exercise price $1.79; Series B warrants initially exercisable until June 24, 2025 (ownership caps apply) .
- Anti-pledging/hedging policy reduces alignment risk; Section 16(a) filings were current for FY2024 .
Employment Terms
- Employment Agreement (Amended & Restated 5/13/2020): provides discretionary annual bonus and participation in benefits .
- Severance (“without cause” or “good reason”): 12 months base salary, target bonus for year of termination, prior-year unpaid bonus, 12 months COBRA premiums, and acceleration of unvested equity that would vest over 9 months from termination; requires general release .
- Change-in-control (CoC) termination: 12 months base salary (greater of pre-CoC or agreed-terms date), target bonus and prior-year bonus, 12 months COBRA, full acceleration of remaining unvested equity, and extended post-termination exercise windows (subject to original expiry) .
- Single-trigger acceleration: if employed at closing of a change in control, all outstanding unvested incentive stock awards automatically accelerate on the date of CoC .
- Clawback: Company-wide Incentive Compensation Recovery Plan in place per Nasdaq Rule 10D-1; recoupment applies to current/former executive officers .
- Anti-hedging/pledging: strict prohibitions on hedging, derivatives, short sales, margin/pledging accounts .
- Ownership guidelines and tax gross-ups: not disclosed.
Board Governance
- Sims is an executive officer (CFO) and designated proxy co-holder with CEO for shareholder voting; he is not a director and does not hold committee roles .
Performance & Track Record
- Financing and liquidity: Company raised ~$7.25M gross in May 2024 PIPE financing and established a $50M Lincoln Park equity purchase agreement in June 2025 (subject to shareholder approvals and caps), supporting CNSide relaunch and REYOBIQ registrational pathway .
- Programs: Company progressed REYOBIQ clinical programs (LM dose optimization; GBM Phase 2 enrollment; PBC Phase 1/2a IND cleared with ~$25M in aggregate grant support), and planned CNSide relaunch with lab buildout, pricing/reimbursement validation, and NCCN inclusion .
- Auditor change and controls: BDO dismissed July 16, 2025; CBIZ engaged; prior material weakness (grant revenue accounting) disclosed for 2023; no disagreements with BDO .
- Company TSR and losses: TSR value for a $100 investment fell to $4 (2024), $6 (2023), $30 (2022); net losses were $(12.978)M (2024), $(13.316)M (2023), $(20.275)M (2022) .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 224,000 | 4,913,000 | 5,824,000 |
| EBITDA ($) | -19,093,000* | -12,693,000* | -13,972,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Cash vs. equity mix: Year-over-year increase in option grant fair value for Sims ($40.7k → $74.8k) indicates a tilt toward equity incentives tied to low strike prices ($1–$2) in 2024 grants, enhancing leverage to share price performance .
- Annual bonus rigor: Corporate goals achieved at 105% (2024) with individual goals at 105%; prior year corporate 110% and individual 75% produced a 101% payout, suggesting calibrations around challenging but attainable targets .
- Equity plan governance: Plan prohibits repricing without shareholder approval, disallows liberal share recycling, and lacks single-trigger vesting at the plan level; however, executive employment agreements include single-trigger acceleration at CoC closing (governance tension) .
- Consultant independence: Compensation Committee utilized Anderson Pay Advisors in 2023 and 2024 for independent reviews and market benchmarking (Radford survey) .
Risk Indicators & Red Flags
- Single-trigger acceleration upon CoC closing for NEOs (including Sims) increases transaction-related payout risk and may weaken retention post-close .
- Material weakness in internal control over financial reporting (2023) and auditor change in 2025 warrant monitoring of finance function remediation under Sims’ purview .
- Ongoing dilution risk from the Lincoln Park facility and reverse split authorizations; warrants/option overhang could introduce selling pressure upon vesting/exercise .
Investment Implications
- Alignment: Sims’ increased 2024 option grants at low strike prices ($1–$2) improve pay-for-performance alignment, and anti-hedging/pledging policy supports long-term shareholder alignment .
- Retention risk: While severance provides 12 months salary and target bonus with partial acceleration, single-trigger full acceleration at CoC reduces post-close retention leverage; consider how this impacts transaction outcomes .
- Execution: Finance-led capital raises (PIPE, Lincoln Park) funded clinical and CNSide commercialization plans; continued negative EBITDA and weak TSR magnify the importance of capital efficiency and revenue ramp, key levers for incentive realizations .
- Governance quality: Equity plan safeguards (no repricing, independent admin, clawback) are positives, but the employment agreement’s CoC acceleration terms offset some protections; monitor future amendments and say-on-pay outcomes .