Marc H. Hedrick, M.D.
PLUS THERAPEUTICSAbout Marc H. Hedrick, M.D.
Marc H. Hedrick, M.D. is President & Chief Executive Officer of Plus Therapeutics (PSTV) and has served on the board since 2002; he became President in 2004 and CEO in 2014. He is 63 years old, holds an M.D. from UT Southwestern and an MBA from UCLA Anderson, and is a trained general, vascular and plastic surgeon who previously served as Associate Professor at UCLA . Pay-versus-performance disclosures show total shareholder return (TSR) for a hypothetical $100 investment declining to $4 in 2024 (from $30 in 2022) and net losses of $12.98M, $13.32M, and $20.28M for 2024, 2023, and 2022, respectively . In 2025, management highlighted pipeline progress (REYOBIQ trials across LM, pediatric brain cancer, rGBM), ~US$25M in aggregate grant support, and a planned U.S. relaunch of CNSide diagnostics beginning in Texas in 2H25 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Plus Therapeutics (formerly Cytori/others) | Chief Scientific Officer → President → CEO | CSO Oct 2002; President May 2004; CEO Apr 2014 | Executive leadership in medical and pharmaceutical product development and corporate strategy |
| StemSource | President & CEO | 2001–2003 | Executive leadership at a life sciences company |
| Macropore Biosurgery | Chief Scientific Officer & Medical Director | 2002–2004 | R&D and medical leadership in biosurgery/medtech |
| UCLA | Associate Professor of Surgery & Pediatrics; practicing surgeon | Prior to corporate roles | Academic research, clinical practice (NIH/private funding, widely published) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Plus Therapeutics | Director | 2002–present | Not independent; also CEO |
| Various public/private companies | Board member | Since 2000 | Companies not enumerated in proxy |
Fixed Compensation
| Year | Base salary ($) | Target bonus % of salary | Actual bonus ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 556,400 | 55% | 336,622 (110% of target) | 52,313 | CEO bonus tied 100% to corporate goals |
| 2024 | 556,400 | 55% | 321,321 (105% of target) | 47,216 | Corporate goals achieved at 105% |
Performance Compensation
- Hedrick’s annual cash incentive is 100% based on corporate objectives determined by the Compensation Committee; corporate achievement assessed at 110% (2023) and 105% (2024) .
- Equity is primarily stock options with exercise price at grant-date fair market value; 2024 CEO grants increased materially versus 2023 .
| Year | Instrument | Grant size (options) | Grant date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2023 | Stock options | 6,720 | 188,692 | Generally 48-month monthly vesting; initial grants 1-year cliff then monthly thereafter | Exercise price equals FMV on grant date |
| 2024 | Stock options | 291,607 | 335,348 | Generally 48-month monthly vesting | Increased emphasis on long-term equity |
Performance bonus design (CEO):
- Metric: Corporate Objectives; Weighting: 100% (CEO)
- Target: 55% of salary
- Actual: 110% of target (2023); 105% (2024)
- Payout: $336,622 (2023); $321,321 (2024)
Equity Ownership & Alignment
| Snapshot date | Common shares owned | Warrants (Series A) | Warrants (Series B) | Unvested options vesting within 60 days | Total beneficial ownership | Ownership % |
|---|---|---|---|---|---|---|
| Mar 4, 2025 | 20,425 | 12,255 | 12,255 | 118,746 | 163,681 | 1.32% |
| Jun 18, 2025 | 20,425 | 12,255 | 12,255 | 169,085 | 214,020 | <1% (asterisk in proxy) |
- Anti-hedging and anti-pledging: Directors/officers are prohibited from short sales, derivatives, hedging/monetization, and from holding company stock in margin accounts or pledging as collateral .
- Ownership guidelines: Not disclosed for executives in the proxy; director compensation includes cash retainers and option grants (CEO receives no additional director fees) .
Outstanding CEO Equity Awards (as of Dec 31, 2024)
| Grant date | Exercisable (#) | Unexercised-unvested (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 2/22/2024 | 19,586 | 74,425 | 2 | 2/22/2034 |
| 9/11/2024 | 12,350 | 185,245 | 1 | 9/11/2034 |
| 2/15/2023 | 14,784 | 17,471 | 6 | 2/15/2033 |
| 5/25/2021 | 11,995 | 1,390 | 34 | 5/25/2031 |
| 2/16/2021 | 5,644 | 244 | 55 | 2/16/2031 |
| 6/25/2020 | 9,334 | — | 32 | 6/25/2030 |
| Older legacy options | small balances | — | see filing | approaching expiry (2025–2027) |
Vesting mechanics:
- Post–one-year employment grants typically vest 1/48 monthly from vesting start date; initial grants often 25% at year 1 then monthly for 36 months .
Warrants and potential overhang
- May 2024 financing: Hedrick purchased 12,255 shares plus 12,255 Series A and 12,255 Series B warrants (aggregate ~$25,000) alongside other insiders .
- April 2025 special meeting: Company sought approval for resettable Series A/B warrants from a March 4, 2025 private placement; at the floor-price reset ($0.132), potential issuance could reach ~1.54B shares, diluting non-participants by ~99% upon exercise; management notes sale of such shares into the market could materially depress the stock price .
Employment Terms
| Provision | Base (no CIC) | Change-in-Control (CoC) |
|---|---|---|
| Cash severance | 12 months base salary | 18 months base salary (greater of pre-termination or pre-CIC terms) |
| Bonus | Target bonus for year of termination + prior-year unpaid bonus | Same (target for year + prior-year unpaid) |
| COBRA | 12 months premiums | 18 months premiums |
| Equity | Unvested equity that would vest over next 12 months accelerates | Full acceleration of remaining unvested awards on CoC termination; even without termination, all outstanding unvested awards accelerate at closing of a change in control |
| Post-termination option exercise | Standard per award; certain awards extended to at least 3 months post-event (not beyond original expiry) | |
| Definitions | Cause/Good Reason/CoC defined; includes board reconstitution, >50% beneficial owner, major merger/asset sale, etc. |
Board Governance
- Role: CEO and director; not independent . Board chair is independent (Richard J. Hawkins), and roles of CEO and Chair are separated .
- Committees: Audit (Chair: Kyle Guse; financial expert), Compensation (Chair: Howard Clowes), Nominating & Corporate Governance (Chair: An van Es‑Johansson); CEO is not on committees .
- Independence: 5 of 6 directors independent .
- Executive sessions: Held at every regular board and committee meeting; CEO does not attend .
- Attendance: No director attended fewer than 75% of meetings in 2024 .
- Policies: Anti-hedging/pledging policy in effect; Clawback policy adopted per Rule 10D‑1/Nasdaq .
Director Compensation (for context)
- Non-employee director cash retainers: Board $40,000; Board Chair +$37,500; Audit $7,500 (+$27,500 chair); Compensation $5,000 (+$15,000 chair); Nominating $5,000 (+$10,000 chair). 2024 director option grants included 2,250 options (Feb 22, 2024) and 3,650 options (Sept 11, 2024). CEO receives no additional pay for board service .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment year-end | $30 | $6 | $4 |
| Net loss ($000s) | $(20,275) | $(13,316) | $(12,978) |
- 2025 pipeline/company updates: Completed LM safety trial and dosing optimization underway; FDA cleared pediatric brain cancer Phase 1/2a to begin enrollment; Phase 2 rGBM ongoing; CNSide diagnostics relaunch planned for 2H25 in Texas; ~US$25M aggregate grant support across trials .
Compensation Committee Analysis
- Independence: Comp Committee fully independent .
- Consultant: Anderson Pay Advisors engaged in 2023 and 2024 for independent compensation review, research, and recommendations; market data included Radford Global Life Sciences Survey .
- Mix shifts: CEO option grants rose significantly in 2024 (291,607 vs 6,720 in 2023), increasing long‑term, at‑risk equity exposure .
Related Party Transactions and Insider Participation
- May 2024 PIPE: CEO and other insiders purchased shares and warrants; Hedrick’s participation was 12,255 shares plus matching Series A/B warrants (approx. $25,000) .
- Governance controls: Related party transactions policy overseen by Audit Committee; only transactions fair to the Company and in its best interests are approved .
Risk Indicators & Red Flags
- Capital structure overhang: Resettable Series A/B warrants and proposals to increase authorized shares (to 2.0B) and conduct reverse stock splits reflect financing needs and risk of substantial dilution; company warns of potential ~99% dilution from warrant exercises at floor price and adverse price impact from sales .
- Listing compliance: Reverse splits proposed to maintain Nasdaq listing levels .
- Internal controls: Auditor change in 2025; prior material weakness in ICFR related to accounting for significant/unusual grant revenue transactions as of YE 2023 disclosed (since addressed via governance process; new auditor engaged) .
- Anti-hedging/pledging: Policy mitigates alignment risks for insiders .
Investment Implications
- Alignment: CEO bonus is fully tied to corporate objectives, and 2024 equity compensation increased markedly, improving long-term alignment; anti-pledging/hedging and a clawback policy are in place . Insider participation in 2024 financing is a modest confidence signal ($25k by CEO) .
- Retention/COC: CEO has robust CoC protections (18 months salary, full acceleration), which support stability through strategic transactions but could be shareholder-unfriendly in some scenarios; equity accelerates even without termination upon a change in control .
- Dilution/overhang risk: The 2024–2025 financing structures (PIPEs, resettable warrants, Lincoln Park facility) and repeated reverse split authority create substantial potential dilution and selling pressure overhang—explicitly flagged by the company—which may constrain stock performance despite clinical milestones .
- Execution vs returns: While clinical and diagnostic milestones progressed with grant support, pay-versus-performance shows deeply negative TSR through 2024 and continuing net losses, indicating a high-execution/high-dilution profile where timing of capital raises vs. catalysts is critical for investors .