Robert Stein
Protagenic Therapeutics, Inc.\newAbout Robert B. Stein
Robert B. Stein, MD, PhD, is a director of Protagenic Therapeutics (PTIX) and serves concurrently as the company’s Chief Medical Officer under a consulting agreement, having joined the board in February 2016 following the merger closing . He holds an MD and PhD in Physiology & Pharmacology from Duke University and has held senior R&D leadership roles at Ligand Pharmaceuticals, DuPont Merck, Incyte, Roche Palo Alto, and KineMed, contributing to multiple marketed therapies (e.g., Sustiva, Eliquis) . The company discloses Dr. Stein filed a personal Chapter 7 bankruptcy in August 2012, discharged May 2013 . He is not an “independent” director under Nasdaq rules due to his officer role (CMO) at PTIX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ligand Pharmaceuticals | Executive management | Not disclosed | Contributed to market approvals (e.g., Promacta) |
| DuPont Merck | Executive management | Not disclosed | R&D leadership and product development |
| Incyte Pharmaceuticals | Executive management | Not disclosed | Shaped vaccine/adjuvant clinical strategy |
| Roche Palo Alto | Executive management | Not disclosed | Preclinical and translational medicine |
| KineMed | Executive management | Not disclosed | Translational medicine leadership |
| Merck, Sharp & Dohme | Early career | Not disclosed | Began industry career |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Agenus Inc. | Chief Scientific Officer | Current | Leads research, preclinical development, translational medicine; integrates acquired antibody platforms |
Board Governance
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Science Committee | Member | Chair | Chairs Science Committee with Buell and Armen as members |
| Clinical & Regulatory Committee | Member | No | Member; committee reviews clinical program progress at least annually |
| Audit Committee | Not a member | No | Audit Committee: Corvese (Chair), Barrage, Wright; Corvese designated financial expert |
| Compensation Committee | Not a member | No | Compensation Committee: Barrage (Chair), Corvese, Wright |
| Nominating & Corporate Governance | Not a member | No | Committee: Wright (Chair), Corvese |
- Independence: Not independent (CMO/officer) .
- Lead Independent Director: Timothy R. Wright serves as Lead Director .
- Board service: Director since February 2016 .
- Attendance: Not disclosed in the proxy.
Fixed Compensation
| Award Type | Grant Date | Number of Options | Exercise Price | Source/Notes |
|---|---|---|---|---|
| Stock Option | Jan 23, 2015 | 50,000 | $5.00 | Consulting agreement; ten-year options |
| Stock Option | Apr 15, 2016 | 10,000 | $5.00 | Consulting agreement |
| Stock Option | Oct 16, 2017 | 50,000 | $7.00 | Consulting agreement |
| Stock Option | Feb 13, 2020 | 37,500 | $5.00 | Consulting agreement |
| Stock Option | Feb 25, 2021 | 12,500 | $22.40 | Consulting agreement |
- Director cash retainer/fees: Company policy grants non‑employee directors 10,000 options annually and 1,250 options per chaired committee; no meeting fees; cash retainer not disclosed .
- Consulting arrangement: Amended and restated in Dec 2020 to appoint Stein as CMO; responsibilities in R&D/clinical oversight; option grants as above .
Performance Compensation
| Metric Category (2016 Plan) | Examples/Definition |
|---|---|
| Profitability | Pre/post‑tax income; net income; operating income |
| Cash Flow | Cash from ops; free cash flow; CF ROI |
| Per‑share | EPS; TSR; share price changes |
| Returns | ROE; ROS; ROIC |
| Growth | Revenue growth; total revenue growth |
| Value/Efficiency | Economic value created; cost reductions; margins |
| Strategic/Operational | Market penetration; R&D progress; program completion; M&A objectives |
| EBITDA and Variants | Earnings before I/T/D/A as reflected in reports |
| Underwater Option Status (Repricing Proposal) | Value |
|---|---|
| Eligible Options (Stein) | 235,000 |
| % of Stein’s Options Eligible | 100% |
| Weighted Avg Exercise Price (Eligible) | $5.63 |
- Company seeking shareholder approval to reprice underwater options to market price; board also proposed amending the 2016 Plan to allow option repricing without shareholder approval going forward .
- Clawback policy applies to incentive compensation under Dodd‑Frank and company policies .
- Change‑of‑control: Plan allows acceleration/modification of awards at Compensation Committee discretion in change-in-control events .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Agenus Inc. | Stein is Chief Scientific Officer | Multiple PTIX directors hold senior roles at Agenus: Armen (Chairman/CEO), Buell (President/COO), Wright (director) |
| Agenus Facilities | PTIX principal office (conference room) at Agenus provided at no cost | Related‑party arrangement; disclosed under related party transactions |
Expertise & Qualifications
- Advanced scientific training (MD/PhD, Duke); 30+ years’ biopharma R&D leadership across major companies .
- Track record contributing to approvals across antivirals, oncology, CV therapeutics (e.g., Sustiva, TargRetin, Promacta, Eliquis) .
- Deep translational medicine expertise and portfolio integration experience (antibody discovery platforms) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Total Beneficial Ownership | 158,906 shares via options exercisable within 60 days |
| Ownership % of Class | 3% |
| Options not exercisable within 60 days | 76,094 (excluded from beneficial ownership) |
| Exercise Price Mix (exercisable) | $1.74 / $5.00 / $7.00 / $22.40 |
- Company outstanding shares reference date (for proxy): 7,143,318 as of Dec 30, 2024 (record date); percent per table computed by company .
- Pledging/hedging: Not disclosed. Ownership guidelines: Not disclosed.
Governance Assessment
- Board effectiveness: Stein’s scientific leadership is leveraged via chairing the Science Committee and membership on Clinical & Regulatory, aligning oversight with core R&D risks .
- Independence and conflicts: Stein is not independent due to his officer role as CMO; PTIX has extensive interlocks with Agenus (executive chair, president/COO, lead director also affiliated), and uses Agenus facilities, elevating related‑party and influence risks .
- Compensation structure signals: Board proposed repricing underwater options (including Stein’s 235k options) and amending the plan to allow repricing without shareholder approval—potentially shareholder‑unfriendly and a governance red flag if used to offset poor stock performance rather than performance alignment .
- Legal proceedings: Personal bankruptcy disclosed (2012, discharged 2013); transparency is positive, but remains a background red flag for some investors .
- Attendance/engagement: Specific attendance rates not disclosed; cannot be assessed.
- Dilution risk: Warrant exercise approvals and option repricing efforts may increase dilution; the company acknowledges potential adverse price impact from issuance .
RED FLAGS
- Not independent; dual role as CMO and director (oversight risk) .
- Heavy Agenus interlocks and related‑party office arrangement (conflict exposure) .
- Option repricing proposals, and plan amendment to allow repricing without shareholder approval (pay‑for‑performance concern) .
- Family‑related equity grants (Zack Armen) highlight related‑party sensitivities at board level .
- Ongoing need for shareholder approvals tied to financing warrants and potential dilution .
- Counter‑signals: Robust scientific credentials and committee leadership bolster R&D oversight; disclosed clawback and change‑in‑control provisions provide some structural guardrails .