Carl Spana
About Carl Spana
Carl Spana, Ph.D., co‑founder of Palatin Technologies, has served as Chief Executive Officer and President since June 14, 2000, and as a director since June 1996; he is 62 years old and holds a Ph.D. in molecular biology from Johns Hopkins University and a B.S. in biochemistry from Rutgers University . Under his tenure, Palatin reported fiscal 2024 revenue of $4.49 million and a net loss of $29.7 million, with cash of $9.5 million at year‑end, reflecting the company’s R&D focus and transition of Vyleesi to Cosette . The CEO role is structurally separated from the non‑executive Chairman, supporting board independence; Dr. Spana is not classified as an independent director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palatin Technologies | CEO & President | 2000–present | Senior executive leadership with deep product and partner landscape knowledge |
| Palatin Technologies | Director | 1996–present | Long‑tenured board member; continuity and strategic oversight |
| RhoMed Incorporated (Palatin subsidiary) | Director | Since 1995 | Oversight of subsidiary operations |
| Palatin Technologies | EVP & Chief Technical Officer | 1996–2000 | Built scientific capability and development programs |
| Paramount Capital Investments & The Castle Group | Vice President | 1993–1996 | Co‑founded/acquired biotech firms; sector merchant banking expertise |
| Bristol‑Myers Squibb | Research Associate (Immunology) | 1991–1993 | Applied scientific research background in immunology |
External Roles
Not disclosed for Dr. Spana beyond Palatin and its wholly‑owned subsidiary RhoMed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $700,000; increased to $721,000 effective Jul 1, 2024 |
| Target Bonus (% of Base) | ≥60% | ≥60% |
Performance Compensation
Annual Incentive – FY 2024
| Metric Category | Weight | Achievement | Discretionary Adj. | Weighted Payout |
|---|---|---|---|---|
| Vyleesi SF Program | 30.0% | 75.0% | 12.5% | 35.0% |
| Vyleesi Obesity Program | 5.0% | 50.0% | 0.0% | 2.5% |
| Anti‑Inflammatory Programs | 25.0% | 40.0% | 0.0% | 10.0% |
| Ocular Programs | 25.0% | 70.0% | 5.0% | 22.5% |
| Other Corporate | 15.0% | 100.0% | 0.0% | 15.0% |
| Total | 100% | — | — | 85.0% |
| Payout Item | FY 2024 |
|---|---|
| CEO Bonus Paid ($) | $357,000 |
Long‑Term Incentive Awards (granted June 4, 2024; part of FY 2025 LTI program)
| Award Type | Shares | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|
| Time‑based RSUs | 79,000 | 25% annually on each grant anniversary | N/A | N/A |
| Performance‑based RSUs | 79,000 | Annual performance goals (stock appreciation, program advancement, licensing) | N/A | N/A |
| Time‑based Options | 113,500 | 25% annually on each grant anniversary | $1.83 (FMV at grant) | Jun 4, 2034 |
| Performance‑based Options | 113,500 | Annual performance goals (stock appreciation, program advancement) | $1.83 | Jun 4, 2034 |
| LTI Philosophy | FY 2024 |
|---|---|
| Structure | At least half of LTI awards performance‑based; long‑term equity incentives targeted ≥ base salary; constrained to ~33% of target due to share availability |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,006,323 shares; 4.2% of common stock |
| Components | Includes 1,363,636 shares underlying 1,500 Series D Preferred; 333,383 options; 168,485 RSUs (120,640 vested but delivery deferred) |
| Hedging/Pledging | Hedging/monetization/pledging prohibited; none of management shares pledged |
| Ownership Guidelines | Stock ownership policy in place; NEOs met their targets as of Jun 30, 2024; guidelines include no recalculation if minimum met and price declines |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | CEO employment agreement effective Jul 1, 2022, through Jun 30, 2025 |
| Termination (No CoC) | Without cause or for good reason: lump‑sum salary; company‑paid medical/dental for 2 years; all unvested options and RSUs fully vest; options exercisable up to 2 years or earlier expiration |
| Death/Disability | Lump‑sum severance equal to 24 months base pay; COBRA eligibility |
| Termination (Within 1 year after CoC) | 200% of then‑current salary lump‑sum; medical/dental for 2 years; up to $25,000 outplacement; all unvested options vest and exercisable up to 2 years; RSUs vest upon change‑in‑control (single‑trigger for RSUs) |
| Triggers/Definitions | Change‑in‑control: >50% voting power change, board turnover, merger/consolidation, or sale of substantially all assets; “cause” and “good reason” defined (duties/material changes, comp reduction, benefits, relocation) |
| Covenants | Non‑competition, non‑solicitation, confidentiality in employment agreements |
| Clawback | Compensation recovery policy adopted; clawback aligned with Dodd‑Frank/SEC rules |
| Anti‑Hedging | Insider trading policy bars hedging/monetization/pledging |
Board Governance
- Role: Director since 1996; management director, not independent under NYSE American rules .
- Leadership: Separate Chairman (John K.A. Prendergast, Ph.D.); board cites independence benefits of split roles .
- Committees: Audit, Compensation, Nominating & Corporate Governance committees operate; Dr. Spana is not listed as a member; committees are composed of independent directors .
- Attendance: Each director attended ≥75% of board/committee meetings in fiscal 2024; Dr. Spana attended the 2024 annual meeting whereas other directors did not .
- Director Pay: Employee directors receive no separate director compensation; Dr. Spana’s pay appears only in the NEO compensation tables .
Director Compensation (for context; employee-director Spana not compensated separately)
| Item | Fiscal 2024 Director Program |
|---|---|
| Annual Equity Grants | RSUs and stock options granted to non‑employee directors; Chair received 16,000 RSUs and 23,000 options; others 12,000 RSUs and 17,000 options; exercise price $1.83; vesting and change‑in‑control acceleration terms detailed |
| Cash Retainers | Chair $87,500; base director $40,000; committee chair and member retainers (Audit $20k/$10k; Comp $20k/$10k; Governance $10k/$5k) |
Compensation Peer Group and Say‑on‑Pay
- Peer group used for benchmarking includes small/mid‑cap biopharmas (e.g., AcelRx, Aldeyra, Clearside, Savara, Verastem, etc.) with independent advisor Aon Rewards; base salary targets peer median .
- Say‑on‑pay support was approximately 58% in June 2024; the company increased performance‑based LTI weighting and adopted a clawback policy; excise tax gross‑ups removed in agreements since July 2019 .
Related Insider Financing and Potential Selling Pressure
- June 2025 insider financing: Issued 3,400 shares of Series D Convertible Preferred Stock (initially convertible at $0.11 per share) and Series I Warrants to purchase up to 6,181,818 shares at $0.11, to officers and directors, including Carl Spana; Series I Warrants become exercisable upon stockholder approval and expire five years after approval .
- Equity overhang and warrant stack expanded further by series warrants and options outstanding, implying potential dilution and future supply if conversions/exercises occur; overhang approximately 14.2% after requested 3,000,000 plan share increase (as of June 20, 2025) .
Compensation Structure Analysis
- Mix and risk: Significant at‑risk pay via annual incentive (85% payout for FY 2024) and 50% performance‑based long‑term equity grants (RSUs/options); long‑term equity targets ≥ base salary, constrained by share availability .
- Governance improvements: Adoption of clawback policy; prohibition on option repricing; anti‑hedging/pledging; stock ownership guidelines in force and met .
- Change‑in‑control terms: Single‑trigger vesting of RSUs upon change‑in‑control and 2x salary severance within 12 months post‑CoC; options fully accelerate and remain exercisable for up to two years .
Risk Indicators & Red Flags
- Listing/Reverse Split: NYSE American suspended trading in May 2025 due to low price; company moved to OTC, appealed delisting, and sought stockholder approval for a reverse split (1‑for‑50 to 1‑for‑100) to enable uplisting; outcome uncertain, implying financing and liquidity risk .
- Dilution: Large stack of convertibles and warrants increases future dilution risk and potential selling pressure upon vesting/exercise/conversion .
- Say‑on‑pay: 58% support is relatively low, suggesting investor concern over pay‑for‑performance alignment .
Investment Implications
- Alignment and retention: Equity ownership (4.2%) and stock ownership policy support alignment; however, single‑trigger RSU vesting on change‑in‑control and 2x salary severance could reduce retention incentives in a sale scenario; employment agreement term ended June 30, 2025, implying need for renewal terms scrutiny .
- Supply overhang: Material LTI grants, RSU/option vesting cadence, and insider Series D/Series I instruments add to potential supply overhang; monitor shareholder approvals, vesting dates, and any 10b5‑1 plans for trading signals .
- Governance: Separation of CEO/Chair mitigates dual‑role concerns, yet non‑independence of CEO persists; committee independence and clawback/anti‑hedging policies are positives for governance quality .
- Performance context: R&D pipeline progress with positive topline readouts contrasts with persistent losses; financing and listing status are key macro levers likely to drive executive incentives and near‑term equity issuance dynamics .