Mitchell Arnold
About Mitchell Arnold
Mitchell Arnold, MBA, is Vice President of Finance and Chief Accounting Officer at Petros Pharmaceuticals (PTPI). He has 30+ years of finance and accounting leadership in public and private companies, with prior roles optimizing cash flows, SOX compliance, and ERP systems; at Petros he has served as VP Finance since 2019 and CAO since 2021 (age 61; MBA Temple; BS Penn State) . The company does not disclose executive-specific TSR, revenue or EBITDA growth metrics for Arnold; annual bonuses are tied to corporate financial and strategic objectives as determined by the Compensation Committee . Anti-hedging and anti-pledging policies apply to all employees and directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Akrimax Pharmaceuticals, LLC | Vice President of Financial Accounting | 2011–2018 | Led accounting/finance, treasury, risk management, IT; improved financial performance, cash flows, and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public/company disclosures of outside directorships or committee roles for Arnold |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 288,750 | 288,750 |
| All Other Compensation ($) | 58,264 (401k + insurance) | 61,425 (401k + insurance) |
| Total Cash + Benefits ($) | 347,014 | 350,175 |
Performance Compensation
- Annual cash bonus framework: Based on corporate financial goals and key strategic/operating objectives; metrics set by Compensation Committee (examples the plan may use include sales, earnings, cash flow, share price/TSR, project milestones), but executive-specific weightings/targets are not disclosed for Arnold .
| Component | 2022 | 2023 | Metric/Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus ($) | 60,000 | 115,500 | Corporate performance objectives (not disclosed) | Bonus amounts shown | Annual cash; no vesting |
| Option Awards ($ grant-date fair value) | — | 22,578 | Equity incentives under 2020 Plan | Granted Dec 21, 2023 | Options fully exercisable as of 12/31/2023 per award table |
Equity Ownership & Alignment
- Ownership guidelines: Not disclosed; company-wide anti-hedging and anti-pledging policy prohibits hedging and pledging of company stock .
- Clawback policy: Implemented Nov 28, 2023 for recovery of erroneously awarded incentive compensation for current/former executive officers .
| Snapshot Date (Record) | Total Beneficial Ownership (Shares) | % of Class | Composition Details |
|---|---|---|---|
| Oct 14, 2024 | 25,117 | <1% | 117 shares held directly; 25,000 options vested/vesting within 60 days |
| Feb 19, 2025 | 25,117 | <1% | 117 shares held directly; 150,000 restricted common stock; 25,000 vested/near-vest options (as described) |
| Options Detail | Number Exercisable | Number Unexercisable | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Grant 5/11/2021 | 5,000 | — | 32.10 | 5/11/2031 | Under 2020 Plan |
| Grant 12/21/2023 | 20,000 | — | 1.41 | 12/21/2033 | Under 2020 Plan |
Employment Terms
- Role and tenure: VP Finance since 2019; CAO since 2021 .
- Contract terms: No separate employment agreement or severance terms disclosed for Arnold; annual compensation decisions are overseen by the Compensation Committee; base salary and bonus determinations occur on a calendar year basis .
- Change-in-control treatment (plan-level): Under the Amended & Restated 2020 Omnibus Incentive Compensation Plan, if awards are not assumed/replaced in a change-in-control, options/SARs may accelerate and restricted awards may vest (performance awards at greater of actual-to-date or pro-rated target); if assumed and the participant is involuntarily terminated post-CIC, committee may accelerate vesting (performance vesting as above) .
- Exercise waivers: On Feb 17, 2025, certain directors and officers agreed to temporarily waive their right to exercise stock options until shareholders approve an authorized share increase (Option Waivers) .
Compensation Structure Analysis
- Mix shift: Arnold’s 2023 compensation shows higher bonus vs 2022 ($115.5k vs $60k) alongside a new option grant ($22.6k fair value), indicating increased at-risk pay exposure year over year .
- Plan amendments: The Third Amendment to the 2020 Plan seeks to add 1,000,000,000 shares to the equity pool (aggregate maximum 1,002,760,000) to support long-term equity compensation capacity; company cites talent attraction/retention and alignment goals .
- Clawback and prohibitions: Adoption of compensation recovery policy (Nov 28, 2023) and strict anti-hedging/anti-pledging enhance pay-for-performance and alignment safeguards .
Risk Indicators & Red Flags
- Legal/SEC matters: No adverse legal proceedings involving Arnold disclosed; company indicates no disqualifying events for executive officers .
- Dilution and warrant features (company-level): 2025 special meeting proposals include approvals for substantial warrant exercises, reverse split authority, and equity plan share increase—raising dilution and share supply considerations that can influence trading dynamics and executive equity value realization .
Say-on-Pay & Shareholder Feedback
- Advisory vote: Say-on-pay item presented at 2024 annual meeting; company holds annual advisory votes (next expected in 2025). Individual vote outcomes by percentage were not included in the filing .
Expertise & Qualifications
- Education: MBA (Temple University); BS in Accounting (Penn State) .
- Technical/functional: Finance, accounting, treasury, risk management, ERP/SOX; organizational leadership across public/private settings .
Investment Implications
- Alignment: Ownership is de minimis (<1%), but Arnold holds fully vested options and restricted stock (per 2025 disclosure), with anti-hedging/pledging rules and a clawback policy supporting alignment and governance .
- Retention and incentives: The plan-level CIC protections and large equity pool expansion suggest continued use of equity incentives to retain and motivate key staff; rising bonus year-over-year indicates increased pay tied to performance delivery .
- Trading signals: Company-level proposals (reverse split, warrant exercises, share increase) can create near-term share supply overhang and volatility; executive equity value may be sensitive to these actions and subsequent market response .