Dominic Rodrigues
About Dominic Rodrigues
Dominic Rodrigues, 56, is President and Executive Vice Chairman of Provectus Biopharmaceuticals (since April 16, 2024) and has served on the Board since 2017 (non‑exec Chairman 2017–2018; non‑exec Vice Chairman 2018–2024) . He holds degrees from Wharton, LSE, MIT, and University of Toronto, and previously worked across corporate venture capital (SAIC VCC), derivatives trading (Bank of Montreal), and engineering/consulting (Jacques Whitford) . Provectus is pre‑commercial and does not use net loss or TSR in pay programs; 2024 TSR rose to 218.18 (from 174.54 in 2023) while net loss worsened YoY, and “compensation actually paid” to the PEO rose largely due to option grants . Rodrigues serves as Provectus’s principal executive officer and sits on all three board committees, raising independence concerns due to dual executive/director roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Provectus Biopharmaceuticals | Chairman (non‑exec) | 2017–2018 | Led board transition; later moved to Vice Chair . |
| Provectus Biopharmaceuticals | Vice Chairman (non‑exec) | 2018–2024 | Board leadership; oversight of strategy . |
| Provectus Biopharmaceuticals | Chief Operating Consultant | Mar–Apr 2024 | Bridged COO gap; operations continuity before President role . |
| SAIC Venture Capital Corporation | Corporate venture capitalist; board observer/member at portfolio companies | Prior to Provectus | Investment/board exposure in defense/intelligence tech; corp dev experience . |
| Bank of Montreal | Proprietary currency derivatives trader | Prior to Provectus | Financial markets and risk expertise . |
| Jacques Whitford | Project manager/engineer | Prior to Provectus | Operations/engineering execution . |
| Rhisk Capital | President | Prior to Provectus | Mgmt consulting/corp dev across healthcare, life sciences, fintech, defense . |
External Roles
| Organization/Institution | Role | Years | Notes |
|---|---|---|---|
| University of Nevada, Las Vegas (Lee Business School) | Adjunct Professor of Finance | Prior to Provectus | Academic/teaching credentials . |
| SAIC VCC portfolio companies | Board observer/member (at portfolio level) | Prior to Provectus | VC governance exposure (not current public directorships) . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary paid | $170,000 | Partial-year pay as President starting April 16, 2024 . |
| Current base salary (per agreement) | $240,000 | Employment agreement effective April 16, 2024; auto‑renewing term to 2029 with annual extensions . |
| Director fees | $75,000 | Employee directors also receive fees per policy . |
| Consulting fees (pre‑employment) | $13,800 | Contractor role Mar 25–Apr 15, 2024 at $20,000/month (accrued) . |
| Benefits | Broad‑based employee benefits | Health, life/disability, dental; for all employees . |
Performance Compensation
| Instrument | Grant date | Shares/options | Exercise/strike | Vesting | Expiration | Grant date FV |
|---|---|---|---|---|---|---|
| Stock options (2024 NEO grants) | Dec 2, 2024 | 16,146,600 (5,382,200 exercisable + 10,764,400 unexercisable at 12/31/24) | $0.29 | 1/3 at grant (12/2/2024); remaining 1/3 on each of next two anniversaries (12/2/2025; 12/2/2026) | 11/30/2034 | $1,206,167 . |
Notes:
- No cash bonuses were paid to NEOs in 2024 .
- The company does not use TSR or net loss as compensation metrics; equity awards are time‑vested, not performance‑conditioned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 14, 2025) | 17,875,831 common equivalent shares (4.1% of class) including convertibles/options within 60 days . |
| Breakdown | 500 common (direct); 509,089 common (joint with spouse); 112,700 common (spouse); 23,700 common (custodian for children); 431,400 common (retirement plan); 1,141,626 Series D‑1 Preferred (convertible to 11,416,242 common within 60 days); 5,382,200 options exercisable within 60 days . |
| Vested vs unvested options (12/31/24) | 5,382,200 vested; 10,764,400 unvested (to vest 12/2/2025 and 12/2/2026, ~5.3822M each) . |
| Ownership guidelines | Not disclosed in proxy . |
| Hedging/pledging | No formal hedging policy; no pledging disclosed . |
| Section 16 compliance | One late Form 4 filed by Rodrigues on July 23, 2024 (two transactions) . |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | President; effective April 16, 2024; continues as principal executive officer . |
| Agreement term | April 16, 2024 to April 15, 2029; auto‑extends one year annually unless 90‑day notice given . |
| Base salary | $240,000 per year (may be increased by Board) . |
| Incentive eligibility | Eligible to participate in incentive/bonus plans; no specific targets disclosed . |
| Change‑of‑control severance | If terminated not for cause or by executive coincident with/following CoC (or agreement not extended then), severance equals 10× prior calendar year base salary, paid over 3 months, plus accrued obligations; conditioned on release and covenants . |
| Termination without cause (no CoC) | Accrued base salary through month‑end, pro‑rata earned incentive, and applicable benefits; no multiple . |
| “Constructive” trigger | Reduction in duties/reporting to Board or loss of Board membership deemed termination “without cause” (entitles to Section 7(d) benefits if coincident with/following CoC) . |
| Non‑compete | 12 months post‑termination if executive resigns voluntarily or is terminated for cause; worldwide scope; tied to Provectus’s HX platform business . |
| Non‑solicit | 2 years post‑termination (employees/contractors; investors) . |
| Confidentiality | No temporal/geographic limit; standard carve‑outs (whistleblower) . |
| COBRA/benefits | Continuation per law . |
| 409A/limits | Agreement intended to comply with 409A; severance subject to limits referenced (incl. 401(a)(17) cap mechanics noted) . |
Board Governance (including dual‑role implications)
- Board: 4 members—two executives (Ed Pershing, CEO/Chairman; Dominic Rodrigues, President/Vice Chairman) and two independents (John Lacey, M.D.; Webster Bailey) .
- Committees: Audit (Pershing—chair; Lacey; Bailey; Rodrigues); Compensation (Bailey—chair; Lacey; Pershing; Rodrigues); Nominating (Lacey—chair; Bailey; Pershing; Rodrigues) .
- Attendance: Board met 3× and 7 unanimous written consents in 2024; each incumbent director attended all meetings and committee meetings (audit met 4×; comp 2×; nominating 1×) .
- Independence issues: Executives (Pershing and Rodrigues) sit on audit and compensation committees; only Lacey and Bailey are considered independent—this is a governance red flag on standard independence norms even though the company is OTC‑listed .
- Director compensation (policy): Annual retainer $40,000; audit member $15,000 (chair +$15,000); nominating member $10,000 (chair +$15,000); compensation member $10,000 (chair +$15,000). Rodrigues accrued $75,000 in director fees for 2024 .
Director Compensation (Rodrigues as director)
| Year | Fees Earned (cash) |
|---|---|
| 2024 | $75,000 . |
Policy note: Employee directors receive the same retainers/committee fees as non‑employee directors per the proxy .
Pay vs Performance Context (company-level; PEO differs intra‑year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of initial $100) | 196.36 | 174.54 | 218.18 . |
| Net Loss | $(3,554,683) | $(3,101,768) | $(4,762,137) . |
| Notes | Company states it does not use TSR or net loss in comp design . |
PEO designation changed during 2024 (Horowitz Q1; Rodrigues Q2‑Q4); 2024 “compensation actually paid” rose sharply due to 2024 option grant valuations, not formulaic performance metrics .
Related Party & Other Governance Disclosures
- Short contractor engagement: Company engaged Rodrigues as Chief Operations Consultant on March 26, 2024 at $20,000 per month (accrued); mutually terminated upon employment as President on April 16, 2024 .
- Hedging policy: No formal policy; Securities Trading Policy with blackout and pre‑clearance for insiders .
- Section 16: One late Form 4 for Rodrigues (July 23, 2024) .
Compensation Structure Analysis (alignment signals and risks)
- Mix shift to equity in 2024: Significant time‑vested stock option grant (16.15M options at $0.29) drives pay; one‑third vested immediately, creating near‑term realizable value independent of performance, which weakens pay‑for‑performance alignment .
- No cash bonus/performance metrics disclosed: NEO bonuses were $0 in 2024; committee does not use TSR or net loss; no disclosed revenue/EBITDA/TSR targets—equity awards are not performance‑conditioned .
- Change‑of‑control economics: 10× salary severance (paid over 3 months) for CoC‑related termination or non‑extension—well above market medians and potentially shareholder‑unfriendly; restrictive covenants apply and payments are subject to release and compliance .
- Governance red flags: Executives serving on audit and compensation committees and receiving director fees; dual executive/vice‑chair role raises independence concerns .
Vesting Schedules and Potential Insider Selling Pressure
- Options vesting cadence: Unvested 10,764,400 options vest in two equal tranches of ~5,382,200 on 12/2/2025 and 12/2/2026; strike $0.29; expiration 11/30/2034 .
- Overhang: Company‑wide options outstanding 53,393,102 at 12/31/2024 under the 2024 Plan (weighted avg exercise $0.28), indicating meaningful equity overhang in addition to preferred conversions .
- Hedging/pledging: No formal hedging policy; no pledging disclosed, but one late Form 4 indicates some process risk .
Equity Compensation Plan and Overhang Context
- 2024 Equity Compensation Plan approved with authorization up to 100,000,000 shares; on Dec 2, 2024, NEOs received an aggregate 47,953,253 options; 1/3 vested on grant with remaining over two anniversaries .
- As of 12/31/2024: 53,393,102 securities to be issued upon exercise; 46,606,898 remaining available for future issuance under equity plans .
Investment Implications
- Alignment vs dilution: Rodrigues has meaningful skin‑in‑the‑game via Series D‑1 Preferred (convertible to ~11.4M common) and options, aligning incentives with share price—but time‑based immediate vesting and large plan reserve create dilution risk as awards vest/exercise and preferreds convert .
- Retention/CoC risk: The 10× salary CoC severance is an unusually large parachute that could become a negotiation overhang in strategic alternatives; outside CoC, severance is limited, implying retention relies on unvested equity and role responsibility .
- Governance: Executive presence on audit and compensation committees and receipt of director fees weaken governance optics; independence concerns may deter some institutional investors and weigh on say‑on‑pay sentiment .
- Trading signals: Significant option tranches vest on 12/2/2025 and 12/2/2026, which may increase insider selling capacity around those dates (subject to trading windows and pre‑clearance) .
- Performance backdrop: Company is pre‑revenue; TSR improved in 2024 but pay is not linked to TSR or profitability, and net loss widened—investors should focus on clinical milestones, financing terms (including related‑party notes at the company level), and dilution management rather than legacy P&L metrics for near‑term catalysts .