Ed Pershing
About Ed Pershing
Ed Pershing, CPA, is PVCT’s Chief Executive Officer (since April 16, 2024) and Chairman of the Board (since 2018). He is a healthcare consulting and accounting veteran who co-founded PYA (1983) and led it until retiring in 2019; he holds a B.S. in Accounting from the University of Tennessee and completed Ernst & Ernst’s Accelerated Healthcare Program . PVCT is pre-commercial and does not use net loss or TSR in pay decisions; pay-versus-performance disclosure shows TSR of 196.36 (2022), 174.54 (2023), and 218.18 (2024), with continuing net losses (2024: $(4.76)M), underscoring limited financial performance ties to compensation . Age: 71 as of April 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provectus Biopharmaceuticals (PVCT) | Chairman of the Board | 2018–present | Board leadership; governance and audit oversight (audit chair) . |
| Provectus Biopharmaceuticals (PVCT) | Chief Executive Officer | Apr 16, 2024–present | Executive leadership; employment term through Apr 15, 2029 with auto-renewals . |
| PYA (Pershing Yoakley & Associates) | Co-founder; President & CEO | 1983–2019 | Grew top-20 healthcare consultancy to 350+ employees; 3,500+ clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernst & Ernst (Accelerated Healthcare Program) | Participant | n/a | One-year full-time program in healthcare industry matters . |
| Mr. P’s Foundation | Affiliate | n/a | Beneficial owner of PVCT shares (indirect ownership) . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 170,000 | — | — | Became CEO Apr 16, 2024; employment agreement sets initial base at $240,000 per year . |
| 2023 | — | — | — | Served as non-employee director; $75,000 director fees accrued in 2023 . |
- Employment Agreement: term Apr 16, 2024–Apr 15, 2029; auto-renews 1 year each Apr 15 unless either party gives 90 days’ notice .
Performance Compensation
| Grant/Metric | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options (Dec 2, 2024) | n/a | n/a | Grant date value $1,902,650 (CEO) | 1/3 vested at grant; 1/3 on Dec 2, 2025; 1/3 on Dec 2, 2026 | Company states it does not use TSR or net loss in compensation programs . |
Outstanding and key terms as of Dec 31, 2024:
- Options exercisable: 8,490,072; unexercisable: 16,980,144; exercise price: $0.29; expiration: Nov 30, 2034 .
- Vesting schedule implies similar tranche sizes (≈8.49M shares) on Dec 2, 2025 and Dec 2, 2026, creating predictable potential selling/hedging windows upon vesting .
- No performance-vesting metrics disclosed (time-based only) .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (Common-Equivalent) | % of Class | Key Components |
|---|---|---|---|
| Apr 14, 2025 | 38,511,890 | 8.6% | Includes 176,000 common (self), spouse/retirement/foundation and partnership holdings, 2,063,538 Series D-1 (convertible to 20,635,380 common), $1,781,898 notes (convertible into 622,606 Series D-1 → 6,226,058 common), and 8,490,072 options exercisable within 60 days . |
| Apr 14, 2024 | 21,569,870 | 4.9% | Includes direct/indirect common, 1,150,428 Series D-1 (→ 11,504,280 common), notes convertible into 653,261 Series D-1 (→ 6,532,610 common) . |
Additional alignment/risk notes:
- Pledging: No disclosure of any shares pledged as collateral (not mentioned in proxies) .
- Hedging: Company has no formal hedging policy as of the proxy date; Securities Trading Policy requires blackout periods and pre-clearance for directors and officers .
- Ownership guidelines: No director/executive stock ownership guidelines disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Title/Start | CEO effective Apr 16, 2024; continues as Chairman of the Board . |
| Contract Term | Apr 16, 2024–Apr 15, 2029; auto-renews annually each Apr 15 unless 90-day notice . |
| Base Salary | $240,000 per year per agreement; 2024 salary paid $170,000 (partial year) . |
| Change-in-Control Severance | If employment terminates coincident with or following a Change in Control, or agreement not extended (by executive including death, disability, retirement, or by the Company not for cause): regular accrued amounts plus a severance equal to 10 times the prior calendar year base salary, paid over 3 months; conditioned on release and restrictive covenant compliance . |
| Other Provisions | Confidentiality, non-competition, employee non-solicitation, indemnification . |
| Benefits | Standard participation; COBRA continuation rights post-termination as applicable . |
Implication: CIC protection is unusually large (10x salary) and appears not strictly double-trigger (covers executive-initiated termination following CIC), elevating potential entrenchment risk .
Board Governance
- Roles: Chairman of the Board since 2018; CEO since April 16, 2024 (combined leadership) .
- Committees (2024 activity): Audit Committee (members: Lacey, Bailey, Pershing, Rodrigues); Pershing serves as Audit Committee Chair and is deemed an “audit committee financial expert” (unusual as he is an executive officer). Compensation Committee (members: Lacey, Bailey, Pershing, Rodrigues; Chair: Bailey). Nominating Committee (members: Lacey, Bailey, Pershing, Rodrigues; Chair: Lacey) .
- Independence: Only Lacey and Bailey are independent; Pershing (CEO/Chair) and Rodrigues (President/PEO in 2024) are executives on key committees .
- Attendance: All directors attended 100% of Board and committee meetings in 2024; Board met 3 times, committees held multiple meetings .
- Director compensation: Annual retainer $40,000; Audit member +$15,000 (Chair +$15,000), Compensation member +$10,000 (Chair +$15,000), Nominating member +$10,000 (Chair +$15,000). Pershing accrued $75,000 in director fees in 2023 and 2024 while serving on the Board .
Dual-role implications: CEO/Chair concentration and executive service on the Audit and Compensation Committees present governance and independence concerns (especially with the CEO chairing Audit), which can weigh on oversight quality and investor perceptions .
Director Compensation (for context)
| Year | Name | Fees Earned ($) |
|---|---|---|
| 2024 | Ed Pershing | 75,000 (accrued) |
| 2023 | Ed Pershing | 75,000 (accrued) |
Compensation Structure Analysis
- Shift to equity: Large option grants in 2024 (time-based vesting, no performance metrics) materially increased “compensation actually paid,” without explicit linkage to TSR or profitability; committee states it does not use TSR or net loss for pay .
- Option design: One-third immediate vest creates near-term liquidity; remaining two-thirds time-based vesting over two years concentrates potential selling/hedging windows on Dec 2, 2025 and Dec 2, 2026 .
- Guaranteed vs at-risk: Base salary is modest; equity dominates variable pay but lacks performance hurdles (no PSUs/TSR/EBITDA metrics disclosed) .
- Clawback: Not disclosed (no explicit executive clawback policy found) .
- Tax gross-ups: None disclosed .
Related Party Transactions (governance red flags and alignment signals)
- Financing support: In 2023–Apr 2024, PVCT issued multiple 2022 Notes to related party Edward Pershing (e.g., $100,000 on 4/25/23; $200,000 on 5/12/23; several additional tranches through 4/11/24), highlighting capital support but also creditor status and potential conflicts; total related party notes shown as $1,790,000 (table includes Pershing entries) .
- Policies: Related person transactions require Audit Committee approval, considering terms vs third-party comparables and independence impacts .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Pay vs Performance TSR Index (Initial $100) | 196.36 | 174.54 | 218.18 |
| Net Loss ($) | (3,554,683) | (3,101,768) | (4,762,137) |
- PVCT is pre-commercial and did not use net loss or TSR in compensation programs during these periods .
- 2024 Equity Plan: Shareholders approved a new 2024 Equity Compensation Plan authorizing up to 100,000,000 option shares; 47,953,253 options were granted to NEOs on Dec 2, 2024 (1/3 vested immediately) .
Vesting Schedules and Potential Insider Selling Pressure
| Award | Tranche | Vest Date | Shares | Exercise Price | Expiration |
|---|---|---|---|---|---|
| CEO Options (Granted Dec 2, 2024) | Tranche 1 | Dec 2, 2024 | 8,490,072 | $0.29 | Nov 30, 2034 |
| Tranche 2 | Dec 2, 2025 | 8,490,072 (time-based) | $0.29 | Nov 30, 2034 | |
| Tranche 3 | Dec 2, 2026 | 8,490,072 (time-based) | $0.29 | Nov 30, 2034 |
- Securities Trading Policy imposes blackout periods and pre-clearance; however, the company has no formal hedging policy .
Say-on-Pay & Section 16 Compliance
- The company includes an advisory vote to approve NEO compensation in 2025; specific historical approval percentages not disclosed in the proxies reviewed .
- Late insider filings: Ed Pershing had late Form 4s filed on July 2, 2024; August 27, 2024; and January 8, 2025 (two transactions), indicating process/control slippage in reporting . In 2023, proxies also reported multiple late Form 4s for Pershing .
Equity Compensation Plan Information (dilution context)
| As of | Securities to be issued on exercise | Wtd Avg Exercise Price | Remaining available |
|---|---|---|---|
| Dec 31, 2024 | 53,393,102 | $0.28 | 46,606,898 |
| Dec 31, 2023 | 3,225,000 | $0.37 | — (2014 Plan expired; no shares available) |
Substantial 2024 refresh elevates potential dilution and aligns executive incentives to share price/appreciation, albeit without performance conditions .
Employment Terms (Severance/CIC Economics)
| Provision | CEO Pershing |
|---|---|
| Termination pre-CIC (voluntary, death, disability, retirement) | Accrued salary, prorated earned incentive, benefits per plans, expense reimbursement . |
| Termination coincident with or following CIC (exec action including retirement/death/disability; or company not for cause; or non-extension) | Above amounts plus severance equal to 10x prior-year base salary, payable over 3 months; subject to release and ongoing compliance with non-solicit, return of property, non-disparagement, confidentiality . |
Investment Implications
- Alignment and support: Pershing materially increased beneficial ownership from 4.9% (2024) to 8.6% (2025), with significant holdings via Series D-1 preferred and convertibles, plus sizable 2024 option grant; he also provided bridge financing via related-party notes, suggesting commitment but creating creditor-related conflict considerations .
- Governance risk: CEO/Chair dual role, CEO chairing the Audit Committee, and executives serving on Audit and Compensation Committees are notable independence red flags; coupled with no formal hedging policy and multiple late insider filings, these may weigh on governance-quality assessments and cost of capital .
- Pay-for-performance risk: 2024 equity awards are time-based with immediate vesting of one-third and no disclosed performance metrics; the company explicitly does not use TSR or net loss in pay programs. This design increases potential dilution and decouples compensation from objective performance outcomes .
- CIC economics and retention: The 10x-salary CIC severance, payable over just three months, is highly generous and not strictly double-trigger, reducing near-term departure risk but heightening entrenchment and parachute optics .
- Trading signals: Predictable vesting dates (Dec 2, 2025; Dec 2, 2026) create identifiable windows where insider selling could occur (subject to blackout/pre-clearance), which may influence short-term supply/demand dynamics around those dates .