Eric Wachter
About Eric Wachter
Eric A. Wachter, Ph.D., 61, is Chief Technology Officer at Provectus (PVCT) and has served in this role since May 2012; he previously was EVP, Pharmaceuticals and a director (2002–2012; 2016–2018). He holds a Ph.D. in Chemistry from the University of Wisconsin–Madison (1988) and earlier served as senior research staff at Oak Ridge National Laboratory . PVCT’s compensation committee does not use TSR or net loss as performance metrics; company TSR rose ~25% in 2024 (value of $100 investment to 218.18 from 174.54) while net loss worsened in 2024; this context shapes pay-for-performance evaluation for executives including Wachter . Recent revenues and EBITDA are shown below to contextualize operating performance.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provectus Biopharmaceuticals | EVP, Pharmaceuticals; Director | 2002–2012; 2016–2018 | Senior leadership in drug development; board oversight |
| Photogen Technologies (precursor to PVCT) | Senior management; VP; Secretary; Director | 1997–2002 | Early-stage corporate and governance roles in predecessor entity |
| Oak Ridge National Laboratory | Senior research staff | Pre-1997 | Advanced research credentials underpinning CTO role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Photogen Technologies | Board member | 1997–2002 | Corporate governance in precursor company |
| Oak Ridge National Laboratory | Senior research staff | Pre-1997 | Technical foundation in chemistry and research |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 240,000 | Not disclosed | 0 | No bonuses awarded to NEOs in 2024 |
| 2023 | 240,000 | Not disclosed | 0 | Smaller-reporting scaled disclosure; no bonus shown |
Performance Compensation
- Long-term incentives are primarily time-vested stock options. On December 2, 2024, NEOs (including Wachter) received option grants; one-third vested at grant and the remaining two-thirds vest on each of the next two anniversaries . The compensation committee does not use TSR or net loss as formal plan metrics .
Option Awards – Individual Outstanding at FY-end
| Name | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Eric Wachter (CTO) | 712,850 | 1,425,700 | 0.29 | 11/30/2034 |
Grant Valuation (Summary Compensation Table)
| Year | Option Awards – Grant Date Fair Value ($) |
|---|---|
| 2024 | 159,752 |
Plan/Metric Design
| Incentive Type | Performance Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Non-qualified stock options | None disclosed | N/A | N/A | N/A | Grant-date fair value; time-based | 1/3 at grant; 1/3 at 1st anniversary; 1/3 at 2nd anniversary |
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Common shares (direct, sole) | 5,714,183 | Direct ownership |
| Common shares (Eric A. Wachter 1998 Charitable Remainder Unitrust) | 4,867 | Indirect/trust |
| Common shares (retirement plan) | 930,248 | Indirect retirement account |
| Series D-1 Convertible Preferred (convertible within 60 days) | 1,393,277 | Convertible into 13,932,770 common shares |
| Stock options exercisable (≤60 days) | 712,850 | Vested/exercisable |
| Stock options unexercisable | 1,425,700 | Unvested; scheduled vesting |
| Beneficial ownership (% of common) | 4.9% | As of April 14, 2025 |
| Shares pledged as collateral | Not disclosed | No pledging disclosure in proxy |
| Ownership guidelines | Not disclosed | No guideline disclosure found |
| Hedging policy | No formal hedging policy | Securities trading policy in place; hedging policy not formalized |
Employment Terms
| Term | Detail |
|---|---|
| Position | Chief Technology Officer since May 2012 |
| Employment agreement effective date | May 20, 2019 (Wachter Agreement) |
| Initial term | 1 year; auto-renews for successive 1-year periods unless either party gives notice not to renew |
| Base salary | Initially $240,000 per year |
| Benefits | Eligible to participate in employee benefit plans |
| Termination prior to Change in Control | Accrued base salary, pro rata earned incentive/bonus, benefits per plan, and expense reimbursements |
| Change-in-Control severance | If employment terminates coincident with or following a Change in Control by action of Wachter (including death, disability, retirement) or by the Company not for Cause: above amounts plus severance equal to 50% of prior-year base salary, payable over 6 months |
| Trigger structure | Eligible upon executive action coincident with/following change in control or Company termination not for Cause—functionally single-trigger availability for executive-initiated separation post-CIC |
| Non-compete / non-solicit | Not disclosed in proxy |
| Clawback provisions | Not disclosed in proxy |
| Tax gross-ups | Not disclosed in proxy |
| Equity acceleration | Not specifically disclosed for Wachter |
Performance & Financial Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 989,042 | 557,710 | 617,140 |
| EBITDA ($) | -2,858,465* | -2,489,444* | -3,938,999* |
Values with asterisk retrieved from S&P Global.
Company pay-versus-performance disclosures note the committee does not use TSR or net loss; TSR moved from 196.36 (2022) to 174.54 (2023) to 218.18 (2024), while net loss worsened in 2024 .
Board Governance (Context)
- Compensation committee: John Lacey, M.D.; Webster Bailey; Ed Pershing, CPA; Dominic Rodrigues; chair: Webster Bailey; met twice in 2024 .
- Audit and nominating committees similarly staffed; independence noted for Lacey and Bailey .
Compensation Structure Analysis
- Shift to time-based stock options: Significant 12/2/2024 grants with immediate one-third vesting and two annual tranches thereafter—reduces performance linkage and may increase near-term realizable pay on vest dates .
- No annual bonuses in 2024; base compensation steady at $240,000 for Wachter—higher guaranteed cash, minimal at-risk short-term pay .
- Plan metrics: Compensation committee explicitly does not use TSR or net loss, limiting formal pay-performance alignment .
- Option terms: Wachter’s sizable unvested tranche (1,425,700 options) vests on 12/2/2025 and 12/2/2026 at $0.29 strike; potential selling pressure windows on or around vest dates .
Related Party Transactions (Executive-specific)
- No related party transaction disclosures specific to Wachter; broader related party financings involve other executives/directors (e.g., Pershing, Raines) .
Risk Indicators & Red Flags
- Hedging policy: No formal hedging policy (though a securities trading policy exists with blackout and pre-clearance), which may weaken alignment safeguards .
- Pay-versus-performance: Committee does not use TSR or net loss in its programs despite disclosure—potential misalignment risk during pre-commercial phase .
- Capital structure/convertibles: Large preferred and notes convertible into common indicate ongoing dilution risk that affects equity incentives’ realized value .
Compensation Peer Group & Say-on-Pay
- Proxy calls for advisory say-on-pay; peer group details not provided; historical approval percentages not disclosed .
Expertise & Qualifications
- Ph.D. in Chemistry (University of Wisconsin–Madison, 1988) .
- Research, pharmaceutical leadership, and governance experience across PVCT and its precursor .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PVCT | CTO | 2012–present | Technical leadership of immunotherapy programs |
| PVCT | EVP, Pharmaceuticals | 2002–2012 | Senior operating role |
| PVCT Board | Director | 2002–2012; 2016–2018 | Governance experience |
| Photogen Technologies | Senior management; VP; Secretary; Director | 1997–2002 | Precursor corporate development |
| ORNL | Senior research staff | Pre-1997 | Technical foundation |
Equity Ownership & Vesting Schedule Details
- Beneficial ownership of common and preferred (convertible) provides meaningful “skin in the game” (4.9% of common), with substantial additional exposure via Series D-1 conversions and options .
- Vesting cadence for the 12/2/2024 grant indicates distinct near-term liquidity events (1/3 at grant; 1/3 at each anniversary), which can create insider selling windows .
Investment Implications
- Alignment: Wachter’s ownership (direct common, retirement, trust, Series D-1 convertible, vested/unvested options) suggests meaningful alignment, but absence of formal hedging prohibitions and lack of performance metrics in compensation design weakens pay-for-performance signaling .
- Retention: Auto-renewing one-year CTO agreement with moderate CIC severance (0.5x prior-year base over 6 months) implies manageable retention risk; single-trigger eligibility post-CIC can incentivize voluntary departures if a transaction occurs .
- Trading signals: Option vesting milestones on 12/2/2025 and 12/2/2026 and sizable exercisable options at a $0.29 strike warrant monitoring for Form 4 activity around vest dates and price thresholds .
- Performance backdrop: Pre-commercial status, thin revenues, and negative EBITDA persist; the committee’s stated non-use of TSR/net loss means equity grants are largely time-based, with limited operating-performance linkage—investors should evaluate R&D milestones and financing cadence alongside insider activity .