Heather Raines
About Heather Raines
Heather Raines, CPA (age 58), is Provectus Biopharmaceuticals’ Chief Financial Officer since March 2019, after serving as Controller from August 2017 to March 2019. She holds a master’s in accounting (Strayer University) and a bachelor’s in accounting (University of Tennessee), and is a member of the AICPA, Tennessee Society of CPAs, and Institute of Management Accountants . PVCT is pre-revenue; the compensation committee does not use TSR or net loss in its programs, and the company reported net losses of $3.55M (2022), $3.10M (2023), and $4.76M (2024) while TSR moved from 196.36 (2022) to 174.54 (2023) to 218.18 (2024) .
Company performance context (TSR and net loss)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | 196.36 | 174.54 | 218.18 |
| Net Loss ($USD) | $(3,554,683) | $(3,101,768) | $(4,762,137) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provectus Biopharmaceuticals | Controller | Aug 2017–Mar 2019 | Led accounting/finance prior to CFO promotion |
| BDry Waterproofing | VP Finance | 2015–2017 | Oversaw finance for service business |
| AMETEK, Advanced Measurement Technology (subsidiary) | AMT Business Unit Controller | 2015 | Managed BU financial controls |
| AMETEK, Scientific Instruments | Business Unit Controller | 2013–2015 | Ran BU accounting and reporting |
| AMETEK | Senior Finance Manager | 2007–2013 | Managed finance functions |
| Goody’s Family Clothing | Tax Analyst | 2006–2007 | Corporate tax analysis |
| Siemens Medical Solutions USA (subsidiary of Siemens AG) | Accounting Manager | 2005–2006 | Managed accounting operations |
| CTI Molecular Imaging | Accounting Manager | 1999–2005 | Managed accounting processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of CPAs | Member | N/A | Professional standards and network |
| Tennessee Society of CPAs | Member | N/A | State-level CPA community |
| Institute of Management Accountants | Member | N/A | Management accounting best practices |
Fixed Compensation
| Year | Base Salary ($) | Actual Salary Paid ($) |
|---|---|---|
| 2022 | 125,000 | 125,000 |
| 2023 | 125,000 | 10,417 (scaled payroll; see proxy note) |
Employment agreement base salary was amended to $200,000 per year effective December 1, 2024 .
Performance Compensation
- No annual bonuses disclosed for Raines in 2022–2023; the committee does not use TSR or net loss in compensation programs .
- The 2024 Equity Compensation Plan authorizes options and restricted stock with standard 10-year option terms and change-in-control acceleration, but Heather-specific grants are not disclosed for 2024; NEO option grants on December 2, 2024 covered CEO/President/CTO and former COO, with 1/3 vesting at grant and 2/3 vesting over the next two anniversaries .
Equity Ownership & Alignment
| As of Date | Total Beneficial Ownership (Common Eq. Shares) | Ownership % | Breakdown |
|---|---|---|---|
| Apr 14, 2024 | 1,910,103 | <1% of common | 100,000 common held solely ; 1,113,153 common held jointly with spouse ; 20,290 Series D‑1 preferred convertible into 202,900 common within 60 days ; $141,395 principal+interest notes convertible within 60 days into 49,405 Series D‑1, then into 494,050 common |
- Stock pledging: No pledging disclosures identified for Raines .
- Hedging policy: Company disclosed it does not have a formal hedging policy as of the proxy date .
- Ownership guidelines: No stock ownership guideline disclosures for executives found in proxy .
Employment Terms
- Start and role: Promoted to CFO on March 25, 2019; received an initial incentive grant of 50,000 shares of common stock upon promotion .
- Contract term: Employment agreement auto‑renews for one-year terms unless either party gives 30 days’ written notice .
- Base salary: Amended to $200,000 per year effective December 1, 2024 (prior agreement listed initial base at $125,000) .
- Termination (pre‑Change in Control): Unpaid base salary through last day of month of termination; pro rata unpaid earned bonus; benefits per plan; reimbursable expenses .
- Change in Control economics: If terminated coincident with or following a Change in Control, or the agreement is not extended coincident with or following a Change in Control (by Raines, including death/disability/retirement, or by the Company not for Cause), severance equals three times base salary in the preceding calendar year, payable over three months, in addition to standard accrued amounts . The prior 2024 proxy described CoC severance at 50% of base salary over six months, indicating the Dec 1, 2024 amendment materially increased CoC severance .
- Clawbacks/tax gross‑ups: No clawback or tax gross‑up disclosures found specific to Raines .
- Non‑compete/non‑solicit: Not disclosed in proxy; employment agreement references available via Justia contracts repository .
- Change‑in‑control equity acceleration (plan level): 2024 Equity Compensation Plan provides automatic acceleration of outstanding options and restricted stock upon change in control unless the administrator determines otherwise .
- Proxy authority: Raines served as authorized proxy holder for shareholders at annual meetings (2024 and 2025) alongside President Rodrigues .
- Corporate actions: As CFO, Raines signed certificates of amendment relating to reverse stock split and preferred stock designations (Series D and D‑1) .
Related Party Transactions
- Convertible note participation: Raines invested $100,000 in the Company’s 2021 unsecured convertible notes (8% interest), convertible into Series D‑1 preferred per financing terms .
Compensation Structure Analysis
- Shift in guaranteed vs at‑risk pay: Agreement amendment raised contractual base salary from $125,000 to $200,000 and increased CoC severance from 0.5x to 3x prior base, materially raising guaranteed outcomes in a transaction scenario .
- Performance linkage: The compensation committee does not use TSR or net loss, and no performance metric targets tied to Heather’s pay are disclosed, reducing pay‑for‑performance alignment .
- Equity incentives: Plan-level equity acceleration exists, but Heather‑specific RSU/option grant details for 2024 are not disclosed; historical incentive on promotion was 50,000 shares .
Investment Implications
- Alignment: Raines’ personal capital commitment via $100,000 convertible note and meaningful beneficial holdings (common and preferred/notes that convert to common) align interests with equity holders, albeit still <1% ownership of common .
- Retention/transaction risk: The December 2024 amendment significantly increases CoC severance (3x prior year base over three months), creating stronger retention and potential transaction costs; this change is a notable governance/litigation consideration in M&A scenarios .
- Incentive risk: Absence of disclosed performance metrics tied to pay (no TSR/net loss usage) may weaken pay‑for‑performance alignment, especially in a pre‑revenue stage with widening 2024 net loss versus 2023 .
- Trading signals: Monitor Section 16 filings for any equity transactions, conversions of preferred/notes, and any equity grants under the 2024 plan; the company disclosed no formal hedging policy, raising potential alignment concerns if hedging were used by insiders (no hedging use disclosed for Raines) .