Webster Bailey

About Webster Bailey

Webster Bailey, 47, has served as an independent director of Provectus Biopharmaceuticals, Inc. (PVCT) since 2020; he is Executive Director of Metro Drug Coalition (MDC) in East Tennessee and holds a bachelor’s degree in communications and public relations from the University of Tennessee . He is deemed independent under NYSE American standards and had perfect attendance at Board and committee meetings in 2024 .

Past Roles

External Roles

Board Governance

• Board composition: 4 directors; two are independent (Bailey and Dr. Lacey). Pershing (CEO, Chair) and Rodrigues (President, Vice Chair) are executives on the Board .
• Committees and roles:
  • Audit: Lacey, Bailey (independent), Pershing (chair), Rodrigues; met 4 times in 2024 .
  • Compensation: Lacey, Bailey (chair, independent), Pershing, Rodrigues; met 2 times in 2024 .
  • Nominating & Corporate Governance: Lacey (chair), Bailey (independent), Pershing, Rodrigues; met 1 time and acted by unanimous written consent 1 time in 2024 .
• Attendance and engagement: Board met 3 times; unanimous written consent 7 times; each incumbent director attended all Board and committee meetings in 2024; all directors attended the 2024 annual meeting in person .

Fixed Compensation

• Fee schedule (non-employee directors): Cash retainer $40,000; Audit committee member $15,000; Nominating committee member $10,000; Compensation committee member $10,000; Chair fees: $15,000 for each committee (chair fee appears to substitute for membership fee) .
• Bailey cash fees:
  • 2024: $80,000 total; fees accrued (no stock or option awards recorded in the director compensation table) .
  • 2023: $80,000 total; fees accrued .

Additional context: On August 14, 2024, the Board approved conversion of accrued but unpaid director fees (through September 30, 2024) into Series D‑1 Preferred Stock at $2.862 per share, totaling $2,131,838.75, resulting in issuance of 744,878 D‑1 shares (convertible into 7,448,780 common shares), aligning director compensation with equity and addressing cash constraints .

Performance Compensation

• Equity option grant (director at-risk pay): On December 2, 2024, PVCT granted ten-year stock options with $0.2862 exercise price; independent directors’ options vested immediately upon grant .

Notes:

• Director options were issued under the 2024 Equity Compensation Plan; officers’ options vest in three annual installments, but independent directors’ options vest immediately .
• No performance metrics (e.g., TSR, revenue, EBITDA) are tied to director equity awards; they are time/role-based .

Other Directorships & Interlocks

PVCT disclosed no related-party transactions since Jan 1, 2023, other than hiring Pershing (CEO) and Rodrigues (President) as executives; nothing indicates transactions involving Bailey .

Expertise & Qualifications

• Brings “board of directors, business development, strategic planning, and leadership” experience from prior/ongoing work and non-profit volunteerism .
• Community leadership awards include Tennessee LPC Community Service Award (2013), MDC Recovery Services Award (2014), Prevention Champion (2015), and ET Association of Alcoholism and Drug Abuse Counselors Professional of the Year (2016) .

Equity Ownership

• Beneficial ownership (April 14, 2025): 1,333,850 shares; less than 1% of outstanding common .
• Composition details:
  • 145,528 shares held as custodian for his children .
  • 41,324 shares of Series D‑1 Convertible Preferred (convertible into 413,240 common shares within 60 days) .
  • 775,082 stock options exercisable within 60 days (the independent director grant) .

• Pledging/hedging: No pledging or hedging disclosures found for Bailey in the proxy; not indicated .

Say‑on‑Pay & Shareholder Feedback

Director election support: Bailey received 200,752,874 votes “For” vs 10,408,643 “Withhold” in 2025; 205,949,353 “For” vs 6,507,886 “Withhold” in 2024, indicating strong shareholder support .

Governance Assessment

• Strengths:

  • Independent status and 100% attendance at Board and committee meetings in 2024; active chair of Compensation Committee .
  • Strong shareholder support in director elections and positive say‑on‑pay outcomes in 2024 and 2025 .
  • Ownership alignment via immediate‑vested options and conversion of accrued fees into D‑1 preferred equity (company-wide action), increasing equity linkage without cash expense .

• Risks and potential red flags:

  • Audit Committee composition includes two non‑independent executive directors (Pershing—chair, Rodrigues), alongside two independent directors (Lacey, Bailey); best practice typically favors fully independent audit committees; presence of executives may be a governance risk indicator .
  • Compensation and Nominating committees also include executive directors, though chaired by independents (Bailey and Lacey, respectively); mixed independence can dilute independent oversight .
  • Fee accruals and subsequent conversion into preferred stock signal historical cash constraints; while aligning with equity, it can be viewed as a liquidity flag for investors assessing governance under financial stress .

• Related‑party/Conflicts:

  • No related‑party transactions disclosed involving Bailey; executive employment agreements for Pershing and Rodrigues are disclosed but not tied to Bailey .

• Overall: Bailey appears engaged and independent with leadership on the Compensation Committee and a modest equity stake largely via options and convertible preferred. Committee independence and executive participation—especially on Audit—represent governance quality concerns that may affect investor confidence despite strong shareholder voting support .