Charles Ence
About Charles Ence
Charles Ence, age 65, is Chief Accounting and Compliance Officer at Relmada Therapeutics (RLMD), appointed January 2020; he previously served as CFO from July 29, 2019 to January 9, 2020 . He holds a BA in Business Administration and Accounting (Southern Utah University, 1984) and an MBA in Finance (Arizona State University, 1985) . Company-level pay-versus-performance disclosures show poor TSR in 2024 (value of $100 investment fell to $1.62), with negative “compensation actually paid” to non-PEO NEOs reflecting declines in prior award values, underscoring a difficult year and compensation restraint for 2024/2025 . The company faced a strategic pivot after disappointing REL-1017 data; management paused bonuses/LTI and shifted to in-licensing NDV-01 and acquiring Sepranolone, prioritizing cost control and pipeline diversification .
Past Roles
| Organization | Role | Dates | Strategic Impact |
|---|---|---|---|
| Relmada Therapeutics | CFO | Jul 29, 2019 – Jan 9, 2020 | Transitional finance leadership ahead of CAO role |
| New Age Beverages/Xing Beverages | CFO | Aug 2003 – Oct 2018 | Led expansion to 46 states and 10 countries with consistent growth/profitability |
| New Age Beverages/Xing Beverages | Corporate Controller | Oct 2018 – Jun 2019 | Oversaw controls during late-stage growth |
| Quantum Corp | Planning Manager; Director of Finance | Prior to On Command (dates not specified) | Senior planning/finance roles |
| On Command Corp | Director of Finance & Investor Relations | After Quantum (dates not specified) | IR and finance leadership |
| PepsiCo | Analyst→Controller (12 years) | Early career (dates not specified) | Progressive finance/controllership experience |
External Roles
No external public company directorships or committee roles for Mr. Ence are disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $451,438 | $483,039 |
| Target Bonus (%) | 40% | 40% |
| Actual Bonus Paid ($) | $520,863 | $0 |
| All Other Compensation ($) | $22,734 | $500,000 |
— The Compensation Committee determined no salary increases for 2025, no cash bonuses for 2024, and no 2024 long‑term incentive awards for NEOs, responding to performance and shareholder feedback .
Performance Compensation
| Incentive Type | 2023 | 2024 |
|---|---|---|
| Option Awards (Grant-Date Fair Value, $) | $175,344 | $0 (no options granted) |
| Annual Cash Bonus ($) | $520,863 | $0 |
| Plan Design (qualitative) | Discretionary bonus plan; corporate goals receive highest weighting for NEOs | Same plan; payout suspended for 2024 |
The bonus plan ties payouts to Company-wide goals and individual performance; for 2024, payouts were suspended to conserve cash and align with the strategic reset .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant (Strike $) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| $8.80 | 7/29/2029 | 25,000 | — |
| $43.47 | 12/19/2029 | 60,000 | — |
| $33.43 (Award A) | 1/7/2031 | 105,468 | 7,032 |
| $33.43 (Award B) | 1/7/2031 | 105,468 | 7,032 |
| $19.03 | 12/17/2031 | 391,677 | 130,559 |
| $3.37 (small lot) | 12/16/2032 | 18,361 | — |
| $3.37 (large lot) | 12/16/2032 | 250,000 | 250,000 |
| $2.48 | 12/15/2033 | 20,524 | 61,566 |
— Equity awards generally vest over four years and/or upon milestones, with plan-level change-in-control acceleration to 100% for options/RSUs and performance awards deemed at 100% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,167,572 shares; 3.4% of outstanding |
| Direct Common Shares | 38,970 |
| Vested Options (examples) | 25,000 @ $8.80; 60,000 @ $43.47; 112,500 @ $33.43; 112,500 @ $33.43; 456,956 @ $19.03; 312,499 @ $3.37; 18,361 @ $3.37; 30,786 @ $2.48 |
| Unvested Options | 65,280 @ $19.03; 187,501 @ $3.37; 51,304 @ $2.48 (excluded from beneficial ownership) |
| Stock Ownership Guidelines | Not disclosed |
| Hedging/Pledging | Company does not currently prohibit hedging; pledging not disclosed (potential alignment risk) |
Employment Terms
| Provision | Terms |
|---|---|
| Current Role | Chief Accounting & Compliance Officer (appointed Jan 2020) |
| Employment Start & Prior Role | CFO (Jul 29, 2019 – Jan 9, 2020); CAO from Jan 2020 |
| Base Salary (initial agreement) | $275,000; Target bonus 40%; $100,000 sign‑on bonus |
| Current Salary Level | $483,039 in 2024; no 2025 increase |
| Bonus Target | 40% of base salary |
| At‑Will; Non‑Solicit | Employment at‑will; 24‑month non‑solicitation post‑termination |
| Severance (non‑COC) | Six months of compensation and health benefits |
| Change‑of‑Control | Double trigger required; plan-level acceleration to 100% on options/RSUs; performance awards at 100% target |
| Clawback | Adopted Nov 2023; recoupment of incentive‑based comp upon certain restatements per Rule 10D‑1 |
| Indemnification; Confidentiality | Standard indemnification; confidentiality and invention assignment agreements |
Potential Payments (Dec 31, 2024 assumptions)
| Scenario | Cash Payment ($) | Retention Compensation Agreement ($) | Option Acceleration |
|---|---|---|---|
| Termination without cause/good reason (non‑COC) | $338,127 | $1,500,000 | $0 |
| Termination following COC (double trigger) | $338,127 | $1,500,000 | $0 |
Performance & Track Record
- At New Age Beverages, Ence led finance during expansion to 46 U.S. states and 10 countries with consistent growth and profitability, evidencing operational finance execution in consumer products .
- Company-level TSR under RLMD’s disclosures declined sharply in 2024 (value of $100 investment to $1.62), with negative “compensation actually paid” to non-PEO NEOs, aligning with suspended bonuses/LTI for 2024/2025 .
Compensation Committee Analysis
- Compensation Committee members: Chair Charles J. Casamento; members John Glasspool and Fabiana Fedeli; independent oversight with twice-held meetings in 2024 .
- Program emphasizes pay-for-performance, uses Radford Global Compensation database benchmarking pre-commercial biotech peers; no explicit named peer list disclosed .
- Response to 2024 say-on-pay “negative” vote: investor outreach, disclosure enhancements, and suspension of salary increases, cash bonuses, and LTI grants for 2024/2025 until strategic value creation milestones achieved .
Risk Indicators & Red Flags
- Anti-hedging: The company does not currently prohibit hedging; potential misalignment risk if insiders hedge exposure .
- Equity acceleration on change-of-control: 100% immediate exercisability and vesting; performance awards deemed at target—could incentivize sale outcomes regardless of long-term performance .
- Retention compensation: Material retention cash in lieu of unapproved equity (e.g., $500,000 in 2024; $1.5M in severance scenarios)—reduces at-risk pay mix .
- Say-on-pay: Negative outcome in 2024; indicates shareholder concerns around pay practices .
- Legal proceedings: No material adverse proceedings for executives in the past ten years disclosed .
Equity Ownership & Alignment (Detail)
| Component | Amount |
|---|---|
| Beneficial Ownership (% of SO) | 3.4% |
| Beneficial Ownership (shares) | 1,167,572 |
| Direct Common Shares | 38,970 |
| Vested Options – totals by strike (counts) | See list above (e.g., 456,956 @ $19.03; 312,499 @ $3.37) |
| Unvested Options – totals by strike (counts) | 65,280 @ $19.03; 187,501 @ $3.37; 51,304 @ $2.48 |
Investment Implications
- Alignment: Significant vested/unvested option holdings and 3.4% beneficial stake align Ence’s incentives with equity value; however, the absence of anti-hedging restrictions and COC acceleration weaken long-term alignment under certain scenarios .
- Retention & Selling Pressure: Large blocks of low-strike options (e.g., $2.48/$3.37) plus scheduled vesting could create future sell pressure upon window openings; retention cash supplants at-risk equity for 2024, signaling conservative cash preservation but diluting pay-for-performance for the period .
- Contract Economics: Double-trigger COC protections with plan-level acceleration and defined severance ($338k cash + $1.5M retention component) suggest manageable transaction costs, but acceleration mechanics could drive near-term realization over multi-year execution .
- Execution Risk: Track record in scaling consumer finance operations is strong, but RLMD’s 2024 TSR collapse and strategic pivot imply heightened execution risk; compensation restraint indicates management responsiveness to shareholder signals .