Timothy Lorber
About Timothy Lorber
Timothy J. Lorber, CPA (age 65) has served as Shuttle Pharmaceuticals’ Chief Financial Officer since June 13, 2024 (part-time through September 9, 2024; full-time effective September 10, 2024). He holds a BA in Accounting from Loyola University Maryland and brings 40+ years of finance leadership across public companies and auditing, including SEC reporting, valuations, M&A and complex accounting. Performance metrics such as TSR, revenue growth or EBITDA growth attributable to his tenure are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason, Inc. | Managing Director & Chief Accounting Officer | 2006–2020 | Led finance, SEC reporting, valuations and M&A at a global asset manager until sale in 2020. |
| Freddie Mac | Internal Audit Director | 2003–2006 | Oversaw internal audit functions at a GSE; strengthened controls and risk oversight. |
| International public accounting firms | Various finance/audit roles | Not disclosed | Provided technical accounting and audit experience across international firms. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baltimore Educational Scholarship Trust | Trustee; Executive & Finance Committees; Chair, Ad Hoc Audit Committee | Current | Governance and oversight for a scholarship trust; financial stewardship. |
Fixed Compensation
Contract terms:
| Component | Amount/Terms |
|---|---|
| Base Salary (per annum) | $227,000 |
| Target Bonus | $72,000 milestone-based; not prorated |
| Health/Vacation | Standard employee health benefits; 30 working days annual vacation; expense reimbursement |
Actuals (latest disclosed year):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Notes |
|---|---|---|---|---|
| 2024 | 97,641 | 0 | 100,000 (RSUs grant fair value) | Part-time through 9/9/24; full-time from 9/10/24 |
Performance Compensation
RSU awards:
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSUs (pre-split) | 06/13/2024 | 227,635 | 100,000 | 1/3 on 06/13/2025, 06/13/2026, 06/13/2027 | Unvested RSUs accelerate on change of control, merger, sale, death or disability |
Annual incentive KPIs (from Schedule B of employment agreement):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Track cash flow and manage company finances | Not disclosed | 100% (2024) | Not disclosed | Not disclosed |
| Manage SEC regulatory filings | Not disclosed | 100% (2024) | Not disclosed | Not disclosed |
| Work with CEO/Board/leadership to manage risk | Not disclosed | 100% (2024) | Not disclosed | Not disclosed |
| Recommendations on funding, M&A | Not disclosed | 100% (as needed) | Not disclosed | Not disclosed |
Notes:
- No option awards are disclosed for Lorber; equity awards are RSUs time-vested over three years.
- Company has a clawback policy applicable to Section 16 officers for incentive compensation upon certain restatements.
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares beneficially owned | 0 (denoted “-”) |
| Ownership % of common shares outstanding | 0.0% (0 / 4,076,567 shares outstanding) |
| RSUs outstanding (FY-end 2024) | 28,455 units not yet vested; market value $24,443 |
| RSU grant total (pre 1-for-8 split) | 227,635 units; adjusted for stock split per equity plan |
| Vesting dates | 06/13/2025; 06/13/2026; 06/13/2027 |
| Pledging/Hedging | RSUs may not be sold/pledged before vesting; subject to insider trading policy and blackouts |
| Stock ownership guidelines | Executive equity subject to company ownership guidelines; specific multiples not disclosed |
| Insider trading policy | Blackout periods pre-quarter-end through filing; trades require pre-clearance or 10b5-1 plan |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start & Term | Effective 06/10/2024; initial 36 months; auto-renewal in 1-year increments unless 30 days’ notice |
| Role | Chief Financial Officer |
| Severance (Termination without Cause) | Base salary continuation for Severance Period (6 months); pro rata bonus if milestones achieved; accrued benefits |
| Severance (Good Reason) | Base salary continuation for Severance Period (6 months); Good Reason includes substantial diminution in duties, compensation/benefit reductions pari passu, material breach; includes protection within 12 months post-Change of Control |
| Equity Acceleration | RSUs accelerate upon change of control, merger, sale, death or disability; employment agreement references option acceleration on termination without cause (no options disclosed) |
| Change-of-Control Definition | ≥50% ownership change; certain mergers/consolidations; sale of substantially all assets (excludes certain issuances/benefit plan acquisitions) |
| Non-Compete | During employment and Severance Period (unless Company terminates without Cause); North America scope |
| Non-Solicit | 12 months post-termination (employees/customers) |
| Arbitration & Law | Arbitration; Maryland governing law |
| Clawback Policy | Adopted per SEC rules; applies to Section 16 officers on certain restatements |
| Perquisites | Health benefits; 30 working days vacation; expense reimbursement |
Compensation Structure Analysis
- Pay mix emphasizes equity via a three-year RSU vest schedule and a milestone-based cash bonus; no options or guaranteed long-term cash incentives are disclosed.
- RSU acceleration on change-of-control is a single-trigger feature that can lessen retention incentives in a sale scenario; severance uses a six-month salary multiple (double-trigger via Good Reason post-CoC), which is modest vs. typical 12–24 months at larger peers.
- Company discloses a clawback policy and insider trading controls; stock ownership guidelines exist but specific multiples and compliance status are not provided.
Risk Indicators & Red Flags
- Going concern and Nasdaq listing compliance risks disclosed (minimum bid price and equity deficiencies), increasing financing dependence and execution pressure during Lorber’s tenure.
- Financial reporting integrity: Lorber certified the FY 2024 10-K under Sections 302 and 906, aligning accountability for controls; company highlights potential risks from restatements and material weaknesses historically.
- RSU single-trigger acceleration at change-of-control may reduce post-deal retention; non-compete/non-solicit mitigate near-term transition risk.
Investment Implications
- Alignment: Equity-heavy compensation (three-year RSU vesting) and clawback/insider controls support pay-for-performance, but absence of disclosed financial performance metrics in annual incentives limits transparency on KPI-to-payout linkage.
- Retention/overhang: Annual RSU vest dates (June 13, 2025/2026/2027) create predictable supply; trading constrained by blackout windows and pre-clearance. Single-trigger RSU acceleration in a sale could weaken stickiness, while six-month severance is modest.
- Financing/execution: Disclosed going concern and Nasdaq compliance risks elevate capital-raising urgency; CFO background in SEC reporting, M&A and valuations is a positive for transaction readiness, but shareholder dilution from planned financings remains a key risk.