Steven Shallcross
About Steven Shallcross
Steven A. Shallcross is Chief Executive Officer, Chief Financial Officer, and a director of Theriva Biologics (TOVX). He has served as CFO since June 2015, interim CEO in December 2017, and CEO and director since December 6, 2018 . He is 63 years old and continues to hold both CEO and CFO roles and board seat as of November 2025 . Education/credentials: MBA (University of Chicago Booth), B.S. Accounting (University of Illinois, Chicago), CPA (Illinois) . Pay-versus-performance disclosure shows weak shareholder returns and losses during 2021–2023 (Company TSR value of $53.70 in 2021, $8.97 in 2022, $8.48 in 2023; Net loss $(23.2)M, $(20.0)M, $(18.3)M), and the company did not link NEO pay to financial performance measures in those years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vanda Pharmaceuticals, Inc. | Chief Financial Officer & Treasurer | “four years” (prior to 2009) | Led company through IPO and follow-on, bringing significant public-company finance expertise . |
| Middlebrook Pharmaceuticals (Advancis) | SVP & CFO | n/a | Public biopharma finance and operations experience . |
| Innocoll AG | EVP & CFO | Jan 2009 – Mar 2011 | Global biopharma finance; commercial-stage operations . |
| Senseonics (private) | Acting CFO | Jul 2011 – Mar 2012 | Medical device finance leadership . |
| Empire Petroleum Partners, LLC | EVP, CFO & Treasurer | Jul 2012 – May 2013 | Fuel distribution sector finance . |
| Nuo Therapeutics, Inc. (Cytomedix) | EVP & CFO | May 2013 – May 2015 | Noted that Nuo filed Ch. 11 in 2016; restructuring experience . |
| Bering Truck Corporation | CFO | n/a | Diversified industry finance background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Elys Game Technology, Corp. (Nasdaq) | Director | Jun 2019 – Mar 2024 | Board service in gaming industry . |
| TwinVee Powercats, Co. | Director | Apr 2021 – Jun 2022 | Board service in manufacturing . |
Board Service & Governance
- Board service: Director since December 6, 2018; currently CEO, CFO, and director; does not receive additional director compensation .
- Committee roles: Not a member of Audit, Compensation, or Nominations committees. Committees are fully independent (Audit: Wolf-Chair, Kraws, Monahan; Compensation: Kraws-Chair, Monahan, Wolf; Nominations: Monahan-Chair, Kraws, Wolf) .
- Independence: Board deems Shallcross not independent due to executive role. Other directors (Kraws, Monahan, Wolf) are independent; Chairman is Jeffrey J. Kraws (independent) .
- Dual-role implications: Combined CEO+CFO roles centralize financial and operating authority, increasing key person and governance risk despite an independent Chair and fully independent committees .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $585,000 | $585,000 | $614,250 |
| Target Annual Bonus (% of Salary) | 50% target (per agreements) | 50% target | 50% target |
Notes:
- Merit increases: Base salary increased to $614,250 effective 2023 and to $644,963 on December 14, 2023 (5% merit) .
Performance Compensation
Annual Cash Bonus (Discretionary; Committee-Set Objectives)
| Year | Target (50% of Salary) | Actual Bonus ($) | Metric Framework | Vesting/Payout Timing |
|---|---|---|---|---|
| 2021 | $292,500 (50% of $585k) | $365,625 | Discretionary based on objectives; committee cited goals (e.g., M&A, financings, clinical milestones for 2022 framework) | Paid following fiscal year . |
| 2022 | $292,500 (50% of $585k) | $385,000 | Discretionary (no fixed formula) | Paid following fiscal year . |
| 2023 | $307,125 (50% of $614,250) | $350,000 | Company disclosed no “financial performance measures” used under Item 402(v) for PVP; bonuses remain discretionary | Paid following fiscal year . |
- The company explicitly disclosed that it did not use financial performance measures (as defined in Item 402(v)) to link NEO pay to performance in recent years .
Equity Awards (Stock Options)
| Grant Date | Type | Shares | Exercise Price | Term | Vesting | Fair Value (SCT) |
|---|---|---|---|---|---|---|
| Dec 15, 2022 | Stock Options | 475,000 | $0.58 | 7 years | Monthly over 36 months | Included in 2022 options value $192,989 . |
| Dec 2022 | Stock Options | 19,000 | n/a | 7 years | Monthly over 36 months | Included in 2023 SCT prior-year award disclosure . |
| Dec 2023 | Stock Options | 28,000 | n/a | 7 years | Monthly over 36 months | Options fair value $278,450 in 2023 SCT . |
- Notes on share counts: Company filed a “Certificate of Change” in Nov 2024, indicating corporate actions that may have adjusted share counts between reports . Options consistently vest pro rata monthly over 36 months .
Multi-Year Compensation (Summary Compensation Table)
| Item ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $585,000 | $585,000 | $614,250 |
| Bonus | $365,625 | $385,000 | $350,000 |
| Option Awards (Grant-Date Fair Value) | $144,216 | $192,989 | $278,450 |
| All Other Compensation | $26,508 | $27,674 | $29,213 |
| Total | $1,121,124 | $1,190,663 | $1,271,913 |
Footnote notes: 2023 SCT notes that amounts exclude compensation paid to Mr. Shallcross’s wife (see related party section) .
Equity Ownership & Alignment
As of the October 30, 2025 record date (33,739,643 shares outstanding), Steven Shallcross beneficially owned 120,320 shares (less than 1%) .
| Component (as of Record Date) | Amount (Shares) | Notes |
|---|---|---|
| Shares Beneficially Owned (Total) | 120,320 | Less than 1% of outstanding . |
| Options Exercisable within 60 days (Mr. Shallcross) | 81,616 | Included in beneficial ownership . |
| Options Exercisable within 60 days (Spouse) | 28,704 | Attributed via spouse’s options . |
| Additional Options Not Exercisable within 60 days (Mr. Shallcross) | 162,390 | Not included in exercisable count above . |
- Ownership as % outstanding: “*” denotes less than 1% per company disclosure .
- Pledging/hedging: No pledging or hedging disclosures were found in the cited proxy materials searched .
- Stock ownership guidelines: Not disclosed for executives in the cited materials .
Employment Terms
| Term | Key Provision |
|---|---|
| Current governing agreement | 2022 Shallcross Employment Agreement (3-year term starting Jan 3, 2022), subsequently reflecting merit increases; non-compete and non-solicit included . |
| Base salary and bonus target | Salary initially $585,000; increased to $614,250 for 2023 and to $644,963 on Dec 14, 2023. Target annual bonus 50% of salary . |
| Termination without Cause / Good Reason | 12 months salary continuation and continued benefits (if COBRA elected) for 12 months; all unvested equity vests; vested equity exercisable up to 18 months or remaining term, whichever is earlier; subject to release . |
| Death/Disability | Exercise window on vested options up to 6 months or remaining term, whichever is earlier . |
| Change in Control (CIC) – Equity | All unvested options immediately vest upon CIC closing . |
| CIC – Severance (Double Trigger) | If within 1 year post-CIC, termination without Cause/for Good Reason: 2x (base salary + target bonus) lump sum if CIC meets 409A “change in control”; otherwise in 48 installments; plus, if within 2 years post-CIC, continued medical/dental/life/disability benefits for 2 years; subject to release . |
| Clawback | Board-adopted clawback policy to recoup incentive-based compensation in event of accounting restatement . |
| Tax gross-ups | No excise-tax gross-up for Shallcross is disclosed in the cited Shallcross employment disclosures . |
Performance & Track Record
| Measure | 2021 | 2022 | 2023 |
|---|---|---|---|
| Company TSR (Value of $100) | $53.70 | $8.97 | $8.48 |
| Net Loss ($) | $(23,189,000) | $(20,025,000) | $(18,349,000) |
- The company disclosed it did not use “financial performance measures” to determine NEO pay in the reported years .
- Bonuses were discretionary based on objectives (e.g., M&A strategy, financings, clinical milestones for 2022 framework) .
Director Compensation (for Shallcross)
- Shallcross receives no additional compensation for serving as a director (compensated solely as CEO/CFO) .
- Independent director pay framework (context for governance): independent Chair $150,000 retainer; other directors $43,000 retainer; committee member fees $7,500/$5,000/$3,750 (Audit/Comp/Nominations); committee chair fees $15,000/$10,000/$7,500; annual option grant vesting monthly over one year .
Compensation Structure Analysis
- Increased fixed pay: Raises from $585,000 to $614,250 (2023) and to $644,963 (12/14/2023) increase guaranteed compensation amid continuing losses, indicating a tilt toward fixed pay .
- Equity mix uses options with time-based vesting: Options vest monthly over 36 months; no disclosed performance-vesting RSUs/PSUs, reducing direct pay-for-performance linkage .
- Discretionary bonuses: Committee used discretion without fixed financial metrics; 2023 bonus $350,000 despite PVP table showing negative TSR and net loss, signaling potential misalignment risk .
- CIC protection: Robust double-trigger CIC economics (2x salary+target bonus plus 2 years of benefits and equity acceleration) may elevate deal-related costs and create retention lock-in .
- Clawback policy exists tied to accounting restatements, which partially mitigates risk of overpayment .
- Consultant usage: Compensation Committee relied on Meridian reports for benchmarking; peer group details and target percentile not disclosed .
Related Party Transactions
- The Summary Compensation Table notes that Mr. Shallcross’s SCT total excludes compensation paid to his wife, indicating related party arrangements elsewhere in the proxy; details not shown in the extracted sections .
Risk Indicators & Red Flags
- Combined CEO+CFO roles centralize control and challenge checks-and-balances, although an independent Chair and fully independent committees help offset this .
- Persistent net losses and weak TSR coupled with discretionary bonuses suggest potential pay-performance misalignment .
- Robust CIC/change-in-control benefits and equity acceleration can be shareholder-unfriendly if not tightly conditioned .
- Related party compensation to spouse (as referenced in footnotes) warrants scrutiny .
- No disclosure found on pledging/hedging prohibitions for executives in the cited materials .
Equity Ownership & Alignment Metrics
| Metric | Value | As-of Date |
|---|---|---|
| Beneficial Ownership (Shares) | 120,320 (less than 1%) | Record Date Oct 30, 2025 |
| Options – Exercisable (60 days) | 81,616 (self); 28,704 (spouse) | Oct 30, 2025 |
| Options – Not Exercisable (60 days) | 162,390 | Oct 30, 2025 |
Say-on-Pay & Shareholder Feedback
- No say-on-pay results were found in the cited documents. (Searched latest 2025 special proxy and 2023–2024 annual proxies; none contained say-on-pay outcome details in extracted sections) .
Employment Contracts, Severance, and Change-of-Control Economics
- Non-CIC termination (without cause/Good Reason): 12 months salary continuation and benefits; full equity acceleration; 18-month option exercise window; release required .
- CIC closing: immediate vesting of all unvested options .
- CIC double-trigger (within 1 year): cash severance equal to 2x (salary + target bonus) paid lump sum if 409A CIC, otherwise 48 installments; 2 years of continued benefits if within 2 years .
- Clawback for restatements in place .
Expertise & Qualifications
- MBA (Chicago Booth), B.S. Accounting (UIC), CPA (IL) .
- Extensive public-company CFO experience (Vanda IPO, Middlebrook/Advancis, Innocoll, Senseonics, Empire Petroleum, Nuo Therapeutics) .
- Board experience across gaming and manufacturing sectors .
Investment Implications
- Alignment: Time-based options and discretionary bonuses with no disclosed financial performance metrics during 2021–2023 raise pay-for-performance concerns, especially amid negative TSR and losses; however, equity exposure and ownership, while sub-1%, provide some alignment .
- Retention vs. overhang: CIC protections (2x salary+target bonus, equity acceleration, benefits) are strong retention tools but could create sale-process costs and potential golden parachute optics; the 18-month exercise window and full acceleration on non-CIC terminations are generous .
- Governance: Dual CEO+CFO roles represent concentration of power and key-person risk, partly mitigated by an independent Chair and independent committees; absence of disclosed pledging/hedging policies and related party compensation to spouse merit ongoing monitoring .
- Trading signals: Upcoming vesting from time-based option grants and spouse-held options (exercisable within 60 days of the 2025 record date) could create intermittent selling pressure; no Form 4 analysis included here, so monitor insider filings for activity around vest dates .