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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
 ☐ Preliminary Proxy Statement
 ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
 ☐ Definitive Additional Materials
 ☐ Soliciting Material under §240.14a-12
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
PDS BIOTECHNOLOGY CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
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Proposed maximum aggregate value of transaction:
 
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Total fee paid:
 
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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PDS Biotechnology Corporation

25B Vreeland Road, Suite 300,

Florham Park, NJ 07932
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held on January 19,June 15, 2022
Dear Stockholder:
You are cordially invited to attend the SpecialAnnual Meeting of Stockholders (the “Special“Annual Meeting”) of PDS Biotechnology Corporation, a Delaware corporation.corporation (the “Company”). The SpecialAnnual Meeting will be held on January 19,June 15, 2022 at 9 a.m. Eastern Daylight Savings Time. In light of the public health impact of the coronavirus outbreak, and in order to help protect the health and well-being of our stockholders and employees, the SpecialAnnual Meeting will be held virtually via live webcast. Stockholders will be able to attend the SpecialAnnual Meeting and submit questions and vote their shares during the SpecialAnnual Meeting from any location that has internet connectivity. There will be no physical in-person meeting. You or your proxyholder will be able to participate and vote by visiting www.virtualshareholdermeeting.com/PDSB2022SMPDSB2022 and entering your 16-digit control number (included in the proxy cardNotice of Internet Availability of Proxy Materials that will be mailed to you). To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the enclosed proxy statement. The SpecialAnnual Meeting will be held for the following purposes:
1.
To ratify the prior approvalelect three Class A directors of the Second AmendedCompany, Stephen Glover, Gregory Freitag and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Plan Ratification Proposal”), which was adopted atSir Richard Sykes, each to hold office until the Company’s 2021 annual meeting of stockholders (the “20212025 Annual Meeting of Stockholders”);Stockholders or until their successors shall have been duly elected and qualified.
2.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
3.
To approve, by non-binding, advisory vote, the compensation of our named executive officers.
4.
To conduct any other business properly brought before the Special Meeting.Annual Meeting or any adjournment thereof.
These items of business are more fully described in the proxy statement accompanying this notice (which is incorporated by reference in this notice).notice. Any action on the items of business described above may be considered at the SpecialAnnual Meeting at the time and on the date specified above or at any time and date to which the SpecialAnnual Meeting may be properly adjourned or postponed. The record date for the SpecialAnnual Meeting is November 29, 2021April 22, 2022 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
OnlyThis Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 29, 2022. In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on the Record Date maya Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote atonline. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Special Meeting or any adjournment thereof. Stockholders of recordInternet, please follow the instructions for requesting such materials included in the notice, as of April 26, 2021 (the record date ofwell as in the 2021 Annual Meeting of Stockholders), other than holders whose identities or addresses cannot be determined from our records,attached Proxy Statement. You are being given notice of the Special Meeting, but are not entitledcordially invited to attend the Special Meetingmeeting via the Internet. Whether or not you expect to attend the meeting, please vote over the telephone, on any matter presentedthe Internet as instructed in these materials, or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided as promptly as possible in order to ensure your representation at the Special Meeting unless they were also holders of common stock as ofmeeting. Voting instructions are printed on your proxy card and included in the Record Date.
This Notice of Special Meeting and Proxy Statement are first being distributed on or about December 16, 2021. Stockholdersaccompanying proxy statement. Even if you have voted by proxy, you may submit votesstill vote online if you attend the meeting via the Internet, telephone, or mail.Internet. To vote online at the SpecialAnnual Meeting, please follow the instructions at www.virtualshareholdermeeting.com/PDSB2022SM.PDSB2022. You will need the 16-digit control number, which is included in the proxy card.Notice of Internet Availability of Proxy Materials.
This notice and proxy statement can be accessed directly at www.proxyvote.com.
As described in the proxy statement accompanying this notice (which is incorporated by reference in this notice),By Order of the Board of Directors is submitting certain matters for ratification by the Company’s stockholders pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) and Delaware common law. This notice and accompanying proxy statement constitute the notice required to be given to our stockholders under Section 204 of the DGCL in connection with the ratifications contemplated by Proposal 1. Under Sections 204 and 205 of the DGCL, when a matter is submitted for ratification at a stockholder meeting, any claim that a defective corporate act or putative stock ratified under Section 204 is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the validation effective time. Accordingly, if Proposal 1 is approved at the Special Meeting, any claim that the effectiveness of the acts ratified is void or voidable due to the failure to receive the requisite stockholder approval at the 2021 Annual Meeting of Stockholders, or that the Delaware Court of Chancery should declare, in its discretion, that the acts so
/s/ Frank Bedu-Addo, Ph.D.

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ratified not be effective or be effective only on certain conditions, must be brought within 120 days from the time at which the ratification is approved by stockholders (which will be the validation effective time for purposes of Section 204 of the DGCL). Our Board of Directors has approved these ratifications pursuant to Section 204 of the DGCL.Chief Executive Officer
By Order of the Board of Directors
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/s/ Frank Bedu-Addo, Ph.D.
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Frank Bedu-Addo, Ph.D.
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President and Chief Executive Officer
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About the SpecialAnnual Meeting
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Proposal No. 1 – Ratification- Election of the Prior Approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was adopted at the 2021 Annual Meeting of StockholdersDirectors
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Corporate Governance
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Executive Officers
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management
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Section 16(a) Beneficial Ownership Reporting Compliance
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Securities Authorized for Issuance under Equity Compensation Plans as of December 31, 20202018
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Certain Relationships and Related-Party Transactions
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Proposal No. 2 - Ratification of Selection of Independent Registered Public Accounting Firm
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Proposal No. 3 - Advisory Vote on the Compensation of our Named Executive Officers
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Householding of Proxy Materials
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Other Matters
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PDS Biotechnology Corporation
 
25B Vreeland Road, Suite 300
 
Florham Park, NJ 07932

PROXY STATEMENT
FOR THE SPECIAL2022 ANNUAL MEETING OF STOCKHOLDERS
 
January 19,June 15, 2022
 
ABOUT THE SPECIALANNUAL MEETING
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING: This proxy statement and the accompanying notice is available at www.proxyvote.com
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS
Why am I receiving these proxy materials?
We have made these proxy materials available to you on the Internet or, upon your request, have delivered paper proxy materials to you, because our board of directors is soliciting your proxy to vote at the SpecialAnnual Meeting to be held on Wednesday, January 19,June 15, 2022 at 9 a.m. Eastern Daylight Savings Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. This proxy statement includes information that we are required to provide to you by the Securities and Exchange Commission (“SEC”), and that is designed to assist you in voting your shares.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?
The rules of the SEC permit us to furnish proxy materials, including this Proxy Statement and our 2021 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. As a result, we are mailing most of our stockholders a paper copy of the Notice, but not a paper copy of the proxy materials. This process allows us to provide our proxy materials to our stockholders in a timelier and more readily accessible manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.
Why did I receive a complete set of paper proxy materials in the mail instead of a Notice of Internet Availability of Proxy Materials?
We are providing stockholders who have previously requested to receive paper copies of the proxy materials with paper copies of the proxy materials instead of the Notice and Access Card. If you would like to reduce the environmental impact and the costs incurred by us in printing and distributing the proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card.
What is included in the proxy materials?
The proxy materials include:
This proxy statement for the SpecialAnnual Meeting;
Our 2021 Annual Report to Stockholders, which consists of PDS’s Annual Report on Form 10-K for the year ended December 31, 2021; and
The proxy card or a voting instruction form for the Special Meeting.Annual Meeting, if you have requested that the proxy materials be mailed to you.
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How do I attend the SpecialAnnual Meeting?
The SpecialAnnual Meeting will be held on January 19,June 15, 2022 at 9 a.m. Eastern Daylight Savings Time via a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The SpecialAnnual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDSB2022SMPDSB2022 and entering your 16-digit control number which is included in the proxy cardNotice and Access Card that will be mailed to you. The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting.
We recommend that you log in a few minutes before the SpecialAnnual Meeting on January 19,June 15, 2022 to ensure you are logged in when the meeting starts. Online check-in will begin at 8:55 a.m. Eastern Time.
Why is the SpecialAnnual Meeting a virtual, online meeting?
We have decided to hold a virtual meeting for efficiency purposes.due to developments related to COVID-19. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at a physical, in-person meeting.
Information on how to vote online during the SpecialAnnual Meeting is discussed below.
Can I ask questions at the SpecialAnnual Meeting?
Stockholders participating in the virtual meeting may submit questions or comments to the Company’s officers during the meeting.
If you would like to submit a question, you may do so by joining the virtual SpecialAnnual Meeting at www.virtualshareholdermeeting.com/PDSB2022SMPDSB2022 and typing your question in the box in the SpecialAnnual Meeting portal.
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To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the SpecialAnnual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to one brief question or comment that is relevant to the SpecialAnnual Meeting or our business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by our management with a representative question read aloud and answered. In addition, questions may be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. Questions will be addressed in the Q&A portion of the SpecialAnnual Meeting, as time permits.
What if I need technical assistance accessing or participating in the virtual SpecialAnnual Meeting?
If you encounter any difficulties accessing the virtual SpecialAnnual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting login page. Technical support will be available starting at 8:55 a.m. Eastern Time on January 19,June 15, 2022.
Who can vote at the SpecialAnnual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the SpecialAnnual Meeting. On the Record Date, there were 28,437,94028,450,894 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote at the SpecialAnnual Meeting or vote by proxy. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy cardNotice is being forwarded to you by that organization. The organization holding your account is considered to be the
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stockholder of record for purposes of voting at the SpecialAnnual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the SpecialAnnual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the SpecialAnnual Meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
The ratification of the prior approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was adopted at the 2021 Annual Meeting of Stockholders.There are three matters scheduled for a vote:
Proposal 1:
Election of Stephen Glover, Gregory Freitag and Sir Richard Sykes to serve as Class A directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Proposal 2:
Ratification of the selection by the Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
Proposal 3:
To approve, by non-binding advisory vote, the compensation of our named executive officers.
What if another matter is properly brought before the SpecialAnnual Meeting?
The Board knows of no other matters that will be presented for consideration at the SpecialAnnual Meeting. If any other matters are properly brought before the SpecialAnnual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
Whether you hold shares directly as the stockholder of record or indirectly as the beneficial owner of shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the SpecialAnnual Meeting. You may vote by granting a proxy or, for shares you hold in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this by internet, telephone or by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares you hold in street name, the voting instruction card provided by your broker or nominee.
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The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the SpecialAnnual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver to you. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to vote by proxy to ensure your vote is counted.
Via Webcast: You may attend the SpecialAnnual Meeting via the Internet and vote during the SpecialAnnual Meeting. The SpecialAnnual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDSB2022SMPDSB2022 and entering your 16-digit control number which is included in the proxy cardNotice and Access Card that will be mailed to you. Please have your proxy cardNotice and Access Card in hand when you access the website and then follow the instructions.
By Mail: You may vote by proxy by filling out the proxy card you may have received and returning it promptly in the envelope provided. If you return your signed proxy card to us before the SpecialAnnual Meeting, we will vote your shares as you direct.
By Telephone: To vote over the telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the proxy card.Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on January 18,June 14, 2022 to be counted.
Via the Internet: To vote through the internet before the SpecialAnnual Meeting, go to www.proxyvote.com and follow the on-screen instructions. Please have your proxy cardNotice and Access Card in hand when you access the website and then follow the instructions. Your internet vote must be received by 11:59 p.m., Eastern Time on January 18,June 14, 2022 to be counted.
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Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the notice to ensure that your vote is counted. Alternatively, you may vote by telephone or on the Internet as instructed by your broker or bank. To vote online at the SpecialAnnual Meeting, please follow the instructions at www.virtualshareholdermeeting.com/PDSB2022SM.PDSB2022. You will need the 16-digit control number, which is included in the proxy cardNotice and Access Card that will be mailed to you. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the SpecialAnnual Meeting and vote online even if you have already voted by proxy.
Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
Can I vote my shares by completing and returning the Notice and Access Card?
No. The Notice and Access Card will, however, provide instructions on how to vote by telephone, by internet, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot at the Annual Meeting.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of the Record Date.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or at the SpecialAnnual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
See “What are “broker non-votes”?broker non-votes?” below.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, “For”
“For” the election of each of Stephen Glover, Gregory Freitag and Sir Richard Sykes as directors;
“For” the ratification of priorthe selection of KPMG LLP as our independent registered public accounting firm;
“For” the approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was adopted at the 2021 Annual Meetingcompensation of Stockholders.our named executive officers.
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If any other matter is properly presented at the SpecialAnnual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies as well as hosting the virtual-only SpecialAnnual Meeting. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the reasonable cost of forwarding proxy materials to beneficial owners. In addition, we have engaged Morrow Sodali
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to assist in the solicitationensure that all of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, whichyour shares are not expected to exceed $40,000 in total.voted.
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Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the SpecialAnnual Meeting.
Stockholder of Record: Shares Registered in Your Name
If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
You may submit another properly completed proxy card with a later date.
You may grant a subsequent proxy by telephone or through the internet.
You may send a timely written notice that you are revoking your proxy to our Secretary at PDS Biotechnology Corporation at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
You may attend the SpecialAnnual Meeting via the Internet and vote online. Simply attending the SpecialAnnual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If your shares are held by your broker, bank or other agent as a nominee, you should follow the instructions provided by your broker, bank or other agent.
When are stockholder proposals and director nominations due for next year’s annual meeting?
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next Annual Meeting of Stockholders by submitting their proposals in writing to our Secretary in a timely manner. Stockholders who wish to submit a proposal that is intended to be presented for consideration at next year’s annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by our bylaws to provide notice of such proposal or nomination no later than the close of business on February 15, 2023, which is the date that is not less than 120 days prior to the first anniversary of the Annual Meeting, but not earlier than the close of business on January 16, 2023, which is the date that is not more than 150 days prior to the first anniversary of the Annual Meeting, to be considered for a vote at next year’s annual meeting. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement for the 2023 annual meeting of stockholders and proxy in accordance with regulations governing the solicitation of proxies.
Any proposal, nomination or notice must contain the information required by our bylaws and be delivered to our principal executive offices at PDS Biotechnology Corporation, c/o Corporate Secretary, 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
How are votes counted?
Before the SpecialAnnual Meeting, our Board will appoint one or more inspectors of election for the meeting. The inspector(s) will determine the number of shares represented at the meeting, the existence of a quorum and the validity and effect of proxies. The inspector(s) will also receive, count, and tabulate ballots and votes and determine the results of the voting on each matter that comes before the SpecialAnnual Meeting. Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the Nasdaq Stock Exchange which govern voting matters at the Annual Meeting, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner.
Under Nasdaq rules, the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 is considered to be a “routine” matter. Brokers that hold your shares therefore have discretionary authority to vote your shares without receiving instructions from you only on this matter.
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What are “broker non-votes”?non-votes?”
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicablethe rules and interpretations of Nasdaq, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, including the advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation.
The Plan Ratification Proposal is a “non-routine” matter under applicable rules and there are no “routine” matters for which broker non-votes may be submitted at the Special Meeting. Therefore, brokers that hold your shares do not have discretionary authority to vote your shares with respect to the Plan Ratification Proposal and broker non-votes, if any, will be treated as not present at the Special Meeting.
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How many votes are needed to approve each proposal?
For the elections of Stephen Glover, Gregory Freitag and Sir Richard Sykes as directors, a plurality of the votes cast will be required for election. Plurality means that the individual who receives the largest number of votes cast “For” is elected as a director, however, a nominee is not required to receive a majority of votes “For”. As a result, any shares not voted “For” the nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in the nominee’s favor.
To be approved, the Plan Ratification Proposal,ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, must receive “For” votes from the holders of a majority of shares present at the SpecialAnnual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Brokers have discretion to vote as this proposal is considered a “routine” matter. Accordingly, if you hold your shares in “street name” and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.
To be approved, the non-binding advisory resolution on the compensation of our named executive officers, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes are not entitled to vote with respect to the Plan Ratification Proposal and will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the SpecialAnnual Meeting or represented by proxy. Virtual attendance at the SpecialAnnual Meeting constitutes presence in person for purposes of a quorum at the SpecialAnnual Meeting. On the Record Date, there were 28,437,94028,450,894 shares outstanding and entitled to vote. Thus, the holders of 14,218,97114,225,448 shares must be present at the SpecialAnnual Meeting or represented by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the SpecialAnnual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Broker non-votes will not be treated as present at the Special Meeting and, thus, will not be entitled to vote with respect to the Plan Ratification Proposal and will not be counted for quorum purposes.
If there is no quorum, either the chairman of the SpecialAnnual Meeting or the holders of a majority of shares present at the SpecialAnnual Meeting or represented by proxy may adjourn the SpecialAnnual Meeting to another date. Abstentions and broker non-votes, if any, will not have any effect on the result of the vote for adjournment.
How can I find out the results of the voting at the SpecialAnnual Meeting?
Preliminary voting results will be announced at the SpecialAnnual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the SpecialAnnual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the SpecialAnnual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Who can help answer your questions?
If you have questions about the SpecialAnnual Meeting or would like additional copies of this Proxy Statement, you should contact Hillary Yegen at PDS Biotechnology Corporation, 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
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PROPOSAL 1
RATIFICATION OF THE PRIOR APPROVAL OF THE SECOND AMENDED AND RESTATED PDS
BIOTECHNOLOGY CORPORATION 2014 EQUITY INCENTIVE PLAN
OverviewElection of Directors
AtOur Board is divided into three classes: Class A, Class B and Class C, with each class serving a three-year term. Vacancies on the SpecialBoard may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors that may serve on the Board, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board presently has eight members. The three nominees for director this year are Stephen Glover, Gregory Freitag and Sir Richard Sykes each of whom is a current director of PDS. If elected at the Annual Meeting, each of Mr. Glover, Mr. Freitag and Sir Richard Sykes would serve until the Company’s stockholders2025 annual meeting or until their successor has been duly elected and qualified, or their earlier death, resignation or removal. No director or nominee for director is related to any other director or executive officer of PDS or nominee for director by blood, marriage or adoption. Our directors are expected to attend our Annual Meeting via the Internet. There are no arrangements or understandings between any nominee and any other person pursuant to which each such the nominee was selected.
Directors are elected by a plurality of the votes of the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, each of Mr. Glover, Mr. Freitag and Sir Richard Sykes will be asked to ratify the approvalelected if they receive a plurality of the Second Amendedvotes cast. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each Mr. Glover, Mr. Freitag and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the “2014 Plan”). On December 8, 2020, the Board approved the 2014 Plan subject to stockholder approval at the 2021 Annual Meeting of Stockholders. The 2014 Plan was previously submittedSir Richard Sykes. If Mr. Glover, Mr. Freitag and Sir Richard Sykes become unavailable for consideration by the Company’s stockholders at the 2021 Annual Meeting of Stockholders. At the 2021 Annual Meeting of Stockholders, the Company determined that the proposal to approve the 2014 Plan received the requisite number of votes for approval. As part of this determination, broker non-votes were treated as having no effect on the outcome of this proposal. Following the 2021 Annual Meeting of Stockholders, a complaint (the “Complaint”) was filed in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS) against the Company, certain executive officers of the Company, and the members of the Board, in which it was alleged that, under the voting standard contained in the Company’s bylaws in effect at the time of the 2021 Annual Meeting of Stockholders, broker non-votes should have been treatedelection as a vote “AGAINST” the proposal. If the broker non-votes were treated as a vote “AGAINST,” the proposal would not have been approved at the 2021 Annual Meetingresult of Stockholders.
Although the Company does not believe that the interpretation reflected in the Complaint regarding the bylaws of the Company that were in effect as of the time of the 2021 Annual Meeting of Stockholders was correct, in an effort to resolve any ambiguity regarding the approval of the 2014 Plan at the 2021 Annual Meeting of Stockholder raised by the Complaint, the Company has determined that it would be advisable and in the best interests of the Company and its stockholders to submit this Proposal 1 to the Company’s stockholders for ratification and approval pursuant to Section 204 of the DGCL. Accordingly, the prior approval of the 2014 Plan is being submitted to the Company’s stockholders for consideration and ratification at the Special Meeting.
Under Section 204 of the DGCL, a statutory process exists by which a Delaware corporation can ratify defective corporate acts, retroactive to the date the act was originally taken, if the procedures of Section 204 of the DGCL are followed. A defective corporate act is any act or transactionunexpected occurrence, shares that would have been withinvoted for such person will instead be voted for the powerelection of the corporation at the time taken, but which is void or voidable duea substitute nominee proposed by our Board. Mr. Glover, Mr. Freitag and Sir Richard Sykes have each agreed to a failure of authorization. No defective corporate actserve if elected. Our management has no reason to believe that either Mr. Glover, Mr. Freitag and Sir Richard Sykes will be deemed void or voidable solely as a result of failure of authorization if ratified in accordance with Section 204. On November 29, 2021, the Board, declared the ratification of the 2014 Plan advisable and in the best interest of the Company, approved the ratification of the 2014 Plan and recommended that the stockholders of the Company ratify the prior approval of the 2014 Plan. The resolutions of the Board approving ratification of the 2014 Plan and setting forth the reasons therefor is attached hereto as Exhibit A and the notice requiredunable to be given pursuant to Section 204(d) of the DGCL is attached as Exhibit B.
In addition, the Company has issued stock options to purchase an aggregate of 1,224,630 shares of its common stock to certain of its employees, directors and consultants (the “Options”) under the 2014 Plan prior to and since the date of the 2021 Annual Meeting of Stockholders. Accordingly, by ratifying the approval of the 2014 Plan, stockholders will also be ratifying the approval of the Options granted thereunder.serve.
The 2014 Plan is available as Appendix A tofollowing table provides information on the Company’s definitive proxy statementnominees for the 2021 Annual Meetingposition of Stockholders, filed with the SEC on April 29, 2021.
Reasons for the Ratificationdirector of the Prior Approval of the 2014 Plan
As further described in the proxy statement for the 2021 Annual Meeting of Stockholders, the Board, the Compensation Committee and management believe that the effective use of stock-based incentive compensation is vital to our ability to achieve strong performance in the future. The 2014 Plan will allow us to continue to maintain the key policies and practices adopted by our management and Board to align employee and stockholder interests. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the 2014 Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors.
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Effect of the Ratification of the Prior Approval of the 2014 Plan
The ratification of the prior approval of the 2014 Plan will become effective at the time this Proposal 1 is approved by the stockholders. At that effective time, unless otherwise determined in an action brought pursuant to Section 205 of the DGCL (as described below), the prior approval of the 2014 Plan shall no longer be void or voidable, and the effect of the ratification shall be retroactive to June 17, 2021, which was the date of the 2021 Annual Meeting of Stockholders at which the 2014 Plan was approved.
Summary of the 2014 Plan
The 2014 Plan includes a number of features that will reinforce the alignment between the interests of participants in the 2014 Plan and those of the company’s stockholders. These provisions include, but are not limited to, the following:
No Discounted Options or SARs. Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
No Repricing, Replacement or Buy Back without Stockholder Approval. PDS may not reprice, replace or buy back any Award, including an underwater stock option or SAR, without stockholder approval.
No Evergreen Provision. The 2014 Plan does not contain an “evergreen” feature that automatically increases the number of shares available for issuance pursuant to awards. Therefore, PDS must obtain stockholder approval each time it desires to authorize additional shares for awards.
No Liberal Share Recycling. Any shares tendered in payment of an exercise price or the tax liability with respect to an award, including shares withheld from any such award, will not be available for future awards under the 2014 Plan.
Non-Employee Director Limit. Under the 2014 Plan, the sum of any cash compensation and the grant date fair value of Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the Plan to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $500,000 for an annual grant, provided however, in a non-employee director’s first year of service, compensation for services may not exceed $1,000,000. The Compensation Committee may make exceptions to these limits for individual non-employee directors only in extraordinary circumstances.
Recoupment. Awards granted under the 2014 Plan (and all shares acquired thereunder) are subject to mandatory repayment and clawback pursuant to the terms of PDS’s corporate governance guidelines, and as may otherwise be required under any federal or state laws or the listing requirements of any applicable securities exchange.
No Transferability. No Award may be transferred, assigned, pledged or encumbered by a participant to any third party except pursuant to the laws of descent and distribution or as approved by the Compensation Committee for estate planning or charitable purposes.
No Automatic Grants. The 2014 Plan does not provide for “reload” or other automatic grants to participants.
No Tax Gross-Ups. The 2014 Plan does not provide for any tax gross-ups to participants.
General
Under the 2014 Plan, PDS may grant awards, or Awards, with respect to its common stock to employees and consultants of the company and its subsidiaries, as well as non-employee members of any board of directors or board of managers of the company or of its subsidiaries. Awards may consist of restricted stock, restricted stock units, or PDS RSUs, stock options, stock appreciation rights, or SARs, and other stock-based awards. Each Award will be governed by the provisions of the 2014 Plan and the applicable Award agreement. The 2014 Plan is not qualified under Section 401(a) of the Code and is not subject to the Employee Retirement Income Security Act of 1974, as amended.
Purpose
The general purpose of the 2014 Plan is to provide an effective method of compensating employees and consultants, non-employee directors of the company and its subsidiaries and non-employee directors of the board of
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directors of the company, and to align the interests of these individuals with those of the company’s stockholders. The 2014 Plan will accomplish these goals by allowing eligible employees, consultants and non-employee directors of the company and its subsidiaries to receive Awards.
Administration
The 2014 Plan is administered by PDS’s Compensation Committee, which has the power to: (i) select the employees, consultants and non-employee directors who will receive Awards pursuant to the 2014 Plan; (ii) determine the type or types of Awards to be granted to each participant; (iii) determine the number of shares of common stock to which an Award will relate, the terms and conditions of any Award granted under the 2014 Plan, and all other matters to be determined in connection with an Award; (iv) determine the exercise price or purchase price (if any) of an Award; (v) determine whether, to what extent, and under what circumstances an Award may be cancelled, forfeited, or surrendered; (vi) determine whether performance goals to which an Award is subject are satisfied; (vii) correct any defect or supply any omission or reconcile any inconsistency in the 2014 Plan, and adopt, amend and rescind such rules, regulations, guidelines, forms of agreements and instruments relating to the 2014 Plan as it may deem necessary or advisable; and (viii) construe and interpret the 2014 Plan and make all other determinations as it may deem necessary or advisable for the administration of the 2014 Plan. The Compensation Committee may delegate some or all of its powers to any of PDS’s executive officers or any other person, other than its authority to grant Awards to certain individuals (such as board members and executive officers).
Eligibility
All of PDS’s employees and consultants, all employees and consultants of PDS’s subsidiaries, and all non-employee members of PDS’s board of directors and those of PDS’s subsidiaries are eligible to receive Awards under the 2014 Plan. As of the Record Date six (6) non-employee directors, twenty-two (22) employees, and two (2) consultants are eligible to participate in the 2014 Plan.
Shares Available Under the 2014 Plan
The maximum number of shares authorized for issuance under the 2014 Plan is 3,442,455 shares of common stock (which is equal to 3,339,243, plus the total number of shares that remained available for issuance, that are not covered by outstanding awards issued under the Amended and Restated PDS Biotechnology Corporation Equity Incentive Plan, immediately prior to December 8, 2020). This is referred to as the “Plan Limit.” The Plan Limit shall be, without duplication, (x) reduced on the date of grant of any Award by one share for each share of common stock made subject to an Award granted underdirector continuing in office after the 2014 Plan, (y) increased by the number of shares underlying an Award or portion thereof granted under the 2014 Plan or the Amended and Restated PDS Biotechnology Corporation Equity Incentive Plan (the “Prior Plan”), the Edge Therapeutics, Inc. 2010 Equity Incentive Plan or the Edge Therapeutics, Inc. 2012 Equity Incentive Plan (the “Prior Plans”), that is forfeited, cancelled or otherwise terminates, expires or is settled for any reason whatsoever without an actual distribution of shares, and (z) increased, on the applicable forfeiture date, by the number of shares of common stock that are forfeited back to PDS after issuance due to a failure to meet a contingency or condition with respect to any Award or portion thereof granted under the Prior Plans, 2014 Plan, or the Prior Plan.
Any shares tendered by a participant in payment of an exercise price for an Award (or an award granted under the Prior Plan) or the tax liability with respect to an Award (or an award granted under the Prior Plan) including shares withheld from any such Award or award, will not be available for future Awards hereunder. Common stock awarded under the 2014 Plan may be reserved or made available from PDS’s authorized and unissued common stock or from common stock reacquired and held in PDS’s treasury. Any shares of common stock issued by PDS through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares of common stock available for Awards under the 2014 Plan.
The maximum number of shares that may be granted through the exercise of incentive stock options is 11,000,000 shares. In addition, under the 2014 Plan, the sum of any cash compensation and the grant date fair value of Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $500,000 for an annual grant, provided, however, in a non-employee director’s first year of service, compensation for services may not exceed $1,000,000. The Compensation Committee may make exceptions to these limits for individual non-employee directors only in extraordinary circumstances.
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Awards - Generally
Awards may be granted on the terms and conditions described below. In addition, the Compensation Committee may impose on any Award or the settlement or exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the 2014 Plan, as the Compensation Committee may determine, including without limitation terms requiring forfeiture of Awards in the event of the termination of service of the participant. The right of a participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance goals as may be determined by the Compensation Committee. Each Award will be evidenced by an Award agreement that will include additional terms and conditions that may be applicable to such Award.
Awards - Performance Goals
In the discretion of the Compensation Committee, any Award may be granted subject to performance goals that must be met by the end of a certain specified performance period. Performance goals may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or the subsidiary, division, department or function within PDS or any subsidiary in which the participant is employed. Performance goals may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Performance goals may, without limitation, be based on the following: specified levels of or increases in return on capital, equity or assets; earnings measures/ratios (on a gross, net, pre-tax or post-tax basis), including diluted earnings per share, total earnings, operating earnings, earnings growth, earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA); net economic profit (which is operating earnings minus a charge to capital); net income; operating income; sales; sales growth; gross margin; direct margin; share price (including but not limited to growth measures and total shareholder return); operating profit; per period or cumulative cash flow (including but not limited to operating cash flow and free cash flow) or cash flow return on investment (which equals net cash flow divided by total capital); inventory turns; financial return ratios; market share; balance sheet measurements such as receivable turnover; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; debt reduction; strategic innovation, including but not limited to entering into, substantially completing, or receiving payments under, relating to, or deriving from a joint development agreement, licensing agreement, or similar agreement; customer or employee satisfaction; individual objectives; operating efficiency; regulatory body approvals for commercialization of products; implementation or completion of critical projects or related milestones (including, without limitation, milestones such as clinical trial enrollment targets, commencement of phases of clinical trials and completion of phases of clinical trials); partnering or similar transactions; any combination of any of the foregoing criteria; or any other metric as determined by the Compensation Committee.
Awards - Types of Awards
Restricted Stock. In a restricted stock award, a participant receives a grant of shares of common stock that are subject to certain restrictions, including forfeiture of such stock upon the happening of certain events. Unless otherwise provided in an award agreement, during the restriction period, holders of restricted stock will have all the rights of a stockholder with respect to the restricted stock, including, without limitation, the right to receive dividends (whether in cash or additional shares of common stock) and to vote shares of restricted stock, provided that any dividends declared on restricted stock shall be subject to the same restrictions as the underlying restricted stock and any cash dividends shall be held by PDS and released to the participant upon the vesting of the underlying restricted stock.
Restricted Stock Units. A PDS RSU is a grant of the right to receive a payment in PDS’s common stock or cash, or in a combination thereof, equal to the fair market value of a share of PDS’s common stock on the expiration of the applicable restriction period or periods. During such period or periods, the participant will generally have no rights as a stockholder with respect to any such shares. However, the Compensation Committee may provide in an Award that amounts equal to any dividends declared during the restriction period will be credited to the participant’s account and deemed to be reinvested in additional PDS RSUs that will be subject to the same forfeiture restriction as the PDS RSUs to which the dividend equivalent payment relates.
Stock Options. Stock options granted under the 2014 Plan may be either ISOs or non-qualified options. The exercise price of an option shall be determined by the Compensation Committee, but must be at least 100% of the fair market value of PDS’s common stock on the date of the grant. As of the Record Date, fair market value of a share
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of PDS common stock, determined by the last reported sale price per share of common stock on that date was $9.45. If the participant owns, directly or indirectly, shares constituting more than 10% of the total voting power of all classes of PDS’s stock or the stock of any subsidiary, the exercise price of an incentive stock option must be at least 110% of the fair market value of a share of common stock on the date the incentive stock option is granted. Each Award of an option shall specify the time or times at which the option may be exercised and any terms and conditions applicable to the option, including (i) a vesting schedule which may be based upon the passage of time, attainment of performance goals, or a combination thereof, (ii) whether the exercise price for an option shall be paid in cash, with shares of common stock, with a combination of cash and shares of common stock, or with other legal consideration, (iii) the methods of payment, which may include payment through cashless and net exercise arrangements, to the extent permitted by applicable law and (iv) the methods by which, and/or the time at which, common stock will be delivered or deemed to be delivered to a participant upon exercise of an option. The term of an option may not exceed ten years from the date of grant (or five years from the date of grant in the case of an incentive stock option granted to a participant who owns, directly or indirectly, shares constituting more than 10% of the total voting power of all classes of PDS’s stock or the stock of any subsidiary).
Stock Appreciation Rights. A grant of a SAR entitles the holder to receive, upon exercise of the SAR, the excess of the fair market value of one share of PDS’s common stock on the date of exercise over the grant price of the SAR as determined by the Compensation Committee. SARs will be settled either in cash, shares of common stock, or a combination of the foregoing. The grant price of a SAR may never be less than 100% of the fair market value of a share of common stock on the date of grant. The term of an SAR shall be no greater than ten years from the date of grant.
Other Stock-Based Awards. The Compensation Committee is authorized, subject to limitations under applicable law, to grant participants any type of Award that is payable in, or valued in whole or in part by reference to shares of PDS’s common stock, and that is deemed by the Compensation Committee to be consistent with the purposes of the 2014 Plan, including, without limitation, dividend equivalents, performance shares and performance units.
Change in Control and other Corporate Transactions
With respect to SARs and options outstanding on a change of control, the Compensation Committee in its discretion generally may (a) cancel any outstanding options or SARs in exchange for a cash payment in an amount equal to the excess, if any, of the fair market value of the common stock underlying the unexercised portion of the option or SAR as of the date of the change in control over the exercise price or grant price; (b) terminate any option or SAR, effective immediately prior to the change in control, provided that the participant has an opportunity to exercise his or her Award within a specified period following a written notice of the change in control; (c) terminate any options or SARs if the applicable performance goals were not satisfied as of the change in control; (d) require the successor or acquiring company (or its parents or subsidiaries) to assume any outstanding option or SAR or to substitute options or SARs with Awards involving the common equity securities of an acquirer or successor on terms and conditions necessary to preserve the rights of participants, or (e) take such other actions as the Compensation Committee believes may be appropriate. With respect to Restricted Stock, PDS RSUs or other Awards, the Compensation Committee generally may (a) provide in an Award agreement that, upon the occurrence of a change in control, any vested Restricted Stock, PDS RSUs and other Awards shall become immediately vested and/or payable, provided that if such Awards constitute “non-qualified deferred compensation” (within the meaning of Code Section 409A) such change in control satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(v), (vi) or (vii); (b) with respect to any Restricted Stock, PDS RSUs or other Awards that do not constitute “non-qualified deferred compensation,” elect to settle such PDS RSUs and other Awards upon a change in control, (c) terminate any Restricted Stock, PDS RSUs or other Awards if the applicable performance goals were not satisfied as of the change in control, (d) require the successor or acquiring company (or its parents or subsidiaries), following a change in control, to assume such Restricted Stock, PDS RSUs and other Awards or to substitute such Awards with Awards involving the equity securities of the acquiring or successor company on terms and conditions so as to preserve the rights of participants, or (e) take such other actions as the Compensation Committee believes may be appropriate (including terminating such Awards for a cash payment equal to the fair market value of the underlying shares).
Certain Corporate Transactions
In order to prevent dilution or enlargement of the rights of participants under the 2014 Plan as a result of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or
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other similar corporate transaction or event that affects PDS’s common stock, the Compensation Committee shall adjust (i) the number and kind of shares of common stock which may be issued in connection with Awards to participants, (ii) the number and kind of shares of common stock issuable in respect of outstanding Awards, (iii) the aggregate number and kind of shares of common stock available under the 2014 Plan, and (iv) the exercise or grant price relating to any Award. In addition, the Compensation Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards, including any performance goals, in recognition of unusual or nonrecurring events (including, without limitation, events described above) affecting PDS or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
Termination of Employment or Other Service
Unless otherwise provided in an Award agreement, upon a participant’s termination of employment or other service with PDS, the unvested portion of such participant’s Awards shall cease to vest and shall be forfeited and the vested portion of such participant’s options and SARs shall remain exercisable by the participant or the participant’s beneficiary or legal representative, as the case may be, for a period of (i) 30 days in the event of a termination by PDS or a subsidiary without cause, (ii) 180 days in the event of a termination due to death or disability and (iii) 30 days in the event of the participant’s voluntary termination, but in all cases, not beyond the normal expiration date of the option or SAR. All of a participant’s options and SARs, whether or not vested, shall be forfeited immediately upon such participant’s termination by PDS or a subsidiary for cause.
Amendment and Termination
The 2014 Plan will automatically terminate on December 7, 2030. In addition, prior to the automatic termination of the 2014 Plan, the Board may amend, alter, suspend, discontinue, or terminate the 2014 Plan without the consent of stockholders, except that any such action shall be subject to the approval of PDS’s stockholders if such action would increase the number of shares subject to the 2014 Plan or decrease the price at which Awards may be granted, or if stockholder approval with respect to such action is required by any applicable law or regulation or the rules of any stock exchange on which PDS’s common stock may then be listed or quoted. The Board must also obtain stockholder approval in order to take any action that would result in the repricing, replacement or repurchase of any option Award. The Board may otherwise determine to submit such other changes to the 2014 Plan for approval by PDS’s stockholders in its discretion. Generally, without the consent of an affected participant, no amendment, alteration, suspension, discontinuation, or termination of the 2014 Plan may materially and adversely affect the rights of such participant under any outstanding Award.
Recoupment
Any Award granted under the 2014 Plan will be subject to mandatory repayment by the participant to PDS pursuant to the terms of any company “clawback” or recoupment policy that is directly applicable to the 2014 Plan and set forth in an Award agreement or as required by law.
Transfer Restrictions
The 2014 Plan prohibits participants from pledging, encumbering, assigning or transferring any Award, right or interest under the 2014 Plan to any third party, except for assignments or transfers that occur by way of the laws of descent and distribution. Awards and rights under the 2014 Plan will be exercisable during the life of a participant only by the participant or his legal guardian. However, the Compensation Committee, may in its discretion, permit transfers of options, SARs and/or restricted stock to certain immediate family members of the participant, to trusts for the benefits of such family members and to partnerships in which such family members are the only partners.
Foreign Nationals
Without amending the 2014 Plan, Awards may be granted to participants who are foreign nationals or are employed or providing services outside the United States or both, on such terms and conditions different from those specified in the 2014 Plan as may, in the judgment of the Compensation Committee, be necessary or desirable to further the purpose of the 2014 Plan. Moreover, the Compensation Committee may approve such supplements to, or amendments, restatements or alternative versions of, the 2014 Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the 2014 Plan as in effect for any other purpose.
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Options Previously Granted Pursuant to the 2014 Plan
The following table includes all of the Options, each of which will be ratified by the Board if this Proposal 1 is approved:Annual Meeting.
Name of Individual or Group
​​
Number of
Options
GrantedAge
Named Executive Officers:Nominees for Director
​​
(Class A− Term expiring at annual meeting of stockholders in 2025)
​​
Stephen Glover
​​
62
Gregory Freitag, J.D., CPA
​​
60
Sir Richard Sykes
​​
78
Directors Continuing in Office
​​
(Class B − Term expiring at annual meeting of stockholders in 2023)
​​
Kamil Ali-Jackson, Esq.
​​
63
Ilian Iliev, Ph.D.
​​
46
(Class C − Term expiring at annual meeting of stockholders in 2024)
​​
 
Frank Bedu-Addo, Ph.D.
​​
707,80057
Gregory Conn, Ph.D.Otis Brawley, M.D.
​​
122,40062
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CLASS A NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2025 ANNUAL MEETING
Gregory Freitag J.D., CPA
Mr. Freitag has served on the Board since March 2019. Mr. Freitag currently serves as a member of the board of directors of Axogen, Inc. (Nasdaq: AXGN) and previously served as its Special Counsel until his retirement in April 2021, its General Counsel from September 2011 to December 2019, Chief Financial Officer from September 2011 to May 2014 and August 2015 to March 2016 and Senior Vice President of Business Development at Axogen from May 2014 until October 2018. Axogen, Inc. is a leading regenerative medicine company dedicated to peripheral nerve repair. Mr. Freitag was Chief Executive Officer, Chief Financial Officer and a board member from June 2010 through September 2011 of LecTec Corporation, an intellectual property licensing and holding company that merged with Axogen in September 2011. Mr. Freitag is a principal of FreiMc, LLC, a healthcare and life science consulting and advisory firm he founded that provides strategic guidance and business development services. Prior to founding FreiMc, Mr. Freitag was a Director of Business Development at Pfizer Health Solutions, a former subsidiary of Pfizer, Inc. and worked for Guidant Corporation in their business development group. Prior to Guidant Corporation, Mr. Freitag was the Chief Executive Officer of HTS Biosystems, a biotechnology tools start-up company and was the Chief Operating Officer, Chief Financial Officer and General Counsel of Quantech, Ltd. Prior to Quantech, Mr. Freitag practiced corporate law in Minneapolis, Minnesota.
The board of directors believes that Mr. Freitag’s leadership, legal, corporate governance and accounting experiences and knowledge, as well as his familiarity with the life sciences industry and PDS, provide him with the qualifications and skills to serve as a director.
Stephen Glover
Mr. Glover has served on the Board since April 2019 and is the Chairman of the Board. Mr. Glover is the Co-Founder and Managing Principal for Asclepius Life Sciences Fund, LP, and the Co-Founder, President and CEO of ZyVersa Therapeutics (formerly Variant Pharmaceuticals), a clinical-stage specialty biopharmaceutical company focused on developing drugs to treat inflammatory and renal diseases. Mr. Glover has extensive experience executing biopharmaceutical company turnarounds and growing top line revenues, with a focus on pharmaceutical business strategy corporate development, product development, commercialization and business optimization. His vast experience spans Fortune 100, start up and entrepreneurial environments and his transaction experience covers over 25 transactions totaling over $10 billion. His strategic and operational experience, which covers most therapeutic classes of biopharmaceuticals, includes strategic planning, corporate development, operations management, product development, clinical and regulatory, product marketing and sales management. Prior to co-founding ZyVersa, Mr. Glover was Co-Founder and Chief Business Officer of Coherus BioSciences, a late-stage commercial biologics platform Company focused on delivering biosimilar therapeutics which went public in 2014. Previously, he was President of Insmed Therapeutic Proteins and EVP and Chief Business Officer of Insmed Incorporated, where he was responsible for the creation of the Company’s biosimilar business unit and divestiture of that business to Merck and led the strategic review process that resulted in the merger of Insmed and Transave. Prior to joining Insmed, Mr. Glover held senior-level positions in sales, marketing and operations at Andrx Corporation, Roche Laboratories, Amgen and IMS Health. He currently serves as a Director of ZyVersa Therapeutics, and Asclepius, as well as a BOD member of the Coulter Foundation as the University of Miami U Innovation Life Sciences Office. He holds a bachelor’s degree in Marketing from Illinois State University.
The Board of Directors believes Mr. Glover’s broad industry experience as well as his experience as a founder and strategic leader provides him with the qualifications and skills to serve as a director.
Sir Richard Sykes
Sir Richard Sykes has served on the Board since March 2019. He is currently Chairman of Imperial College Healthcare King Edward V11 Hospital, Chairman of the Royal Institution of Great Britain, Chairman of the UK Stem Cell Foundation, Chairman of Omnicyte. He was appointed Chancellor of Brunel University in 2013. Prior to that, he was Senior Independent Director and non-executive Chairman of ENRC from 2007 to June 2011, Chairman of NHS London from December 2008 to July 2010, Rector of Imperial College London from 2000 to 2008. He was a non-executive director of Rio Tinto plc from 1997 to 2007, and senior independent director from 2004 to 2007. He has over 30 years’ experience within the biotechnology and pharmaceutical industries field, serving as Chief
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Executive and Chairman of GlaxoWellcome from 1995 to 2000 and then as Chairman of GlaxoSmithKline until 2002. Internationally he is Chairman of the International Advisory Board, A*Star Biomedical Research Council, Singapore and a Board member of EDBI. He was awarded Honorary Citizenship of Singapore in 2004 for his contribution to the development of the country’s biomedical sciences industry. Sir Richard holds a number of degrees and awards from Institutions both in the UK and overseas. He is a Fellow of the Royal Society and Academy of Medical Sciences, and an Honorary Fellow of the Royal Academy of Engineering, Royal Society of Chemistry, Royal Pharmaceutical Society, Royal College of Pathologists and the Royal College of Physicians. He is also President of the R and D Society, a position he has held since 2002. He is a Fellow of Imperial College London and the Imperial College School of Medicine, King’s College London and Honorary Fellow of the Universities of Wales and Central Lancashire. Sir Richard received a Knighthood in the 1994 New Year’s Honours list for services to the pharmaceutical industry.
The board of directors believes that Sir Richard’s extensive leadership experience, experience in biopharmaceutical product development, deep understanding of pharmaceutical development, and broad experience within the biotechnology and pharmaceutical industries provide him with the qualifications and skills to serve as a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF ITS NOMINEES.
CLASS B DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING
Kamil Ali-Jackson, Esq.
Ms. Ali-Jackson has served on the Board since February 2020. Ms. Ali-Jackson brings nearly four decades of life sciences industry experience with public and private specialty pharmaceutical, biotech, and biopharmaceutical companies to PDS. Ms. Ali-Jackson has extensive domestic and international experience with strategic alliances, drug development and commercialization collaborations, and M & A transactions. Ms. Ali-Jackson is the co-founder of Aclaris Therapeutics, Inc. and served as its Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary since its inception in 2012 until her retirement in January, 2022. In addition, Ms. Ali-Jackson co-founded and successfully transitioned several specialty pharmaceutical and biopharmaceutical companies through multi-million dollar acquisitions by global pharmaceutical companies. In 2011, Ms. Ali-Jackson also co-founded NeXeption, Inc., a biopharmaceutical assets management company and was legal counsel for the company and its affiliated companies from 2011 until 2020. She has served as legal counsel and as a licensing business executive for a number of pharmaceutical companies, including Merck & Co. Inc., Dr. Reddy’s Laboratories Ltd., and Endo Pharmaceuticals, Inc. Ms. Ali-Jackson currently serves on the board of directors and compensation committee for Rigel Pharmaceuticals, Inc., a publicly traded biotechnology company, and as an independent director of Moda Operandi, a privately held online luxury retail company. She has also served on several nonprofit boards and currently serves on the board of trustees of Rosemont College, a private liberal arts college in Pennsylvania. Ms. Ali-Jackson received her J.D. from Harvard Law School and Bachelor of Arts in politics from Princeton University.
The board of directors believes that Ms. Ali-Jackson’s leadership, legal, transactional, and corporate governance expertise and knowledge, as well as her experience as an executive officer, legal counsel, and co-founder in the life sciences industry, provide her with the qualifications and skills to serve as a director.
Ilian Iliev, Ph.D.
Dr. Iliev has served on the Board since April 2020. Since 2020, Dr. Iliev has served as CEO of NetScientific PLC, a London Stock Exchange listed company investing in healthcare and sustainability companies internationally. Prior to that he was Managing Director of EMV Capital, a London-based investor in healthcare, energy and industries, which he founded. EMV Capital was acquired by NetScientific PLC in September 2020. Dr. Iliev spun EMV Capital out of EcoMachines Ventures, which he co-founded in March 2013. From September 2006 through January 2013, Dr. Iliev served as the Chief Executive Officer and co-founder of CambridgeIP Ltd, a Cambridge, UK based boutique strategy consultancy focused on technology and IP commercialization. Dr. Iliev also serves on the Board of Directors of Vortex Biosciences Inc., Sofant Technologies, Pointgrab, Q-Bot and Wanda Health. Dr. Iliev holds a Ph.D. from Cambridge University’s Judge Business School, focused on Venture Capital business models in emerging economies. He received a Master of Commerce in Economics, and Bachelor of Arts in Politics, Economics and International Relations from the University of Witwatersrand, South Africa.
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The board of directors believes Dr. Iliev’s industry experience as well as his experience as a founder and strategic leader provides him with the qualifications and skills to serve as a director.
CLASS C DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING
Frank Bedu-Addo, Ph.D.
Dr. Bedu-Addo has served as director, President and Chief Executive Officer of PDS since March 15, 2019. Dr. Bedu-Addo is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for the oversight, development and implementation of both operational and drug development strategies in both large organizations and emerging biotechnology companies. Dr. Bedu-Addo was a member of the senior executive team at KBI BioPharma, Inc. As Vice President of Drug Development, he oversaw all business and drug development operations. Before his tenure at KBI, he successfully started and managed Cardinal Health’s East Coast biotechnology drug development operations. Prior to Cardinal Health, Dr. Bedu-Addo was an Associate Director at Akzo-Nobel, Senior Scientist at Elan (The Liposome Co.), and Principal Scientist at Schering-Plough. In these positions, he contributed to the development of numerous drugs, including antiviral and anticancer products. Dr. Bedu-Addo obtained both his M.S. in Chemical Engineering and Ph.D. in Pharmaceutics from the University of Pittsburgh.
The board of directors believes that Dr. Bedu-Addo’s perspective and experience as our President and CEO, as well as his depth of operating and senior management experience in the pharmaceuticals industry and educational background, provide him with the qualifications and abilities to serve as a director.
Otis Brawley, M.D.
Dr. Brawley has served on the Board since November 2020. Dr. Otis Brawley, M.D. is a renowned oncologist and a seasoned pharmaceutical director who has served on several boards including the boards of companies developing and commercializing oncology products. Dr. Brawley is currently the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University. Dr. Brawley served as the Chief Medical and Scientific Officer at the American Cancer Society from 2007 through 2018, and is a former member of the FDA Oncologic Drug Advisory Committee (ODAC). Dr. Brawley is a current member of the National Cancer Institute’s (NCI) Board of Scientific Counselors. Formerly, Dr. Brawley was a professor in the Department of Hematology and Oncology at the Emory University School of Medicine. He was also previously a senior investigator at the National Institute of Health (NIH) and NCI. In 2013, he was the recipient of a Special Recognition Award from the American Society of Clinical Oncology. Dr. Brawley is currently a director at Jackson Laboratories, a nonprofit biomedical research center focused on developing genomic solutions to disease including personalized, tailored therapeutics for individual cancers; formerly, he was a Director for the Theragenics Corporation, a publicly traded company with commercialized medical devices for brachytherapy, surgery and wound closure. Dr. Brawley is also on the board of Incyte Corporation, a biopharmaceutical company focused on discovery, development and commercialization of proprietary therapeutics, Agilent Technologies, an analytical instrumentation development and manufacturing company, and Lyell Immunopharma, Inc., a private biotechnology company. Dr. Brawley received an M.D. from the University of Chicago, Pritzker School of Medicine. He completed an internal medicine residency at Case-Western Reserve University and a fellowship in medical oncology at the NCI. He is board certified in internal medicine and medical oncology. In 2013, he was the recipient of a Special Recognition Award from the American Society of Clinical Oncology. In 2019 he was given the American Medical Association Distinguished Service Award. Dr. Brawley is an elected member of the National Academy of Medicine.
The board of directors believes that Dr. Brawley’s expertise in the field of Oncology as well as his experience on public company and non-profit boards and his educational background provide him with the qualifications and abilities to serve as a director.
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CORPORATE GOVERNANCE
Independence of the Board of Directors
As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
The Board has undertaken a review of the independence of our directors and has determined that all of our directors, except Frank Bedu-Addo, Ph.D. and Ilian Iliev, Ph.D., are independent within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market listing rules. Dr. Bedu-Addo is not an independent director under these rules because he is our President and Chief Executive Officer, and the Board has determined that Dr. Iliev is not an independent director because of his relationship with NetScientific plc, a current stockholder of the Company.
Board Leadership Structure
The Board has appointed Mr. Stephen Glover as Chairman of the Board. The Chairman has the authority, among other things, to preside over Board meetings, to set meeting agendas and to perform all other duties delegated to him from time to time by the Board. We believe that separation of the positions of Board Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and the best interests of our stockholders. As a result, we believe that having an independent Chairman can enhance the effectiveness of the Board as a whole.
Board Diversity
The table below provides certain highlights of the composition of the Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f). The Board is committed to having a diversified board, including diversity of thought, background and experience, and diversity of personal characteristics such as gender identity, race, ethnicity and sexual orientation.
Board Diversity Matrix (as of the Record Date)
Total Number of Directors:
​​
7
 
​​
Female
​​
Male
​​
Non-Binary
​​
Did not Disclose
Gender
Part 1: Gender Identity
​​
 
​​
 
​​
 
​​
 
Directors
​​
1
​​
6
​​
0
​​
0
Part 2: Demographic Background
​​
 
​​
 
​​
 
​​
 
African American or Black
​​
1
​​
2
​​
0
​​
0
Alaskan Native of Native American
​​
0
​​
0
​​
0
​​
0
Asian
​​
0
​​
0
​​
0
​​
0
Hispanic
​​
0
​​
0
​​
0
​​
0
Native Hawaiian of Pacific Islander
​​
0
​​
0
​​
0
​​
0
White
​​
0
​​
4
​​
0
​​
0
Two or More Races of Ethnicities
​​
0
​​
0
​​
0
​​
0
LGBTQ+
​​
0
Did not Disclose Demographic Background
​​
0
Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. Our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to review and discuss
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with management and KPMG LLP, the Company’s independent auditors, as appropriate, our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps taken by management to monitor and control these exposures. Our Nominating and Corporate Governance Committee is responsible for developing our corporate governance principles, and periodically reviews these principles and their application. Our Compensation Committee reviews our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on us.
Meetings of the Board of Directors
Each director is expected to make reasonable efforts to attend all Board and applicable committee meetings. Attendance is taken into account by the Nominating and Corporate Governance Committee and the Board when they assess directors for re-nomination to the Board. Each director is also expected to attend our annual stockholder meetings, and six of our current directors attended the 2021 Annual Meeting of Stockholders. The Board met twelve (12) times during the year ended December 31, 2021. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served during 2021 or the portion thereof for which they were directors or committee members.
Information Regarding Committees of the Board of Directors
The Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership information as of the Record Date for each of these standing Board committees. From time to time, our Board and committees also take action by written consent without a meeting. Each of our Board committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
Lauren V. WoodName
​​
210,500
Non-Employee Directors:
Audit
​​
Compensation
​​
Nominating
and
Corporate
Governance
Stephen Glover
​​
X
​​
X*
​​
Kamil Ali-Jackson, Esq.
​​
9,000X
​​
X
​​
X*
Frank Bedu-Addo, Ph.D.
​​
​​
​​
Otis Brawley, M.D.
​​
9,000
​​
​​
Gregory Freitag, J.D., CPA
​​
9,000
Stephen GloverX*
​​
9,000
​​
X
Ilian Iliev, Ph.D.
​​
9,000
​​
​​
Sir Richard Sykes
​​
9,000
All Employees and Consultants (Excluding Executive Officers) as a Group
​​
129,930
New Plan Benefits
The following table includes additional information regarding the equity awards currently contemplated to be made under the 2014 Plan:
Name and PositionX
​​
Dollar Value
​​
Number of
Shares(2)
Frank Bedu-Addo, Ph.D.
President, Chief Executive Officer And Director
​​
$1,719,954(1)
​​
707,800
Gregory L. Conn, Ph.D.
Chief Scientific Officer
​​
$297,432(1)
​​
122,400
Lauren V. Wood, M.D.
Chief Medical Officer
​​
$511,515(1)
​​
210,500
Matthew Hill
Chief Financial Officer And Principal Accounting Officer
​​
$0(1)
​​
0
All Current Executive Officers As A Group(4)
​​
$2,528,901(1)
​​
1,040,700
All Current Directors Who Are Not Executive Officers As A Group(5)
​​
$537,300(3)
​​
54,000
All Employees, Including All Current Officers Who Are Not Executive Officers, As A Group
​​
$315,730(1)
​​
129,930X
(1)*
The dollar value was calculated by multiplying the Number of Shares from the adjacent column by $2.43, which was the closing price per share of PDS common stock on December 8, 2020.Committee Chairperson
(2)
This column corresponds to the number of stock options subject to the Continent Grants and the number of stock options subject to the 2021 Director Grants.
(3)
The dollar value was calculated by multiplying the Number of Shares from the adjacent column by $9.95, which was the closing price per share of PDS common stock on June 17, 2021.
(4)
The amounts in this row are the aggregate of the Options.
(5)
The amounts in this row are the aggregate of the 2021 Director Grants, which consist of an annual grant equal to 9,000 stock options, which are intended to be granted to each non-employee director, subject to the director’s election or re-election at the Annual Meeting.
Audit Committee
Our Audit Committee currently consists of Mr. Freitag, Mr. Glover and Ms. Ali-Jackson, each of whom satisfies the independence requirements under The Nasdaq Capital Market listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit Committee is Mr. Freitag, whom our Board has determined to be an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Audit Committee requirements. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. PDS’s Audit Committee held six (6) meetings in 2021.
The primary purpose of our Audit Committee is to assist the Board in the oversight of the integrity of our accounting and financial reporting process, the audits of our financial statements, and our compliance with legal and regulatory requirements. The functions of our Audit Committee include, among other things:
hiring an independent registered public accounting firm to conduct the annual audit of our financial statements and monitoring its independence and performance;
reviewing and approving the planned scope of the annual audit and the results of the annual audit;
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Equity Compensation Plan Informationpre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm;
For informationreviewing the significant accounting and reporting principles to understand their impact on our financial statements;
reviewing our internal financial, operating and accounting controls with management and our independent registered public accounting firm;
reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;
reviewing potential conflicts of interest under and violations of our Code of Conduct;
establishing procedures for the treatment of complaints received by us regarding awards made under the 2014 Plan outstanding asaccounting, internal accounting controls or auditing matters and confidential submissions by our employees of December 31, 2020, see “SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AS OF DECEMBER 31, 2020” below.concerns regarding questionable accounting or auditing matters;
Summaryreviewing and approving related-party transactions;
primary responsibility for overseeing our risk management function; and
reviewing and evaluating, at least annually, our Audit Committee’s charter.
With respect to reviewing and approving related-party transactions, our Audit Committee reviews related-party transactions for potential conflicts of U.S. Federal Income Tax Consequences
The following discussion is a summary of certain U.S. federal income tax considerations thatinterests or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or may be relevant to participantsa party in which the 2014 Plan. This discussion is for general informational purposes onlyamount involved exceeds $120,000, and does not purport to address specific federal income tax considerations that might apply to a participant based on hisin which any of our directors or her particular circumstances, nor does it address state, localexecutive officers or foreign income taxany other related person had or other tax considerations that may be relevant to a participant.
PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO THEM AS A RESULT OF PARTICIPATING IN THE 2014 PLAN, AS WELL AS WITH RESPECT TO ANY APPLICABLE STATE, LOCAL OR FOREIGN INCOME TAX OR OTHER TAX CONSIDERATIONS.
Incentive Stock Options. Upon the grant of an ISO, the option holder will not recognize any income. In addition, no income for federal income tax purposes will be recognized by an option holder upon the exercise of an ISO if the requirements of the 2014 Plan and the Code are satisfied, including, without limitation, the requirement that the option holder remain employed by the company or a subsidiary during the period beginning on the date of grant and ending on the day three months (or, in the case of the option holder’s disability, one year) before the date the option is exercised. If an option holder has not remained an employee of the company or a subsidiary during the period beginning on the date of grant of an ISO and ending on the day three months (or one year in the case of the option holder’s disability) before the date the option is exercised, the exercise of such option will be treated as the exercise of a non-qualified option and will have the tax consequences described below in the section entitled “Non-Qualified Options.”
The federal income tax consequences upon a disposition of the shares acquired pursuant to the exercise of an ISO depends upon when the disposition of the shares occurs and the type of such disposition.
If the disposition of such shares occurs more than two years after the date of grant of the ISO and more than one year after the date of exercise, any gaindirect or loss recognized upon such disposition will be long-term capital gain or loss and the company or a subsidiary, as applicable, will not be entitled to any income tax deductionindirect material interest, excluding, among other things, compensation arrangements with respect to such ISO.
Ifemployment and board membership. Our Audit Committee could approve a related-party transaction if it determines that the disposition of such shares occurs within two years after the date of grant of the incentive stock option or within one year after the date of exercise, or a disqualifying disposition, the excess, if any, of the amount recognized over the option price will be treated as taxable incometransaction is in our best interests. Our directors are required to disclose to the participantcommittee or the full Board any potential conflict of interest or personal interest in a transaction that our board is considering. Our executive officers are required to disclose any potential conflict of interest or personal interest in a transaction to the Audit Committee. We also poll our directors and subjectexecutive officers on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical.
The Board has adopted a charter for the Audit Committee that complies with SEC and Nasdaq Stock Market listing rules. The charter is available on our website at www.pdsbiotech.com.
Compensation Committee
Our Compensation Committee currently consists of Mr. Glover, Ms. Ali-Jackson, and Sir Richard Sykes, each of whom our Board has determined to be independent under the Nasdaq listing standards, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and an “outside director” as that term is defined in Section 162(m) of the Code,Internal Revenue Code. The chairperson of our Compensation Committee is Stephen Glover. PDS’s Compensation Committee held five (5) meetings in 2021.
The primary purpose of our Compensation Committee is to assist the company or oneBoard in exercising its responsibilities relating to compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency with its subsidiaries will be entitledcompensation philosophy, as in effect from time to a deduction equaltime. The functions of our Compensation Committee include, among other things:
designing and implementing competitive compensation policies to attract and retain key personnel;
reviewing and formulating policy and determining the compensation of our executive officers and employees;
reviewing and recommending to the amountBoard the compensation of ordinary income recognized by the option holder. The amount of ordinary income recognized by the option holder in a disqualifying disposition (and the corresponding deductionour directors;
administering our equity incentive plans and granting equity awards to the company or a subsidiary, as applicable) is limited to the lesser of the gain on such saleour employees and the difference between the fair market value of the shares on the date of exercise and the option price. Any gain recognized in excess of this amount will be treated as short-term or long-term capital gain (depending upon whether the shares have been held for more than one year).
If the option price exceeds the amount recognized upon such a disposition, the difference will be short-term or long-term capital loss (depending upon whether the shares have been held for more than one year).
If a participant is subject to the Alternative Minimum Tax, or the AMT, the tax consequences to the participant may differ from those described above. Under the AMT, a taxpayer will be required to pay an alternative minimum tax if the taxpayer’s “tentative minimum tax” (as defined in Section 55 of the Code) exceeds his or her regular tax for the year in question. For purposes of calculating the AMT, upon the exercise of an ISO, a taxpayer is required to include in his “alternative minimum taxable income” (as defined in Section 55 of the Code) for the taxable year in which such exercise occurs an amount equal to the amount of income the taxpayer would have recognized if thedirectors under these plans;
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option had not been an ISO (i.e.,if required from time to time, reviewing with management our disclosures under the difference betweencaption “Executive Compensation” and recommending to the fair market valuefull board its inclusion in our periodic reports to be filed with the SEC;
if required from time to time, preparing the report of the shares onCompensation Committee to be included in our annual proxy statement;
engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and
reviewing and evaluating, at least annually, our Compensation Committee’s charter.
In 2021, the date of exercise andCompensation Committee engaged the option’s exercise price). As a result, unless the shares acquired upon the exercisecompensation consulting firm Radford, which is part of the ISO are disposed of in a taxable transaction in the same year in which such option is exercised, the option holder may incur AMT as a result of the exercise of an ISO.
Except as provided in the paragraph immediately below, if an option holder electsRewards Solutions practice at Aon plc, (“Radford”), to tender shares in partial or full payment of the option price for shares to be acquired upon the exercise of an ISO, the option holder will not recognize any gain or loss on such tendered shares. No income will be recognized by the option holderassess and make recommendations with respect to the shares received by the option holder upon the exerciseamount and types of the ISO if the requirements of the 2014 Plancompensation to provide our executives and the Code described above are met. The number of shares received equaldirectors. Radford reported directly to the number of shares surrendered will have a tax basis equal to the tax basis of the surrendered shares. Shares received in excess of the number of shares surrendered will have a tax basis of zero. The holding period of the shares received equal to the number of shares tendered will be the same as such tendered shares’ holding period, and the holding period for the excess shares received will begin on the date of exercise. Solely for purposes of determining whether a disqualifying disposition has occurredCompensation Committee; however, our Chief Executive Officer consulted with Radford with respect to shares received upon exerciseits assessments of the ISO, all shares are deemedcompensation of executive officers other than the Chief Executive Officer. The Compensation Committee reviewed assessments provided by Radford comparing our compensation to havethat of a holding period beginninggroup of peer companies within our industry and met with Radford to discuss compensation of our executive officers and our Board, including the Chief Executive Officer, and to receive input and advice, as needed. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Radford and does not believe Radford’s work in 2021 raised a conflict of interest.
The Compensation Committee uses competitive compensation data from an annual study of peer companies performed by Radford to inform the Compensation Committee’s decisions on overall compensation of our executive officers and directors, as well as specific pay elements. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, experience, scope of responsibility, criticality and skill sets, leadership potential and succession planning.
The Board has adopted a charter for the Compensation Committee that complies with SEC and Nasdaq Stock Market listing rules. The charter is available on our website at www.pdsbiotech.com.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee has ever been an executive officer or employee of ours. None of our officers currently serve, or served during 2021, on the datecompensation committee or board of exercise.
If an option holder tenders sharesdirectors of any other entity that were previously acquired upon the exercise of an ISO in partialhas one or full paymentmore officers serving as a member of the option price for sharesBoard or Compensation Committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of Ms. Ali-Jackson, Mr. Freitag and Sir Richard Sykes, each of whom our Board has determined to be acquired uponindependent under the exerciseNasdaq listing standards. The chairperson of another ISO,our Nominating and each such exercise occurs within two years afterCorporate Governance Committee is Ms. Ali-Jackson. PDS’s Nominating and Corporate Governance Committee held four (4) meetings in 2021.
The primary purpose of our Nominating and Corporate Governance Committee is to assist the date of grant of such ISO or within one year after such shares were transferred to the option holder, the tender of such shares will be a disqualifying disposition with the tax consequences described above regarding disqualifying dispositions. The shares acquired upon such exercise will be treated as shares acquired upon the exercise of an ISO.
If the holding rules described above are not satisfied, gain recognized on the disposition of the shares acquired upon the exercise of an ISO will be characterized as ordinary income, and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a corresponding deduction. The amount of such gain will be equal to the difference between the exercise priceBoard in promoting our best interests and the fair market valuebest interests of our stockholders through the sharesimplementation of sound corporate governance principles and practices. The functions of our Nominating and Corporate Governance Committee include, among other things:
identifying, reviewing and evaluating candidates to serve on our board;
determining the minimum qualifications for service on our board;
developing and recommending to our board an annual self-evaluation process for our board and overseeing the annual self-evaluation process;
developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our board any changes to such principles; and
periodically reviewing and evaluating our Nominating and Corporate Governance Committee’s charter.
The Board has adopted a charter for the Nominating and Corporate Governance Committee that complies with SEC and Nasdaq Stock Market listing rules. The charter is available on our website at the time of exercise. Special rules may apply to disqualifying dispositions where the amount recognized is less than the value at exercise. Any excess of the amount recognized upon such disposition over the fair market value at exercise will generally be long-term or short-term capital gain depending on the holding period involved. Notwithstanding the foregoing, in the event that the exercise of the option is permitted other than by cash payment of the exercise price, various special tax rules may apply.
Non-Qualified Options. An option holder will not recognize taxable income, and the company or a subsidiary, as applicable, is not entitled to a deduction, when a non-qualified option is granted. Upon the exercise of a non-qualified option, an option holder will recognize compensation taxable as ordinary income equal to the excess of the fair market value of the shares received over the option price of the non-qualified option and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a corresponding deduction. An option holder’s tax basis in the shares received upon the exercise of a non-qualified option will be equal to the fair market value of such shares on the exercise date, and the option holder’s holding period for such shares will begin at that time. Upon the subsequent sale of the shares received in exercise of a non-qualified option, the option holder will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount recognized in connection with the sale of the shares and the option holder’s tax basis in such shares.www.pdsbiotech.com
If a non-qualified option is exercised in whole or in part with shares held by the option holder, the option holder will not recognize any gain or loss on such tendered shares. The number of shares received by the option holder upon such an exchange that are equal in number to the number of tendered shares will retain the tax basis and the holding period of the tendered shares for capital gain purposes. The shares received by the option holder in excess of the number of shares used to pay the exercise price of the option will have a basis equal to the fair market value on the date of exercise and their holding period will begin on such date.
Restricted Stock. Upon the grant of an award of restricted stock, the shares are considered to be subject to a substantial risk of forfeiture for federal income tax purposes. If a participant who receives restricted stock does not make the election described below, the participant does not recognize any taxable income upon the receipt of restricted stock and the company or a subsidiary, as applicable, is not entitled to a deduction at such time. When the forfeiture restrictions with respect to the restricted stock lapse, the participant will recognize compensation taxable.
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While the Nominating and Corporate Governance Committee does not have a formal diversity policy, the Nominating and Corporate Governance Committee recommends candidates based upon many factors, including the diversity of their business or professional experience, the diversity of their background and their array of talents and perspectives. We believe that the Nominating and Corporate Governance Committee’s existing nominations process is designed to identify the best possible nominees for the Board, regardless of the nominee’s gender, racial background, religion, or ethnicity. The Nominating and Corporate Governance Committee identifies candidates through a variety of means, including recommendations from members of the Board and suggestions from our management, including our executive officers. In addition, the Nominating and Corporate Governance Committee considers candidates recommended by third parties, including stockholders. The Nominating and Corporate Governance Committee gives the same consideration to candidates recommended by stockholders as ordinary income equalthose candidates recommended by members of our Board. Nominees should have a reputation for integrity, honesty and adherence to high ethical standards, should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives, should be willing and able to contribute positively to our decision-making process, should have a commitment to understand PDS and our industry and to regularly attend and participate in meetings of the Board and its committees, should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of PDS, which include stockholders, employees, customers, creditors and the general public, and to act in the interests of all stockholders, should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all our stockholders and to fulfill the responsibilities of a director. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the Board should be considered.
The Nominating and Corporate Governance Committee considers director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the fair market valueBoard may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: PDS Biotechnology Corporation, Attn: Corporate Secretary at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932 no earlier than the close of business on January 16, 2023, and no later than the close of business on February 15, 2023. Submissions must be made in accordance with our bylaws and must include the full name and business address of the proposed nominee, a description of the proposed nominee’s principal occupation or employment, the class and series and number of shares of our stock owned by such person, and a description of all arrangements or understandings between the stockholder and each nominee. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Please refer to Article II of our Third Amended and Restated Bylaws for a description of the formal process to recommend director candidates to the Nominating and Corporate Governance Committee.
Stockholder Communications with the Board of Directors
We do not have a formal process related to stockholder communications with the Board. However, we strive to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe our responsiveness to stockholder communications to the Board has been excellent. If you wish to send a communication to the Board, its chair or the chair of any Board committee, please send your communication to Frank Bedu-Addo, our Chief Executive Officer, at that time, lessPDS Biotechnology Corporation at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932, who will forward all appropriate communications as requested.
Code of Business Conduct and Ethics for Employees, Executive Officers and Directors
We have adopted a Code of Conduct, applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at www.pdsbiotech.com. The Nominating and Corporate Governance Committee is responsible for overseeing the Code of Conduct and must approve any amount paid for the shares and, subject to Section 162(m)waivers of the Code of Conduct for employees, executive officers or directors. We expect that any amendments to the companyCode of Conduct, or oneany waivers of its subsidiariesrequirements, will be entitled to a corresponding deduction. A participant’s tax basis in restricted stock will be equal to the fair market value of such restricted stock when the forfeiture restrictions lapse, and the participant’s holding period for the shares will begindisclosed on such date. Upon a subsequent sale of the shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount recognized upon the sale of the shares and the tax basis of the shares in the participant’s hands.
Participants receiving restricted stock may make an election under Section 83(b) of the Code to recognize compensation taxable as ordinary income with respect to the shares when such shares are received rather than at the time the forfeiture restrictions lapse. If the participant makes such an election, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a corresponding deduction in the year of grant. The amount of such compensation income (and the corresponding deduction) will be equal to the fair market value of the shares when the participant receives them (valued without taking into account restrictions other than restrictions that by their terms will never lapse), less any amount paid for the shares.
By making a Section 83(b) election, the participant will recognize no additional ordinary compensation income with respect to the shares when the forfeiture restrictions lapse, and will instead recognize short-term or long-term capital gain or loss with respect to the shares when they are sold, depending upon whether the shares have been held for more than one year at the time of sale. The participant’s tax basis in the shares with respect to which a Section 83(b) election is made will be equal to their fair market value when received by the participant, and the participant’s holding period for such shares will begin at that time. If the shares are subsequently forfeited, the participant will not be entitled to a deduction as a result of such forfeiture, but will be entitled to claim a short-term or long-term capital loss (depending upon whether the shares have been held for more than one year at the time of forfeiture) with respect to the shares to the extent of the consideration paid by the participant for such shares.
Generally, during the restriction period, dividends and distributions paid with respect to restricted stock will be treated as compensation taxable as ordinary income (not dividend income) received by the participant, and, subject to Section 162(m) of the Code, the company or one of its subsidiaries, as applicable, will receive a corresponding deduction. Dividend payments received with respect to shares of restricted stock for which a Section 83(b) election has been made or which are paid after the restriction period lapses generally will be treated and taxed as dividend income.
SARs. A participant will not recognize taxable income, and the company or a subsidiary, as applicable, is not entitled to a deduction, upon the grant of a SAR. Upon exercise or settlement of a SAR, a participant will recognize compensation taxable as ordinary income in an amount equal to the cash or the fair market value of the shares received and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a corresponding deduction. A participant’s tax basis in shares received upon the exercise of a SAR will be equal to the fair market value of such shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon the sale of shares received from the exercise of a SAR, the participant will recognize short-term or long-term capital gain or loss, depending on whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount recognized in connection with the sale of the shares and the participant’s tax basis in the shares.
PDS RSUs. A participant will not recognize taxable income upon the grant of PDS RSUs, and the company or a subsidiary, as applicable, is not entitled to a deduction upon such grant. When the award is settled and the participant receives cash or shares, the participant will recognize compensation taxable as ordinary income equal to the amount of cash received or the fair market value of the shares at that time (as applicable) and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a corresponding deduction. A participant’s tax basis in shares received at the end of a restriction period will be equal to the fair market value of the shares when the participant receives them, and the participant’s holding period will begin on such date. Upon the sale of the shares received upon the settlement of restricted stock, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale.
Such gain or loss will be equal to the difference between the amount recognized upon the sale of the shares and the tax basis of the shares in the participant’s hands. Dividend equivalents will be taxable to participants uponour website.
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distributionEXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers as compensation, and accordingly, the participant will recognize ordinary income (not dividend income) in such amount and, subject to Section 162(m) of the Code,Record Date.
Name
​​
Age
​​
Position
Frank Bedu-Addo, Ph.D.
​​
57
​​
President, Chief Executive Officer, Principal Executive Officer and Director
Gregory L. Conn, Ph.D.
​​
67
​​
Chief Scientific Officer
Lauren V. Wood, M.D.
​​
62
​​
Chief Medical Officer
Matthew Hill
​​
53
​​
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
Biographies for each of our executive officers is provided below.
Frank Bedu-Addo, Ph.D.
Please see Dr. Bedu-Addo’s biography on page 10 of this proxy statement under the company orsection “Class C Directors Continuing in Office Until the 2024 Annual Meeting.”
Gregory L. Conn, Ph.D.
Dr. Conn was a subsidiary, as applicable, will receive a corresponding deduction. In addition, as discussed below, PDS RSUs may be considered deferred compensation that must comply with the requirements of Section 409Afounding member of the CodePDS team in order to avoid early income inclusion and tax penalties.
Withholding. Participants will be responsible for making appropriate provision for all taxes required to be withheld in connection with any awards, including taxes relating to the vesting, exercise and transfer of shares pursuant to the 2014 Plan. The company or a subsidiary is authorized to withhold from any payment relating to an Award under the 2014 Plan, including from a distribution of common stock or any payroll or other payment due to a participant, withholding and other taxes due in connection with any transaction involving an award.
Million Dollar Deduction Limit. In 2017 and prior years, under Section 162(m) of the Code, a publicly-held corporation may not deduct compensation paid in any one taxable year in excess of $1,000,000 to a “covered employee” unless the compensation properly qualifies2005 as “performance-based compensation” subject to certain requirements. Prior to the amendment of Section 162(m) adopted by the Tax Cuts and Jobs Act, as described below, a covered employee for this purpose is the chief executive officer of the corporation and each of the three other most highly compensated officers of the corporation (other than the chief financial officer), as reported to stockholders under the Exchange Act.
The Tax Cuts and Jobs Act, passed by Congress in December 2017, eliminated the “performance-based” compensation exemption under Section 162(m) and revised the definition of “covered employee.” Therefore, for 2018 and going forward, compensation paid to PDS’s chief executive officer, PDS’s chief financial officer and to each of PDS’s other named executive officers (as required to be disclosed in PDS’s annual proxy statement pursuant to the Exchange Act) will not be deductible for federal income tax purposes to the extent such compensation exceeds $1,000,000, regardless of whether such compensation would have been considered “performance-based” under prior law. This limitation on deductibility applies to each individual who is a “covered employee” (as defined in Section 162(m)) in 2017 or becomes a covered employee in any subsequent year,Chief Scientific Officer and continues to applyserve PDS in that role. He has more than 35 years of drug-development expertise, including development of antiviral and anticancer drugs through to each such individual for all future years, regardless of whether such individual remainscommercialization. He is a named executive officer. There is, however, a transition rule that allows “performance-based” compensation in excess of $1,000,000 to continue to be deductible if the remuneration is provided pursuant to a binding contract which was in effect on November 2, 2017 and which was not subsequently materially modified.
Nonqualified Deferred Compensation. Section 409Agraduate of the Code contains certain restrictionsAlbert Einstein College of Medicine, where he obtained both his M.S. and Ph.D., discovering novel angiogenic molecules in the human brain. Dr. Conn started his pharmaceutical career at Merck, Sharpe, and Dohme, where he continued his work on novel angiogenic factors, discovering and characterizing the abilityVEGF family of growth factors, work which led to defer receiptthe development and commercialization of compensation to future tax years. Any award that providesthe anti-cancer drug Avastin. He was later a leading scientist at Regeneron Pharmaceuticals, where he established and headed various groups in the Cell and Molecular Biology and Drug Discovery departments. Dr. Conn subsequently became a Director in the Process Development department at Covance Biotechnology Services Inc., a contract research and development and drug manufacturing organization, where he supervised the analytical development teams responsible for drug characterization, method development and drug stability studies, and program teams responsible for developing drug manufacturing processes. Dr. Conn has expertise across all phases of the drug development process, including FDA and regulatory requirements, is the co-inventor of eight drug patents.
Lauren V. Wood, M.D.
Dr. Wood has served as Chief Medical Officer of PDS since March 2019. Dr. Wood previously served as the Head of the Vaccine Branch Clinical Trials Team for the deferral of compensation, suchNational Cancer Institute Center for Cancer Research from 2005 until 2015, where she was charged with developing a clinical translational research program to develop vaccines and immune-based therapies that harness the immune response to control, eradicate or prevent cancer and HPV. Prior to that, Dr. Wood served as PDS RSUs that are settled more than two and one-half months after the enda member of the year in which they vest, must comply with Section 409Asenior staff of the Code or else be subjectNational Cancer Institute Pediatric HIV Working Group from 1996 to further adverse tax consequences. If2005. Dr. Wood completed a combined residence in internal medicine and pediatrics at Baylor College of Medicine Affiliated Hospitals in Houston, Texas and a fellowship with the requirementsNational Institute of Section 409AAllergy and Infectious Diseases in allergy and immunology. Dr. Wood obtained a B.A. in Biology from Oberlin College and an M.D. from Duke University School of Medicine.
Matthew Hill
Mr. Hill has served as Chief Financial Officer and Principal Financial and Accounting Officer of PDS since October 2021. Mr. Hill, previously served as the Code are not met with respectChief Financial Officer of Strata Skin Sciences (Nasdaq: SSKN), where he led the financial vision and strategy for the medical device company from May 2018 through October 2021. Immediately prior to an award, all amounts deferred underjoining Strata Skin Sciences, Mr. Hill served as the 2014 Plan duringChief Financial Officer of SS White Burs, Inc., a privately held medical device manufacturer, from May 2010 until May 2018. Mr. Hill also served as the taxable year and allChief Financial Officer of Velcera (Nasdaq: VLCR) prior taxable years (to the extent not already included in gross income) will be included in the participant’s taxable income in the later of the year in which such violation occurs or the year in which such amounts are no longer subject to a substantial risk of forfeiture, even if such amounts have not been actually receivedits acquisition by the participant. In addition,Perrigo Company, and EP Medsystems (Nasdaq: EMPD) prior to its acquisition by St. Jude Medical, where he also served as the violationVP of Section 409AOperations. Mr. Hill holds a Bachelor of the Code will resultScience in an additional tax to the participant of 20% of the deferred amount plus applicable interest computedaccounting from the date the award was earned, or if later, the date on which it vested.
Excess Parachute Payments. If the vesting or payment of an award made to a “disqualified individual” (as defined in Section 280G of the Code) occurs in connection with a change in control of the Company, such vesting or payment, either alone or when with other compensation payments which such disqualified individual is entitled to receive, may result in an “excess parachute payment” (as defined in Section 280G of the Code). Section 4999 of the Code generally imposes a 20% excise tax on the amount of any such “excess parachute payment” received by such “disqualified individual” and Section 280G of the Code would prevent the Company or a subsidiary or affiliate, as applicable, from deducting such “excess parachute payment.”
Interests of Certain Persons in the Plan Ratification Proposal
The Company’s directors and executive officers currently are permitted to participate in the 2014 Plan, and therefore they have a substantial interest in the Plan Ratification Proposal.Lehigh University.
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Challenges to the Ratification and Time Limitations on Legal Challenges
When an act is ratified under Section 204 of the DGCL, certain specified persons (including any holder of common stock) may file a petition under Section 205 of the DGCL in the Delaware Court of Chancery to challenge the validity and effectiveness of any ratification effected under Section 204 of the DGCL. The Delaware Court of Chancery may make such orders regarding the ratification as it deems proper under the circumstances. Among other things, the Delaware Court of Chancery may declare that a ratification in accordance with and pursuant to Section 204 of the DGCL is not effective or shall only be effective at a time or upon conditions established by the Court.
Under Sections 204 and 205 of the DGCL, any claim that the ratified act is void or voidable due to the identified failures of authorizations, or that the Delaware Court of Chancery should declare in its discretion that the ratification not be effective or be effective only on certain conditions, must be brought within 120 days from the time this Proposal 1 is approved by the stockholders (which is referred to as the “Validation Effective Time” for purposes of Section 204).
Required Vote; Recommendation of Board of Directors
Presuming a quorum is present, the affirmative vote of the holders of a majority of the shares of PDS common stock properly cast at the Special Meeting is required for the ratification of the prior approval of the 2014 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE RATIFICATION OF THE PRIOR APPROVAL OF THE 2014 PLAN
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EXECUTIVE COMPENSATION
As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis (CD&A) under Item 402(b) of Regulation S-K. Nevertheless, we do want our stockholders to understand fully our compensation policies and procedures so we incorporate many, but not all, of the required disclosures of a full CD&A.
Summary Compensation Table
The following table sets forth information for the years ended December 31, 20192020 and December 31, 20202021 concerning compensation of (i) all individuals serving as our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 20202021 and (iii) up to two of our most highly compensated executive officer,officers, other than our principal executive officer, that were not serving as executive officers as of December 31, 2020.2021. We refer to these executives as the named executive officers. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.
​​
Year
​
Salary
$
​
Bonus
$
​
Option
Awards(1)
$
​
All Other
Compensation
$
​
Total
$
​​
Year
​
Salary
$
​
Bonus
$
​
Option
Awards(1)
$
​
All Other
Compensation
$(3)
​
Total
$
Frank Bedu-Addo, Ph.D.
Chief Executive Officer(5)
​​
2020
​
450,000
​
225,000
​
139,788
​
—
​
814,788
​
2019
​
356,250
​
395,000(2)
​
1,832,510
​
—
​
2,583,758
​
​
​
​
​
​
Gregory L. Conn, Ph.D.
Chief Scientific Officer(5)
​​
2020
​
290,000
​
87,375
​
39,141
​
7,417
​
423,933
​
2019
​
169,167
​
—
​
461,603
​
38,184(4)
​
668,954
​
​
​
​
​
​
Lauren V. Wood, M.D.
Chief Medical Officer(5)
​​
2020
​
320,000
​
96,375
​
39,143
​
—
​
455,518
​
2019
​
253,333
​
—
​
309,361
​
—
​
562,694
​
​
​
​
​
​
Andrew Saik
Former Chief Financial Officer(3)
​​
2020
​
84,199
​
—
​
—
​
—
​
84,199
​
2019
​
370,000
​
—
​
309,363
​
—
​
679,363
Frank Bedu-Addo, Ph.D.
Chief Executive Officer
​​
2021
​
475,000
​
237,500
​
6,338,772
​
1,583
​
7,052,855
​
2020
​
450,000
​
225,000
​
139,788
​
—
​
814,788
Gregory L. Conn, Ph.D.
Chief Scientific Officer
​​
2021
​
147,904
​
66,643
​
1,096,165
​
5,916
​
1,316,628
​
2020
​
290,000
​
87,375
​
39,141
​
7,417
​
423,933
Lauren V. Wood, M.D.
Chief Medical Officer
​​
2021
​
335,000
​
108,875
​
1,885,153
​
1,117
​
2,330,145
​
2020
​
320,000
​
96,375
​
39,143
​
—
​
455,518
Matthew Hill(2)
Chief Financial Officer
​
2021
​
71,794
​
122,500
​
1,923,646
​
—
​
2,117,940
(1)
Amounts shown in this column do not reflect actual compensation received by the named executive officers. The amounts reflect the grant date fair value of stock option awards and are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718-Stock Compensation, and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11,8, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. The executive will only realize compensation to the extent the trading price of the Company’s common stock is greater than the exercise price of such stock options at the time such options are exercised. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded contingent options of 707,800, 122,400 and 210,500 respectively.
Dr. Bedu-Addo, Dr. Conn and Dr. Wood were granted stock options on December 8, 2020, subject to the approval of the stockholders of the Company. As a result, pursuant to SEC rules and FASB ASC Topic 718, since the stock option grants were subject to stockholder approval, the grant date of such awards for purposes of FASB ASC Topic 718 and SEC disclosure rules was June 17, 2021, the date such option grants were approved by the stockholders. This date was also used to determine the grant date fair value of these stock options for purposes of FASB ASC Topic 718, which are as follows for each named executive officer who received these awards: $6,338,772 for Dr. Bedu Addo; $1,096,165 for Dr. Conn; and $1,885,153 for Dr. Wood. Neither Dr. Bedu-Addo, Dr. Conn nor Dr. Wood were granted stock options in the fiscal year ended December 31, 2021. Assumptions used in the calculation of these amounts are included in Note 8, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
(2)
Represents a signing bonus paid to Dr. Bedu-Addo.
(3)
Mr. Saik resigned from the Company on March 20, 2020. Thereafter, on March 23, 2020 our board of directors appointed Janetta Trochimiuk, the Company’s current Controller, as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., the Company’s President and Chief Executive Officer, as interim Principal Financial Officer. On June 23, 2020, our board of directors appointed Michael King as interim Chief Financial Officer and Mr. King replaced Janetta Trochimiuk as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., as interim Principal Financial Officer. On January 1, 2021, Dr. Van Voorhees assumed the responsibilities performed by Michael King. Dr. Van Voorhees was terminated without cause on September 30, 2021. Matthew Hill is currentlyappointed as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer.Officer effective as of January 1, 2021. Dr. Van Voorhees’ employment was terminated by the Company without cause on September 30, 2021 and Dr. Van Voorhees is not a named executive officer of the Company. Matthew Hill was appointed as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective as of October 18, 2021.
(4)(3)
Includes amounts paid to Dr. Conn as a consultant prior to commencing employment on June 1, 2019. Reflects matching contributions to“All Other Compensation” consists of the Company'sSafe Harbor 401(k) match under the Company’s 401(k) plan.
(5)
Dr. Bedu-Addo and Dr. Wood joined the Company on March 15, 2019, in connection with the Merger. Dr. Conn served as a consultant to the Company beginning on March 15, 2019 through June 1, 2019 at which point Dr. Conn became an employee of the Company.
Narrative to Summary Compensation Table
Prior to March 15, 2019, we were a clinical-stage biotechnology company known as Edge Therapeutics, Inc. (“Edge”). On March 15, 2019, we completed our business combination with privately held PDS Biotechnology Corporation, a Delaware corporation (“Private PDS”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of November 23, 2018, as amended on January 24, 2019 (the “Merger Agreement”), that we entered into with Private PDS and Echos Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Private PDS (the “Merger”), with Private PDS continuing as our wholly owned subsidiary and the surviving corporation of the Merger. Following the closing of the Merger, our name was changed to PDS Biotechnology Corporation, the name of Private PDS was changed to PDS Operating Corporation and the business of Private PDS became our business. As used herein, the word “Edge” refers to the Company prior to the completion of the Merger and the terms the “Company” and “PDS” refer to our company immediately following the completion of the Merger.
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Narrative to Summary Compensation Table
Key Performance Factors in Determining Executive Compensation
Because the biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy R&D period and a rigorous regulatory approval process, including the requirements for multiple phases of human testing and the need to meet a significant number of other government requirements, many of the traditional financial performance metrics, such as product sales, revenues and profits, used to evaluate successful performance are inappropriate for a biopharmaceutical company with a continued development focus, such as PDS. Instead, the specific performance our Compensation Committee considers when evaluating the compensation of our named executive officers include:
key R&D achievements
initiation and progress of clinical trials for our product candidates;
achievement of regulatory milestones;
new business initiatives including financings;
our progress in building out key functions and managing our growth while maintaining a high-performing organization and culture: and
increasing shareholder value.
Annual corporate goals are proposed by our senior leadership team at the beginning of each year and approved by our Board of Directors. During the first quarter of each year, our Compensation Committee, with the input of the senior leadership team, evaluates our corporate performance for the prior year against the corporate goals set for that year, and, taking into account other corporate achievements and developments, recommends a corporate performance rating to be approved by our Board of Directors.
During the first quarter of each year, our Compensation Committee typically evaluates compensation levels for such year of our executive officers, including the amount of each executive officer’s base salary, target annual bonus and annual equity awards, taking into consideration the compensation paid by our peer group, our prior year’s overall corporate performance against the established corporate goals, as well as each individual executive officer’s contributions to achievement of such corporate goals, individual performance and the other factors described above, in making compensation recommendations to our Board of Directors. Our Board of Directors considers these recommendations in determining the compensation for our executive officers for the applicable year.
Elements of Executive Compensation
The compensation of our named executive officers consists of base salary, annual cash bonuses and equity awards, as well as employee benefits that are made available to our salaried employees generally. Our named executivesexecutive officers are also entitled to compensation and benefits upon certain terminations of employment, including following a change of control transaction, as described under “Employment Letter Agreements” below.
Base Salaries
We pay our named executive officers a base salary to compensate them for the satisfactory performance of services rendered to the Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent and were originally established in each named executive officer’s employment agreement.
Dr. Bedu-Addo received a base salary of $450,000$475,000 in 2020.2021. Dr. Conn received a base salary of $ 290,000$305,000 in 2020.2021. Dr. Wood received a base salary of $320,000$335,000 in 2020. These salaries remained unchanged from the salaries following the Merger. Mr. Saik2021. Matthew Hill received hisa base salary of $84,199$350,000 in 2020 until2021 prorated from his resignation asstart date of March 23, 2020.employment.
Performance Bonuses
We offer our named executive officers the opportunity to earn annual cash bonuses to compensate them for attaining short-term company and individual performance goals. Each named executive officer has an annual target
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bonus that is expressed as a percentage of his or her annual base salary. The 20202021 target bonus amountamounts for each of Dr. Bedu-Addo, was 50% of his base salary, for Dr. Conn, was 30% of his base salary and for Dr. Wood, was 30% of her base salary.and Mr. Hill were as follows:
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Executive
​​
2021 Target Bonus
Frank Bedu-Addo, Ph.D.
​​
Up to 50% of Base Salary
Gregory L. Conn, Ph.D.
​​
Up to 32.5% of Base Salary
Lauren V. Wood, M.D.
​​
Up to 32.5% of Base Salary
Matthew Hill
​​
Up to 35% of Base Salary
Our Compensation Committee, based upon the recommendation of our Chief Executive Officer, establishes Company performance goals each year and, at the completion of the year, generally determines actual bonus payouts after assessing Company performance against these goals and each named executive officer’s individual performance and contributions to the Company’s achievements. For 2020, bonuses were entirely determined based on CompanyThe 2021 performance bonus earned was paid to our employees, including the named executive officers, in meeting clinical, business development and financial goals.March 2022.
Equity Compensation
In 20202021 we only granted stock option awards to Mr. Hill upon commencement of employment under our named executive officersinducement plan as a long-term incentive component of theirhis compensation. We have historically granted stock option awards to named executive officers when they commenced employment with us and have from time to time thereafter made additional grants as, and when, our Board of Directors determined appropriate to recruit, retain or reward particular named executive officers.
We have three stockholder-approved equity compensation plans: the 2009 Stock Option Plan, Second Amended and Restated 2014 Equity Incentive Plan and the 2018 Stock Incentive Plan (the “Plans”).
InOn December 8, 2020, the Board adopted, subject to stockholder approval, the Second Amended and Restated PDS Biotechnology Corporation 2014 our stockholders approvedEquity Inventive Plan (the “Restated Plan”), which amended and restated the Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan pursuant(the “Current Plan”). The Company held its 2021 annual meeting of stockholders on June 17, 2021 (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company determined that the proposal to approve the Restated Plan received the requisite number of votes for approval. As part of this determination, broker non-votes were treated as having no effect on the outcome of this proposal. Following the 2021 Annual Meeting, a complaint (the “Complaint”) was filed in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS) against the Company, certain executive officers of the Company, and the members of the Board, in which we may grant upit was alleged that, under the voting standard contained in the Company’s bylaws in effect at the time of the 2021 Annual Meeting, broker non-votes should have been treated as a vote “AGAINST” the proposal. If the broker non-votes were treated as a vote “AGAINST,” the proposal would not have been approved at the 2021 Annual Meeting. Although the Company does not believe that the interpretation reflected in the Complaint regarding the bylaws of the Company that were in effect as of the time of the 2021 Annual Meeting was correct, in an effort to 91,367 shares as ISOs, NQs and restricted stock units (“RSUs”), subject to increases as hereafter described (the “Plan Limit”). In addition,resolve any ambiguity regarding the approval of the Restated Plan at the 2021 Annual Meeting of Stockholders raised by the Complaint, the Company asked its stockholders, at the Special Meeting of Stockholder held on January 1, 2015 and each January 1 thereafter and19, 2022 (the “Special Meeting”), to ratify the prior approval of the Restated Plan, which was adopted at the 2021 Annual Meeting. At the Special Meeting, the stockholders of the Company voted in favor of the ratification of the prior approval of the Restated Plan, which was adopted at the 2021 Annual Meeting. The Restated Plan is identical to the termination of the 2014 Equity IncentiveCurrent Plan pursuant to the terms of the 2014 Equity Incentive Plan, the Plan Limit was and shall be increased by the lesser of (x) 4% ofin all material respects, except as follows: (a) the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. In March 2019, the Plan was amended and restated which removed the annual increase component and the available shares at that timeauthorized for issuance under the 2014Restated Plan waswill increase from 826,292 shares. See Proposal 1shares to 3,339,243 shares, plus the total number of shares that remained available for further discussion regarding this plan.
In 2018, our stockholders approvedissuance, that are not covered by outstanding awards issued under the 2018 Stock IncentiveCurrent Plan, pursuantimmediately prior to whichDecember 8, 2020; and (b) the Company may grant up to 558,071 shares as Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Preferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based Awards.Restated Plan will terminate on December 7, 2030, unless earlier terminated.
Pursuant to the terms of the Plans, ISOs have a term of ten years from the date of grant or such shorter term as may be provided in the option agreement. Unless specified otherwise in an individual option agreement, ISOsincentive stock options generally vest over a four year term and NQsnonqualified stock options generally vest over a one to five year terms. Unless terminated by the Board, the Plans shall continue to remain effective for a term of ten years or until such time as no further awards may be granted and all awards granted under the Plans are no longer outstanding. As of December 31, 2020, there were 190,799 shares available for grant under the 2018 Stock Incentive Plan.
On June 17, 2019, our Board adopted the 2019 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of non-qualified stock options. The Inducement Plan was recommended for approval by the Compensation Committee of the Board and subsequently approved and adopted by the Board without stockholder
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approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
On December 8, 2020, our Board amended the Inducement Plan solely to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan from 200,000 shares to 500,000 shares. The Inducement Plan will be administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board (or any parent or subsidiary of the Company), or following a bona fide period of non-employment by the Company (or a parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of December 31, 2020,2021, there were 421,500127,400 shares available for grant under the Inducement Plan.
Our stock option awards have an exercise price at least equal to the fair market value of our common stock on the date of grant and typically vest as to 25% of the underlying shares on the first anniversary of the date of grant and in equal monthly installments over the following 36 months, subject to the holder’s continued employment with us and potential accelerated vesting in certain circumstances, including as described below for our named executive officers in the section titled “Potential payments upon a change in control.“Employment Agreements.” Our stock option awards may be intended to qualify as incentive stock options under the Internal Revenue Code.
In June 2020 we granted Dr. Bedu-Addo, Dr. Conn, and Dr. Wood options to purchase 125,000, 35,000 and 35,000 shares of our common stock, respectively, under the 2014 Plan. In December 2020 we granted
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Dr. Bedu-Addo, Dr. Conn, and Dr. Wood options to purchase 707,800, 122,400 and 210,500 shares of our common stock, respectively, under the 2014 Plan subject to stockholder approval of our Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c). These options will not be exercisable until stockholder approval has been obtained. See Proposal 1 for further discussion regarding this plan. All options described above vest as to 25% of the total shares underlying the option on the first anniversary of the grant date and in equal monthly installments over the ensuing 36 months, subject to the executive’s continued service with us through the applicable vesting date.
On December 8, 2020 our Interim CFO, Michael King, was granted 50,000 options to purchase shares of our common stock under the 2014 Plan, all of which were fully vested and exercisable as of the date of grant.
Retirement, Health, Welfare and Additional Benefits
Our executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending accounts, short- and long-term disability and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.
We sponsor a 401(k) defined contribution plan in which our executive officers may participate, subject to limits imposed by the Internal Revenue Code of 1986, as amended, to the same extent as our other full-time employees. Currently, we match 100% of each our employees’ contributions up to 3% of their salary and 50% of each employees’ contribution between 3% and 5% of their salary for a maximum contribution of 4% of the applicable employee’s salary.
Employment Agreements
PDS is a party to employment agreements with each of (i) Frank Bedu-Addo, Ph.D., effective October 11, 2018, and as further amended and restated on March 14, 2022, (ii) Gregory L. Conn, Ph.D., dated June 1, 2019, as amended on June 17, 2021, and as replaced on March 14, 2022, (iii) Lauren Wood, M.D., effective as of March 14, 2022 as a replacement of the Offer Letter dated February 1, 2019, and (iv) Matthew Hill, dated October 18, 2021, as replaced on March 14, 2022. In consultation with the Compensation Committee’s compensation consultant, we amended and restated the executive employment agreements in 2022 to implement changes to reflect current market practices of our peer group.
PursuantThe initial base salary and target bonus for each executive under their respective employment agreements as amended in 2022 is as follows:
Executive
​​
Base Salary
​​
Target Bonus
Frank Bedu-Addo, Ph.D.
​​
$540,000
​​
Up to 55% of Base Salary
Gregory L. Conn, Ph.D.
​​
$132,000
​​
Up to 40% of Base Salary
Lauren V. Wood, M.D.
​​
$400,000
​​
Up to 40% of Base Salary
Matthew Hill
​​
$350,000
​​
Up to 40% of Base Salary
If PDS terminates Dr. Bedu-Addo’s employment without Cause (as defined below), he resigns for Good Reason (as defined below), or Dr. Bedu-Addo’s employment is terminated due to his employment agreement, dated October 11, 2018,death, Dr. Bedu-Addo will be entitled to receive accrued benefits including accrued but unpaid salary and bonus, unreimbursed business expenses, and benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan (the “Accrued Obligations”), and the following severance benefits: (i) his base salary for twenty-four (24) months; (ii) bonus equal to the greater of (A) the bonus paid in the prior performance year and (B) the bonus that Dr. Bedu-Addo would have earned, for the performance year in which the termination occurs, on a prorated basis through the date which he continued to provide services; (iii) outstanding equity as of the date of the termination will become 100% vested and outstanding options will remain exercisable until the earliest of (A) 18 months following the termination date, (B) the original 10-year expiration date for the options, and (C) termination of the equity plan; (iv) benefits continuation for twenty-four (24) months, paid as supplemental cash compensation in an amount equal to 1.3 times each payment of the expenses paid by Mr. Bedu-Addo for welfare benefit coverage, and (v)��in the event of a termination without Cause
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or if Dr. Bedu-Addo resigns for Good Reason within ninety (90) days before and twenty-four (24) months following the effective date of a Change in Control (as defined below) (the “Protection Period”), instead of the bonus referenced in clause (ii) above, Dr. Bedu-Addo will receive an initial base salary of $275,000 per year and this salary will increasea bonus equal to at least $450,000 in the event that Private PDS becomes a public company, which did occur in March, 2019. Dr. Bedu-Addo is eligible to receive anhis annual performance-based cash bonus in an amount up to 50% of his base salary. In addition, immediately prior to the Merger, (i) all options to purchase PDS common stock held by Dr. Bedu-Addo became fully vested, and (ii) Dr. Bedu-Addo received a one-time cash payment of $395,000 and a one-time grant of 179,486 options to purchase shares of PDS common stock.
bonus. If Dr. Bedu-Addo’s employment is terminated byfor Cause, based on his Disability (as defined below), or he resigns for any reason other than for Good Reason, he will only receive the Accrued Obligations.
If PDS terminates the employment of Dr. Conn, Dr. Wood, or Mr. Hill without cause, by Dr. Bedu-AddoCause (as defined below) or any of such executives resign for good reason, or by death, Dr. Bedu-Addo (or his estate)Good Reason (as defined below), each will be entitled to receive (i) all earned but unpaid amounts of his base salary, (ii) all reasonablethe Accrued Obligations and documented expenses incurred but unpaid, (iii) histhe following severance benefits: (i) base salary for twelve (12) months; (ii) benefits continuation for twelve (12) months, and (iii) if terminated during the Protection Period (as defined above), the executive will also receive a periodbonus equal to their target bonus, and any outstanding equity as of 24 months following his termination, (iv) reimbursementthe closing of a Change in Control (as defined below) will become 100% vested if the executive’s outstanding equity is assumed or continued by the surviving entity. If the employment of Dr. Conn, Dr. Wood, or Mr. Hill is terminated for Cause (as defined below), due to the death of the executive, based on Disability (as defined below), or such resigns for any reason other than for Good Reason, each such executive or the executive’s legal representatives will receive only the Accrued Obligations.
In addition, each of the employment agreements for Dr. Bedu-Addo, Dr Conn, Dr. Wood, and Mr. Hill (i) provide that the executive may be eligible for certain medical expenses,grants of equity awards of common stock of PDS subject to vesting and (v)other terms and conditions of PDS’s equity plans and an award agreement, subject to approval of the compensation committee, (ii) provide that if any payment or distribution would be nondeductible by PDS for Federal income tax purposes because of Section 280G of the Internal Revenue Code, PDS shall reduce the aggregate present value of the payment only if reducing the payment will provide the executive with a lump sum paymentgreater net after-tax amount, (iii) provide for certain confidentiality, intellectual property, cooperation, non-competition, non-solicitation and non-disparagement undertakings, and (iii) require the execution and non-revocation of a general release of claims in favor of PDS as a condition to receipt of severance benefits.
For purposes of Dr. Bedu-Addo’s employment agreement, the defined terms referenced above have the following meanings:
“Cause” means Dr. Bedu-Addo (1) is convicted of, or pleads guilty or nolo contendere to, a felony or any act amounting to embezzlement, fraud, or theft or involving moral turpitude (whether or not against PDS or another employee); (2) is convicted of, or pleads guilty or nolo contendere to, in a court of competent jurisdiction, a felony resulting in death or substantial bodily or psychological harm to, or other act of moral turpitude harming. any person; (3) willfully engages in conduct demonstrably and materially injurious to the goodwill and reputation of PDS; (4) willfully causes PDS other than pursuant to the advice of PDS’s legal counsel to violate a law which, in the opinion of PDS’s legal counsel, is reasonable grounds for civil or criminal penalties against PDS or its Board; (5) willfully engages in conduct which constitutes a violation of the established written policies or procedures of PDS regarding the conduct of its employees, including policies regarding sexual harassment of employees and use of illegal drugs or substances; (6) without due cause fails within 30 days after receipt of notice to follow any lawful order given by or under direction of the Board; (7) does not correct within 30 days after receipt of notice any act or omission that, in the opinion of PDS’s legal counsel, gives rise to a cause of action by PDS or its Board personally against Dr. Bedu-Addo to specifically enforce or restrain some action for purpose of avoiding some loss or damage, or to recover losses or damages, for an amount equalin excess of $10,000; or (8) does not correct within 30 days after receipt of notice any act of dishonesty against the Company.
“Change in Control” has the meaning assigned to the greater of (a) the annual incentive bonus paidsuch term in the year priorPDS Biotechnology Corporation Second Amended and Restated Equity Incentive Plan, as amended by PDS from time to time.
“Disability” means termination because a qualified medical doctor mutually acceptable to PDS and Dr. Bedu-Addo or Dr. Bedu-Addo’s termination (prorated for the period of the yearpersonal representative has certified in writing that: (A) Dr. Bedu-Addo was employed)is unable, because of a medically determinable physical or (b)mental disability, to perform the annual incentive bonus earnedessential functions of Dr. Bedu-Addo’s job, with or without a reasonable accommodation, for more than one hundred and eighty (180) calendar days measured from the last full day of work; or (B) by reason of mental or physical disability, it is unlikely that Dr. Bedu-Addo in the year he was terminated.
Gregory L. Conn, Ph.D.
Effective as of June 1, 2019, PDS entered into an employment agreement with Dr. Conn, pursuant to which Dr. Conn is employed as PDS’s Chief Scientific Officer. The agreement provides that Dr. Conn will receive an initial base salary of $290,000 per year. Dr. Conn is eligible to receive an annual performance-based cash bonus in an amount up to 30% of his base salary.
If Dr. Conn’s employment is terminated by PDS without cause, by Dr. Conn without good reason, or by death, Dr. Conn (or his estate) is entitled to receive (i) all earned but unpaid amounts of his base salary and (ii) his bonus earned for a calendar year ended on or before the date of such termination. In addition, the Dr. Conn will be entitledable, within one hundred and eighty (180) calendar days, to receive (i) a lump sum payment of all other amounts owed to Dr. Conn, and (ii) reimbursement for all reasonable and documented expenses.
Effective as of June 17, 2021 PDS entered into an amendment toresume the employment agreement with Dr. Conn (the “Amendment”). The Amendment reduced Dr. Conn’s base salary to $120,000 per year. The Amendment further amended the termsessential functions of Dr. Conn’sBedu-Addo’s job, with or without a reasonable accommodation, and to otherwise discharge Dr. Bedu-Addo’s duties under Dr. Bedu-Addo’s employment agreement. This definition will be interpreted and applied consistent with the Company to provide that Dr. Conn is only required to work or otherwise provide services toAmericans with Disabilities Act, the Company for a minimum of/up to 30 hours per week.Family and Medical Leave Act, and other applicable law.
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Lauren Wood, M.D.
Effective February 1, 2019,“Good Reason” means, without Dr. Bedu-Addo’s written consent, (1) Dr. Bedu-Addo ceases to hold position and title of Chief Executive Officer; (2) Dr. Bedu-Addo is assigned, without Dr. Bedu-Addo’s consent, authority or responsibility materially inconsistent with authority and responsibility contemplated by the Dr. Bedu-Addo’s employment agreement, including without limitation any material diminution of Dr. Bedu-Addo’s authority and responsibility for supervision and compensation of all PDS entered into an offer letter with Dr. Wood pursuantpersonnel or change in reporting requirements to which Dr. Woodanyone other than the Board or its duly authorized committees; (3) there is employed as PDS’s Chief Medical Officer. The agreement provides that Dr. Wood will receiveany reduction in or a material delay in payment of base salary or material reduction in benefits from those required to be provided in accordance with Section 2 of $320,000 per year. Dr. WoodBedu-Addo’s employment agreement; (4) any requirement is eligibleimposed by PDS or under direction of its Board or any person controlling PDS for Dr. Bedu-Addo to receive an annual performance-based cash bonus in an amount up to 30% of her base salary.
Andrew Saik
October 31, 2017, Mr. Saik, entered into an employment agreement with Edge pursuant to which he agreed to serve as Edge’s Chief Financial Officer. Mr. Saik remained employed with PDS as its Chief Financial Officer and served as a director of PDS following the consummationreside or travel outside of the Merger and later resigned from his role as Chief Financial Officer and as a directorNY-NJ area, other than on March 20, 2020 in ordertravel reasonably required to pursue other professional endeavors. As Mr. Saik resigned without good reason, he was not entitled to, and did not receive, any of the severance payments or benefits that he would have otherwise been eligible to receivecarry out Dr. Bedu-Addo’s obligations under his employment agreement; (5) Dr. Bedu-Addo becomes disabled (to the extent that Dr. Bedu-Addo cannot, with reasonable accommodation, effectively perform the requirements of Dr. Bedu-Addo’s position) and is unable to effectively exercise Dr. Bedu-Addo’s authority and perform Dr. Bedu-Addo’s responsibility under his employment agreement; (6) PDS fails to obtain an agreement had he resignedfrom any successor or assign of PDS to assume and agree to perform the obligations of PDS under Dr. Bedu-Addo’s employment agreement; and (7) PDS does not correct within 30 days after receipt of notice any act or omission that gives rise to a cause of action by Dr. Bedu-Addo personally against PDS to specifically enforce or restrain some action for good reasonpurpose of avoiding some loss or been terminated by us without cause.
Matthew Hill
On September 30, 2021, PDS delivered a notice of termination without causedamage, or to Seth Van Voorhees and removed him from his position as PDS’s Chief Financial Officer, principal financial officer and principal accounting officer. On October 4, 2021, PDS entered into an employment agreement with Matthew Hill, effective as of October 18, 2021, pursuant to which Matthew Hill agreed to serve as PDS’s Chief Financial Officer. Mr. Hill will receive an annual salary of $350,000. Mr. Hill is also eligiblerecover losses or damages, for an annual performance bonusamount in excess of 35%$10,000.
For purposes of his base salary. The employment agreement further provides that ifDr. Conn’s, Dr. Wood’s and Mr. Hill’s employment is terminatedagreements, the defined terms referenced above have the following meanings:
“Cause” means (i) executive’s failure, neglect, or refusal to perform executive’s duties and responsibilities under executive’s employment agreement (in each case, except where due to a Disability, sickness or illness); (ii) any act of executive that has, or could reasonably be expected to have, the effect of injuring the business or reputation of PDS; (iii) executive’s conviction of, or plea of guilty or no contest to: (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of executive’s duties to PDS or otherwise result in injury to the reputation or business of PDS or any of its subsidiaries; (iv) executive’s commission of an act of fraud, embezzlement or breach of any fiduciary duty as against PDS; (v) any material violation by executive of the policies of PDS, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of PDS, as may be amended from time to time; (vi) executive’s violation of federal or state securities laws; or (vii) executive’s material breach of executive’s employment agreement or breach of executive’s proprietary information agreement.
“Change in Control” has the meaning assigned to such term in the PDS Biotechnology Corporation Second Amended and Restated Equity Incentive Plan, as amended by PDS from time to time.
“Disability” means termination because a qualified medical doctor mutually acceptable to PDS and the executive or executive’s personal representative has certified in writing that: (A) executive is unable, because of a medically determinable physical or mental disability, to perform the essential functions of executive’s job, with or without causea reasonable accommodation, for more than one hundred and eighty (180) calendar days measured from the last full day of work; or if he resigns for good(B) by reason then, Mr. Hillof mental or physical disability, it is unlikely that executive will be entitledable, within one hundred and eighty (180) calendar days, to receiveresume the essential functions of executive’s job, with or without a reasonable accommodation, and to otherwise discharge executive’s duties under executive’s employment agreement. This definition will be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.
“Good Reason” means, without executive’s written consent, (i) a severance payment equalmaterial diminution in executive’s title, duties, or responsibilities as set forth in Section 3 of executive’s employment agreement; (ii) any material breach of executive’s employment agreement by PDS (other than a provision that is covered by clause (i)); or (iii) any relocation of executive’s principal place of employment of more than fifty (50) miles (unless executive currently is working, or is provided the opportunity to twelve months’work, remotely or otherwise not required to relocate their principal place of his then-current base salaryemployment, in which case this subpart (iii) shall not apply); provided, however, that executive must provide notice of Good Reason within thirty (30) days of the occurrence of the event giving rise to the purported Good Reason, after which PDS shall have not less than thirty (30) days to cure the alleged Good Reason and, (ii) reimbursement for health care continuation (COBRA) premiums for up to 12 months followingif such remains uncured, executive must resign from such employment within thirty (30) days of the dateexpiration of his termination.the cure period.
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Outstanding Equity Awards at Year-End
The table below sets forth the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2020.2021. We have omitted the “Stock Awards” columns because our named executive officers did not have any stock awards outstanding at 2021 year-end
 
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
​​
Option
Exercise
Price
​​
Grant
Date
​​
Expiration
Date
Frank Bedu-Addo, Ph.D.
​​
37,504
​​
62,496
​​
$5.99
​​
6/28/2019
​​
6/29/2029
​
53,174
​​
​​
$6.57
​​
7/27/2011
​​
7/27/2021
​
219,535
​​
​​
$6.57
​​
12/3/2012
​​
12/3/2022
​
53,173
​​
​​
$9.04
​​
3/14/2019
​​
3/14/2029
​
179,486
​​
​​
$9.04
​​
3/14/2019
​​
3/14/2029
​
​​
125,000
​​
$1.45
​​
6/23/2020
​​
6/23/2030
​
​​
707,800
​​
$2.43
​​
12/8/2020
​​
12/8/2030
​​
​​
​​
​​
​​
Gregory Conn, Ph.D.
​​
17,764
​​
​​
$6.87
​​
1/31/2016
​​
1/31/2026
​
14,450
​​
​​
$15.33
​​
7/6/2018
​​
7/6/2028
​
44,871
​​
​​
$9.04
​​
3/14/2019
​​
3/14/2029
​
14,998
​​
25,002
​​
$6.39
​​
6/6/2019
​​
6/6/2029
​
35,000
​​
35,000
​​
$1.45
​​
6/23/2020
​​
6/23/2030
​
​​
122,400
​​
$2.43
​​
12/8/2020
​​
12/8/2030
​​
​​
​​
​​
​​
Lauren V. Wood, M.D.
​​
23,514
​​
39,201
​​
$6.39
​​
6/6/2019
​​
6/6/2029
​
​​
35,000
​​
$1.45
​​
6/23/2020
​​
6/23/2030
​
​​
210,500
​​
$2.43
​​
12/8/2020
​​
12/8/2030
​​
​​
​​
​​
​​
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​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
​
Option
Exercise
Price
​
Grant
Date
​
Expiration
Date
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
​
Option
Exercise
Price
​
Grant Date
​
Expiration
Date
Andrew Saik(2)
​​
​
2,500
​
td99.60
​
3/1/2018
​
3/1/2028
​
​
62,715
​
$6.39
​
6/6/2019
​
6/6/2029
​
​
10,000
​
td14.60
​
11/1/2017
​
11/1/2027
​
​
8,300
​
$22.00
​
6/19/2018
​
6/19/2022
Frank Bedu-Addo, Ph.D.
​​
62,506
​
37,494
​
$5.99
​
6/28/2019
​
6/28/2029
​
219,535
​
​
$6.57
​
12/3/2012
​
12/3/2022
​
53,153
​
​
$9.04
​
3/14/2019
​
3/14/2029
​
179,486
​
​
$9.04
​
3/14/2019
​
3/14/2029
​
46,880
​
78,120
​
$1.45
​
6/23/2020
​
6/23/2030
​
176,950
​
530,850
​
$2.43
​
12/8/2020(2)
​
12/8/2030
Gregory Conn, Ph.D.
​​
17,764
​
​
$6.87
​
1/31/2016
​
1/31/2026
​
14,450
​
 
​
td5.33
​
7/6/2018
​
7/6/2028
​
44,871
​
​
$9.04
​
3/14/2019
​
3/14/2029
​
24,994
​
15,006
​
$6.39
​
6/6/2019
​
6/6/2029
​
13,124
​
21,876
​
$1.45
​
6/23/2020
​
6/23/2030
​
30,600
​
91,800
​
$2.43
​
12/8/2020(2)
​
12/8/2030
Lauren V. Wood, M.D.
​​
39,186
​
23,529
​
$6.39
​
6/6/2019
​
6/6/2029
​
9,295
​
15,501
​
$1.45
​
6/23/2020
​
6/23/2030
​
52,625
​
157,875
​
$2.43
​
12/8/2020(2)
​
12/8/2030
Matthew Hill
​
—
​
202,800(3)
​
$12.03
​
10/19/2021
​
10/19/2031
(1)
Except as otherwise noted, options vest with respect to one-fourth of the underlying shares on the first anniversary of the grant date and in equal installments of 1⁄36 of the underlying shares on each monthly anniversary of the grant date thereafter for the subsequent 36 months. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded options at an exercise price of $2.43 in the amounts of 707,800, 122,400 and 210,500, respectively, under the 2014 Plan subject to stockholder approval of our Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c). These options will not be exercisable until stockholder approval has been obtained. See Proposal 3 for further discussion regarding this plan. All options described above vest as to 25% of the total shares underlying the option on the first anniversary of the grant date and in equal monthly installments over the ensuing 36 months, subject to the executive’s continued service with us through the applicable vesting date.
(2)
Mr. Saik resigned fromOn December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded options under the Restated Plan (as defined above) at an exercise price of $2.43 in the amounts of 707,800, 122,400 and 210,500, respectively, subject to stockholder approval of the Restated Plan at the 2021 Annual Meeting (as defined above). As discussed above, the Restated Plan was approved at the 2021 Annual Meeting, and such approval was subsequently ratified by the stockholders of the Company at the Special Meeting (as defined above).
(3)
On October 18, 2021 pursuant to Mr. Hill’s employment agreement, Mr. Hill was granted a new hire equity award consisting of an option to purchase 202,800 shares of common stock under the 2019 Inducement Plan, as amended. The option vests over a four-year period, with 25% of the underlying shares vesting on March 20, 2020,the first anniversary of Mr. Hill’s employment commencement date and allthe remaining 75% of his outstanding options expired as of December 31, 2020.the underlying shares vesting in 36 equal monthly installments thereafter, subject to Mr. Hill’s continued service with us through the applicable vesting date.
Director Compensation
Director Compensation Policy
On June 28, 2019, we adopted a director compensation policy based on Edge’s existing director compensation program.policy. Pursuant to the policy, the annual retainer for non-employee directors is $40,000 and the annual retainer for the chair of the board of directors is $70,000. This director compensation remained unchanged in 2020.2021. Annual retainers for committee membership are as follows:
Committee
​​
Annual
Retainer
Audit Committee Chairperson
​​
$18,500
Audit Committee Member
​​
$8,000
Compensation Committee Chairperson
​​
$15,000
Compensation Committee Member
​​
$7,500
Nominating and Corporate Governance Committee Chairperson
​​
$8,000
Nominating and Corporate Governance Committee Member
​​
$4,000
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These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses authorized by the board of directors or a committee that are incurred in connection with attending conferences or meetings with management in accordance with a travel policy, as may be in effect from time to time.
In addition to the above fees, the board of directors may determine that additional committee fees are appropriate and should be payable for any newly created committee of the board of directors.
In addition, we grant to new non-employee directors upon their initial election to the board of directors, an option to purchase 9,000 shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant. Each of these options has a term of 10 years from the date of the award and 1/3 of these options vest uponon each of the first, second and third anniversaries of the date of grant, subject to the non-employee director’s continued service as a director. This vesting accelerates as to 100% of the shares upon a change in control of the Company.
Further, on the dates of each of our annual meetings of stockholders, each non-employee director that has served on our board of directors for at least six months automatically receives an option to purchase 9,000 shares of our common stock at an exercise price equal to the closing price of our common stock on the date of the grant and each
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non-employee director that has served on our board of directors for less than six months shall receive a pro rata share of such options. Each of these options has a term of 10 years from the date of the award and 1/3 of these options will vest upon each ofin full on the first second and third anniversariesanniversary of the date of grant, subject to the non-employee director’s continued service as a director, with 100% acceleration of vesting upon a change in control of the Company. The vesting schedule for these options was approved by the Board in June 2021.
The table below summarizes the compensation paid by PDS to each non-employee director for the year ended December 31, 2020:2021:
Name
​
Fees
Earned
Or Paid
in Cash
$
​
Option
Awards $(1)
​
Total
$
​
Fees
Earned
Or Paid
in Cash
$
​
Option
Awards
$(1)
​
Total
$
Gregory Freitag, J.D., CPA(2)
​
60,856
​
10,044(2)
​
70,900
​
62,500
​
69,325(2)
​
131,825
De Lyle W. Bloomquist(3)
​
41,912
​
10,044(3)
​
51,956
​
20,000
​
—(3)
​
20,000
Sir Richard Sykes(4)
​
51,500
​
10,044(4)
​
61,544
​
51,500
​
69,325(4)
​
120,825
Stephen Glover(5)
​
93,000
​
10,044(5)
​
103,044
​
93,000
​
69,325(5)
​
162,325
Kamil Ali-Jackson, Esq.(6)
​
54,603
​
12,290(6)
​
66,893
​
63,500
​
69,325(6)
​
132,825
Ilian Iliev, Ph.D.(7)
​
38,462
​
4,570(7)
​
43,032
​
40,000
​
69,325(7)
​
109,325
Otis Brawley, M.D.(8)
​
6,413
​
18,774(8)
​
25,187
​
36,413
​
69,325(8)
​
109,325
(1)
The amounts shown in this column do not reflect actual compensation received by our directors. The amounts reflect the grant date fair value of option awards and are calculated in accordance with the provisions of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC Topic 718”), and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock-based8, “Stock-Based Compensation” in the notes to the Company’s financial statements included in our most recent Annual Report on Form 10-K. The director will only realize compensation to the extent the trading price of PDS’s common stock is greater than the exercise price of such stock options at the time such options are exercised.
(2)
Mr. Freitag was appointed as a director of our Board on March 15, 2019 in connection with the Merger.2019. Mr. Freitag held an aggregate of 46,86755,867 option awards as of December 31, 2020.2021.
(3)
Mr. Bloomquist was appointed as a director of our Board on March 15, 2019 in connection with the Merger.2019. Mr. Bloomquist held an aggregate of 29,218 option awards as of December 31, 2020. On January 26, 2021,2021. Mr. Bloomquist did not stand for re-election at the Company’s 2021 Annual Meeting of Stockholders and, is no longer a director.therefore, Mr. Bloomquist’s service on the Board ended at the 2021 Annual Meeting. In consideration of Mr. Bloomquist’s service to the Board, the Board accelerated the vesting of all of Mr. Bloomquist’s outstanding, unvested options, effective as of the date Mr. Bloomquist’s service on the Board ended.
(4)
Sir Richard Sykes was appointed as director of our Board on March 15, 2019 in connection with the Merger.2019. Sir Richard Sykes held an aggregate of 44,47453,474 option awards as of December 31, 2020.2021.
(5)
Mr. Glover was appointed to our Board on April 2, 2019. Mr. Glover held an aggregate of 18,00027,000 option awards as of December 31, 2020.2021.
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(6)
Ms. Ali-Jackson was appointed to our Board on February 21, 2020. Ms. Ali-Jackson held an aggregate of 12,03321,033 option awards as of December 31, 2020.2021.
(7)
Dr. Iliev was appointed to our Board on April 8, 2020. Dr. Iliev held an aggregate of 6,37415,374 option awards as of December 31, 2020.2021.
(8)
Dr. Brawley was appointed to our Board on November 3, 2020. Dr. Brawley held an aggregate of 9,00018,000 option awards as of December 31, 2020.2021.
Commitment to Corporate Responsibility
PDS’s corporate responsibility is fundamental to our long-term success. It is also now more than ever important to our stakeholders. We have a commitment to environmental, social and governance (“ESG”) issues.
Environmental Factors: As we continue to expand our operations, we have initiated certain projects to begin tracking our environmental impact, and where feasible, have taken measures to increase our sustainability efforts. Some of our efforts include our commitment to reduce, reuse or recycle where possible or appropriate.
Social Factors: Our future performance depends significantly upon the continued service of our key employees and personnel and our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives. In addition to salaries, these programs include potential annual discretionary bonuses, stock awards, a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and flexible work schedules, among other benefits. We have taken proactive, aggressive action throughout the COVID-19 pandemic to protect the health and safety of our employees. We expect to continue to implement these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business. We may take further actions, in compliance with all appropriate government regulations, that we determine to be in the best interest of our employees.
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Diversity and Inclusion: We strive to invest in and create ongoing opportunities for employee development in a diverse and inclusive environment in which each team member plays a unique and vital role. It starts at the top, where we have racially diverse directors and a racially diverse Chief Executive Officer. We believe that a diverse workforce not only positively impacts our performance and strengthens our culture, but it also cultivates an essential pipeline of experienced leaders for management. Hiring for diversity of thought, background and experience, and diversity of personal characteristics such as identity, gender, race, ethnicity and ethnicitysexual orientation continues to be an area of focus as we grow our company.
Providing a Positive Working Environment For Our People: Managing our people responsibly and respectfully is critical to the ongoing success of our business. We promote safety, health, and wellbeing in the workplace. We strive to equip our people with the right skills to perform their roles, and we provide development initiatives and opportunity for our staff. We recognize their contributions to our business success in a diverse and inclusive environment in which each team member plays a unique and vital role.
Ethics and Corporate Governance: We aspire to maintain the highest ethical standards. All of our employees are required to adhere to our Code of Conduct and Ethics, which provides, among other things, that all of our employees, officers and directors must (i) act with integritybe truthful and observe the highest ethical standards ofhonest both internally and in our business conduct in his or her dealings with our customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job,each other, and (ii) conduct relationships with colleaguesmake all decisions responsibly, constructively and business relationships with competitors, suppliers and customers free of any discrimination, including based onequitably without bias as to race, color creed, religion, age, sex, sexual preference, national origin, sex, marital status, veteranage, veteran’s status handicap or disability.membership in any other protected class or receipt of public assistance.
We will continue to focus on ESG issues during 2022.
ANTI-HEDGING/ANTI-PLEDGING POLICY
Pursuant to our insider trading policy, our employees, executive officers and directors may not (a) hold our securities in a margin account, (b) pledge our securities as collateral for a loan or (c) enter into hedging or monetization transactions or similar arrangements with respect to our securities, in each case without the advance approval of our compliance officer.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
The following table sets forth information with respect to the beneficial ownership of our common stock as of November 29, 2021,April 22, 2022, or the Record Date, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock (our only classes of voting securities), (ii) each of our directors and executive officers, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o PDS Biotechnology Corporation, 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
 
​​
Beneficial
Ownership
Name of Beneficial Owner
​​
Shares
​​
%(1)
Greater than 5% Stockholders:
​​
 
​​
 
—
​​
—
​​
—
PDS Named Executive Officers and Directors:
​​
 
​​
 
Frank Bedu-Addo, Ph.D.(2)
​​
1,406,701
​​
4.8%
Sir Richard Sykes(3)
​​
480,492
​​
1.7%
De Lyle W. Bloomquist(4)
​​
708,476
​​
2.5%
Gregory Freitag(5)
​​
83,930
​​
*
Stephen Glover(6)
​​
72,700
​​
*
Kamil Ali-Jackson, Esq.(7)
​​
15,734
​​
*
Ilian Iliev, Ph.D.(8)
​​
2,103
​​
*
Otis Brawley, M.D. (9)
​​
3,000
​​
*
Gregory L. Conn(10)
​​
265,322
​​
*
Lauren V. Wood(11)
​​
113,777
​​
*
Matthew Hill (12)
​​
975
​​
*
Seth L. Van Voorhees, Ph.D.(13)
​​
17,647
​​
*
Andrew Saik(14)
​​
125,548
​​
*
All current executive officers and directors as a group (11 persons)(15)
​​
2,44,334
​​
8.3%
 
​​
Beneficial
Ownership
Name of Beneficial Owner
​​
Shares
​​
%(1)
Greater than 5% Stockholders:
​​
​​
—
​​
—
​​
—
PDS Named Executive Officers and Directors:
​​
​​
Frank Bedu-Addo, Ph.D.(2)
​​
1,496,972
​​
5.0%
Sir Richard Sykes(3)
​​
480,492
​​
1.6%
Gregory Freitag(4)
​​
83,930
​​
*
Stephen Glover(5)
​​
72,700
​​
*
Kamil Ali-Jackson, Esq.(6)
​​
18,704
​​
*
Ilian Iliev, Ph.D.(7)
​​
3,611
​​
*
Otis Brawley, M.D.(8)
​​
3,000
​​
*
Gregory L. Conn(9)
​​
287,429
​​
1%
Lauren V. Wood(10)
​​
142,722
​​
*
Matthew Hill(11)
​​
4,075
​​
*
All current executive officers and directors as a group (10 persons)
​​
2,593,635
​​
8.7%
*
Less than 1%
(1)
Percentage ownership is based on 28,437,94028,450,894 shares of common stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of common stock within 60 days after the Record Date, for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
(2)
Includes 646,515 shares of common stock and 760,186850,457 shares subject to outstanding options exercisable within 60 days of the Record Date. Of such options, 196,611 were granted to Dr. Bedu-Addo, subject to stockholder approval of the PDS Biotechnology Corporation Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c).
(3)
Includes 445,108 shares of common stock and 35,384 shares subject to outstanding options exercisable within 60 days of the Record Date.
(4)
Includes 498,631 shares of common stock held by Asklepios Capital 193,888 held by Mr. Bloomquist individually and 0 shares subject to outstanding options exercisable within 60 days of the Record Date and 15,957 shares subject to outstanding warrants exercisable within
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60 days of the Record Date. Mr. Bloomquist is a partner of Asklepios Capital LLC. The business address of Asklepios Capital LLC is 10244 E. Windrunner Dr., Scottsdale, Arizona 85255. As disclosed above, on January 26, 2021, Mr. Bloomquist elected not stand for re-election at the 2021 Annual Meeting of Stockholders and is no longer a director.
(5)
Includes 46,153 shares of common stock and 37,777 shares subject to outstanding options exercisable within 60 days of the Record Date.
(6)(5)
Includes 63,790 shares of common stock and 8,910 shares subject to outstanding options exercisable within 60 days of the Record Date.
(7)(6)
Includes 11,764 shares of common stock and 3,9706,940 shares subject to outstanding options exercisable within 60 days of the Record Date.
(8)(7)
Includes 2,1033,611 shares subject to outstanding options exercisable within 60 days of the Record Date. On April 8, 2020, the Company’s board, based upon the recommendation of the Nominating and Corporate Governance Committee of the board, appointed Ilian Iliev, Ph.D., as a director and new member of the Board. Dr. Iliev was presented to the Company’s board as a designee for approval by NetScientific plc or NetScientific, pursuant to the board designee rights granted to NetScientific in connection with the Company’s February 2020 public offering, as previously disclosed. Dr. Iliev is a non-executive director of NetScientific. Dr. Iliev is not deemed to be the beneficial owner of any of the shares of our common stock or warrants held by NetScientific.
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(9)(8)
Includes 3,000 shares subject to outstanding options exercisable within 60 days of the Record Date.
(10)(9)
Includes 115,545117,682 shares of common stock and 149,777169,747 shares subject to outstanding options exercisable within 60 days of the Record Date. Of such options, 34,000 were granted to Dr. Conn, subject to stockholder approval of the PDS Biotechnology Corporation Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c).Date
(11)(10)
Includes 111,377142,722 shares subject to outstanding options exercisable within 60 days of the Record Date. Of such options, 58,472 were granted to Dr. Wood, subject to stockholder approval of the PDS Biotechnology Corporation Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c).
(12)(11)
Includes 9754,075 shares of common stock. Mr. Hill is the current Chief Financial Officer of the Company, effective as of October 18, 2021.
(13)
Includes 17,647 shares of common stock. Dr. Van Voorhees’ employment with the Company was terminated without cause on September 30, 2021.
(14)
Mr. Saik is the former Chief Financial Officer and a former director of the Company. Mr. Saik resigned as the Chief Financial Officer and as a director of the Company on March 20, 2020. Mr. Saik’s beneficial ownership includes 125,548 shares of common stock and 0 shares subject to outstanding options exercisable within 60 days of the Record Date.
(15)
Not inclusive of Dr. Van Voorhees and Mr. Saik, and Mr. Bloomquist who were not executive officers or Directors as of the Record Date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers (as defined under Section 16(a) of the Exchange Act), directors and persons who own greater than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Based on our records and other information, we believe that each of our executive officers, directors and certain beneficial owners of PDS’s common stock complied with all Section 16(a) filing requirements applicable to them during 2021 on a timely basis.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS AS OF DECEMBER 31, 20202021
The following table contains information about our equity compensation plans as of December 31, 2020.2021.
​​
(A)
​
(B)
​
(C)
​​
(A)
​
(B)
​
(C)
Plan category
​
Number of
securities to
be
issued upon
exercise of
outstanding
options,
warrants
and rights
​
Weighted-
average
exercise price
of outstanding
options,
warrants
and rights
​
Number of
Securities
Remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected
in column
(A))
​
Number of
securities
to
be
issued upon
exercise of
outstanding
options,
warrants
and rights
​
Weighted-
average
exercise price
of
outstanding
options,
warrants
and rights
​
Number of
Securities
Remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected
in column (A))
Equity compensation plans approved by security holders(1)
​
1,530,420
​
$12.21
​
311,755
​
2,751,758
​
$4.74
​
2,287,504
Equity compensation plans not approved by security holders
​
120,477
​
$7.53
​
442,173
​
424,977(1)
​
$11.20
​
148,073
Total
​
1,650,897(1)
​
$11.87
​
753,928
​
3,176,735
​
$5.60
​
2,435,577
(1)
Includes 1,170,630 stockThis reflects options subjectissued pursuant to the continent option grantsPDS Biotechnology 2019 Inducement Plan, as amended, together with options issued by privately held PDS Biotechnology Corporation (“Private PDS”) outside of an equity compensation plan prior to executive officersthe consummation of the reverse merger with the Private PDS, pursuant to and employeesin accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of November 23, 2018, as amended on December 8, 2020. See Proposal 1January 24, 2019, by and among the Company, Echos Merger Sub, a wholly-owned subsidiary of this proxy statement for further discussion onEdge Therapeutics, Inc. (“Merger Sub”), and Private PDS, whereby Private PDS merged with and into Merger Sub, with Private PDS surviving as the contingent grants.Company’s wholly owned subsidiary (the “Merger”). In connection with and immediately following completion of the Merger, Edge Therapeutics, Inc. changed its name to PDS Biotechnology Corporation, and Private PDS changed its name to PDS Operating Corporation.
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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
The following is a summary of transactions since January 1, 2021 and all currently proposed transactions, to which PDS has been a participant, in which:
the amounts exceeded or will exceed the lesser of $120,000 and 1% of the average of PDS’s total assets at year-end for the fiscal years ended December 31, 2021 and 2020; and
any of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
Our Audit Committee is charged with the responsibility of reviewing and approving all related person transactions (as defined in SEC regulations), and periodically reassessing any related person transaction entered into by PDS to ensure continued appropriateness. This responsibility is set forth in our Audit Committee charter. A related party transaction will only be approved if the members of the Audit Committee determine that the transaction is in the best interests of PDS. If a director is involved in the transaction, he or she will recuse himself or herself from all decisions regarding the transaction. In addition, the Audit Committee will review these transactions under our Code of Conduct, which governs conflicts of interests, among other matters, and is applicable to our employees, officers and directors.
Indemnification Agreements
We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals, to the maximum extent allowed under Delaware law, for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts they reasonably incur in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of PDS or that person’s status as a member of our Board of Directors.
Employment Agreements
Please reference the employment agreements described above under the “Executive Compensation” section.
Consulting Agreements
On June 23, 2020, the Board of Directors of PDS appointed Michael King as interim Chief Financial Officer. Mr. King replaced Janetta Trochimiuk as interim Principal Accounting Officer and Frank Bedu- Addo, Ph.D., as interim Principal Financial Officer. In connection with his services to PDS as interim Chief Financial Officer, Mr. King received a consulting fee of $15,000 per month. On December 8, 2020 the Board of Directors of PDS granted Mr. King 50,000 options, all of which were fully vested and exercisable as of the date of grant. In October 2021 our Compensation Committee voted to extend the exercise period following conclusion of services to PDS from 90 days to 12 months from the last day of service. Mr. King continued to serve PDS as a consultant through October 21, 2021.
February 2020 Public Offering
In February 2020, we completed an underwritten public offering, in which we sold 10,000,000 shares of common stock at a public offering price of $1.30 per share. The shares sold included 769,230 shares issued upon the exercise by the underwriter of its option to purchase additional shares at the public offering price. We received gross proceeds of approximately $13.0 million and net proceeds of approximately $11.9 million after deducting underwriting discounts and commissions. Certain members of management and certain members of our board of directors purchased approximately $0.675 million of our common stock in the public offering at the public offering price. Additionally, one of our existing stockholders, NetScientific plc (“NetScientific”), purchased approximately $0.65 million of our common stock in the public offering at the public offering price.
In connection with NetScientific’s participation in the public offering, our board of directors agreed, via e-mail, to (i) increase the number of authorized directors serving on our board of directors from seven directors to eight directors and to appoint a designee of NetScientific to our board of directors to fill the vacancy created by such newly created directorship, subject to such designee’s approval by our Nominating and Corporate Governance Committee, and (ii) nominate the member of the board of directors so designated by NetScientific for election at our next annual meeting of stockholders.
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On April 8, 2020, our board of directors, based upon the recommendation of our Nominating and Corporate Governance Committee, appointed Ilian Iliev, Ph.D., as a director and new member of the Board, effective April 8, 2020. Dr. Iliev was presented to the Board as a designee for approval by NetScientific, pursuant to the board designation rights granted to NetScientific in connection with the public offering.
June 2021 Public Offering
In June 2021, we sold 6,088,235 shares of our common stock at a public offering price of $8.50 per share, which includes 794,117 shares issued upon the exercise by the underwriter of its option to purchase additional shares at the public offering price, minus underwriting discounts and commissions. We received gross proceeds of approximately $51.7 million and net proceeds of approximately $48.5 million, after deducting underwriting discounts and offering expenses. Certain insiders, including certain members of our board of directors, purchased $859,987.50 of our common stock in this offering at the public offering price.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to PDS for the fiscal years ended December 31, 2021 and 2020, by KPMG LLP, PDS’s independent registered public accounting firm.
 
​​
Fiscal Year
Ended
2020
​​
Fiscal Year
Ended
2021
Audit Fees
​​
$555,000
​​
$473,000
Audit-Related Fees
​​
—
​​
—
Tax Fees
​​
—
​​
—
All Other Fees
​​
—
​​
—
Total Fees
​​
$550,000
​​
$473,000
Audit fees: Audit fees consist of fees associated with the annual audit of our financial statements, the reviews of our interim financial statements, fees consist of fees incurred in connection with the issuance of consent and comfort letters in connection with registration statement filings with the SEC and all services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements.
Audit-related fees: Audit-related fees includes fees for services that are traditionally performed by the auditor such as audits of employee benefit plans sponsored by the Company, due diligence assistance, SOC engagements, audits of financial statements of a carve-out entity in anticipation of a subsequent divestiture and other attest services.
Tax fees: Tax fees consist of fees for tax services, including tax compliance, and related expenses.
All KPMG LLP services and fees in the fiscal years ended December 31, 2020 and 2021 were pre-approved by the Audit Committee or its properly delegated authority.
Pre-approval Policies and Procedures
The Audit Committee pre-approves audit and non-audit services rendered by our independent registered public accounting firm, KPMG LLP. The Audit Committee pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
If KPMG LLP renders services other than audit services to us, the Audit Committee will determine whether the rendering of these services is compatible with maintaining KPMG LLP’s independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
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Report of the Audit Committee of the Board of Directors
The Audit Committee of the Board, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq Capital Market, has furnished the following report:
The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board, which is available on our website at www.pdsbiotech.com. The Audit Committee reviews and reassesses our charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of independent registered public accountants.
The Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2021 with the Company’s management. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC. The Audit Committee also received the written disclosures and the letter from KPMG LLP, the Company’s independent registered public accounting firm, required by applicable requirements of the by Auditing Standard N0. 1301, Communications with Audit Committees, as adopted by the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with KPMG LLP the accounting firm’s independence.
Based on the foregoing, the Audit Committee recommended to the Company’s board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Members of the PDS Biotechnology Corporation Audit Committee.
Mr. Gregory Freitag
Mr. Stephen Glover
Ms. Kamil Ali-Jackson, Esq.
The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act of 1934, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.
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PROPOSAL 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Consistent with good governance practices and the requirements of Section 14A of the Exchange Act, we are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the “Executive Compensation” section of this proxy statement and the related compensation tables and disclosure. This is commonly referred to as a “say on pay” proposal. We will put forward our next say on pay proposal at the 2023 Annual Meeting of Stockholders.
The say on pay proposal is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies, and practices discussed in this proxy statement. We believe that our executive officer compensation programs provide incentives that are aligned with the interests of our stockholders and have facilitated our performance, business goals and promote short and long term profitable growth. We urge stockholders to read the “Executive Compensation” section above, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation philosophy and objectives, as well as the related compensation tables and narrative above which provide detailed information on the compensation of our named executive officers. Our compensation committee and board of directors believe that the policies and procedures articulated in the “Executive Compensation” section are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to the Company’s success.
We are asking stockholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the stockholders of PDS Biotechnology Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the compensation tables and related narrative disclosure in this Proxy Statement.
This say on pay proposal, is not binding on our board of directors. Although non-binding, our board of directors and compensation committee will carefully review and consider the voting results when evaluating our executive compensation program.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for mailing of Proxy Materials or other SpecialAnnual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single mailing of Proxy Materials or other SpecialAnnual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are PDS stockholders will be “householding” our proxy materials. A single mailing of Proxy Materials or other SpecialAnnual Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate mailing of Proxy Materials, please notify us or your broker. Direct your written request to Investor Relations, PDS Biotechnology Corporation at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932 or by phone at (800) 208-3343. Stockholders who currently receive multiple copies of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
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OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for consideration at the SpecialAnnual Meeting. If any other matters are properly brought before the SpecialAnnual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
Frank Bedu-Addo, Ph.D.
Chief Executive Officer
December 16, 2021April 29, 2022
This Proxy Statement isand our Annual Report to the SEC on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge at www.proxyvote.com.
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EXHIBIT A

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
OF THE COMPANY ON NOVEMBER 29, 2021
Ratification under Section 204 of the DGCL
WHEREAS, on June 17, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), at which the Company’s stockholders, among other items, voted on the approval and adoption of the Company’s Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “2014 Plan Approval”);
WHEREAS, on July 23, 2021, David R. Rosener, a purported stockholder of the Company, filed a putative class action and shareholder derivative complaint in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS) (the “Delaware Action”), in which plaintiff alleged that under the voting standards applicable to the 2014 Plan Approval, as set forth in the Company’s then current bylaws, broker non-votes were required to be treated as a vote “against” the 2014 Plan Approval;
WHEREAS, the plaintiff in the Delaware Action alleged that the Company’s stockholders did not approve the 2014 Plan Approval and their adoption was defective because the Company did not treat broker non-votes as votes “against” the 2014 Plan Approval, and had the Company treated broker non-votes as “against” votes, the 2014 Plan Approval would have had more “against” votes than “for” votes; and
WHEREAS, although the Company does not believe that the interpretation reflected in the Delaware Action regarding the bylaws of the Company that were in effect as of the time of the 2021 Annual Meeting was correct, in an effort to resolve any ambiguity regarding the 2014 Plan Approval raised by the Delaware Action, based on plaintiff’s allegation in the Delaware Action that the 2014 Plan Approval was purportedly defective, the Board has determined that it would be in the best interests of the Company and its stockholders to make best efforts to secure ratification of the 2014 Plan Approval pursuant to Section 204 of the DGCL at a special meeting of stockholders (the “Special Meeting”);
WHEREAS, the Board previously approved November 29, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting or any adjournment or adjournments thereof; and
WHEREAS, the quorum threshold and the vote required to secure ratification of the 2014 Plan Approval pursuant to Section 204 of the DGCL is a majority of the number of shares of stock present in person or represented by proxy at the stockholder meeting of the Company and entitled to vote thereat at which a quorum is present and at which such ratification vote will be held.
NOW, THEREFORE, BE IT, RESOLVED, that the Board hereby determines that it is advisable and in the best interests of the Company and its stockholders to ratify and submit the 2014 Plan Approval for ratification by the Company’s stockholders pursuant to Section 204 of the DGCL; and be it
FURTHER RESOLVED, that the Board hereby ratifies, confirms and approves 2014 Plan Approval and confirms that the 2014 Plan Approval be submitted to the Company’s stockholders for ratification pursuant to Section 204 of the DGCL at the Special Meeting; and be it
FURTHER RESOLVED, that the notice to be given pursuant to Section 204(d) of the DGCL (the “Section 204(d) Notice”) shall be given to all holders of each class and series of valid stock and putative stock of the Company, whether voting or non-voting, who held such shares of stock of record as of April 26, 2021 (the record date of the 2021 Annual Meeting), such notice to be directed to the address of each such holder as it appears or most recently appeared, as appropriate, on the records of the Company; and be it
FURTHER RESOLVED, that the Section 204(d) Notice shall be in the form attached hereto as Exhibit A.
General
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute any applications, certificates, agreements or any other instruments or documents or amendments or supplements to such documents, including any blue sky filings and stock certificates, or to do or to cause to be done any and all other acts and things as such officers, in their discretion, may deem necessary or advisable and appropriate to carry out the purposes of the foregoing resolutions; and be it

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FURTHER RESOLVED, that any and all lawful actions heretofore taken by any officer or directors of the Company in connection with the foregoing resolutions or the 2014 Plan Approval be, and hereby are, ratified, confirmed, approved and adopted.

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EXHIBIT B
SECTION 204(D) NOTICE
NOTICE TO STOCKHOLDERS AND CERTAIN FORMER STOCKHOLDERS OF
PDS BIOTECHNOLOGY CORPORATION
Pursuant to Section 204(d) of the
Delaware General Corporation Law
Notice is hereby given pursuant to Section 204(d) of the Delaware General Corporation Law (the “DGCL”) that on November 29, 2021, the Board of Directors (the “Board”) of PDS Biotechnology Corporation (the “Company”) adopted resolutions pursuant to Section 204 of the DGCL (the “Board Ratification Resolutions”), approving the ratification of certain corporate actions, as more particularly described below (the “Ratified Approvals”). The Board Ratification Resolutions attached hereto as Exhibit A are incorporated herein by reference.
On June 17, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) at which the Company’s stockholders, among other items, voted on the approval and adoption of the Company’s Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “2014 Plan Approval”).
On July 23, 2021, David R. Rosener, a purported stockholder of the Company, filed a putative class action and shareholder derivative complaint in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS) (the “Delaware Action”), in which plaintiff alleged that under the voting standards applicable to the 2014 Plan Approval, as set forth in the Company’s then current bylaws, broker non-votes were required to be treated as a vote “against” the 2014 Plan Approval.
The plaintiff in the Delaware Action alleged that the Company’s stockholders did not approve the 2014 Plan Approval and their adoption was defective because the Company did not treat broker non-votes as votes “against” the 2014 Plan Approval, and had the Company treated broker non-votes as “against” votes, the 2014 Plan Approval would have had more “against” votes than “for” votes.
Although the Company does not believe that the interpretation reflected in the Delaware Action regarding the bylaws of the Company that were in effect as of the time of the 2021 Annual Meeting was correct, in an effort to resolve any ambiguity regarding the 2014 Plan Approval raised by the Delaware Action, the Board has determined that it would be advisable and in the best interests of the Company and its stockholders for the Company to make best efforts to secure ratification pursuant to Section 204 of the DGCL of the 2014 Plan Approval.
Any claim alleging that any defective corporate acts or any equity awards issued pursuant to the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan is void or voidable due to failure of authorization, or that the Court of Chancery of the State of Delaware should declare in its discretion that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the date of the Ratified Approvals (i.e., no later than 120 days after the date of the stockholders meeting).
This Notice is being mailed to all holders of valid stock and putative stock of the Company, whether voting or nonvoting, as of April 26, 2021 (the record date of the 2021 Annual Meeting) at the address of such holders as it appears or most recently appeared, as appropriate, on the records of the Company.
No further stockholder action is necessary with respect to the foregoing.
PDS BIOTECHNOLOGY CORPORATION
​​
​​
​​
By:
​​
/s/ Frank Bedu-Addo
​​
Name:
​​
Frank Bedu-Addo
​​
Title:
​​
President and Chief Executive Officer
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