fbg0316, first of all: apology accepted. My explanation may sound like the consultant's report because, while exec comp has not been my specific field of expertise, I am quite familiar with it, both as a consultant, as CEO of a PE-backed $200M company I ran, and as someone who lived in Silicon Valley for 20+ years and had numerous VC and start-up CEO friends. So, I understand exec comp in high-risk, pre-revenue companies. And, I did, as you know, spend considerable time going through ADXS 10Ks to understand the specific details of DOC's compensation, so I wasn't just "winging it." And, no, I was not involved in any way with the consultant's report to ADXS. That's not the kind of consulting I do.
If you think DOC and other execs are being richly rewarded... you can't imagine what it takes to get first class talent...."sign on" bonuses of $1M are not uncommon because people are often walking away from options worth that and more to go to a new firm. And, keep in mind, while RSUs might have a value of $1M at date of grant, they only retain that value if the exec team delivers value for shareholders (and themselves), and they often can't be sold for ~3 years.
I agree it is absolutely fair to raise questions about exec comp, but you have to investigate several things in order to make judgments: typical exec comp standards and practices, the requirements of the type of business within which the comp plan exists, the quality of the people being hired and paid/ incented, etc. I was simply trying to give you and the board the benefit of my experience and expertise.
One last point on DOC's compensation. You have claimed he was dishonest in the way he got some members of the BOD to be replaced after his first compensation plan was rejected in 2014. I provided what I think is an even more plausible explanation in a previous email I will summarize here. Dan had clearly and specifically saved the company from bankruptcy. The BOD had appointed him CEO with the explicit promise he would be rewarded if he did so. After he did they balked at following through -- or at least to the dollar amount Dan thought appropriate. Dan went to the major shareholders (not publicly) and said, "Fix the BOD, get me paid appropriately, and I'll stay. Fail to do that and I'm gone." There's nothing dishonest or underhanded about that. It happens all the time. Execs say to BODs/ shareholders, "I'm worth more, pay me more." Sometimes they get what they want, sometimes not.
IMHO, Dan is WELL WORTH every penny he's paid in salary and options (he has only been given ONE RSU grant of 250,000 shares and that was for saving the company). He buys shares at market prices with 25% of his salary. Finally, and here's where I know we disagree as well, he has aggressively raised capital at advantageous prices because ADXS needs every penny of that capital -- and it will need even more capital than it has now to ensure it can produce the results needed to achieve a $6B+ market cap. I don't "like" dilutive raises, but I accept them as a natural requirement of investing. If you think ADXS shareholders have been diluted badly, look what's happened to SYN. DOC has (and will) avoid that for us.
Look, we can have differing views on Dan's compensation and the appropriateness of his capital raises. My biggest complaint is the constant drumbeat from you on those issues when you have so much more to contribute that adds far more value to our collective understanding of this company.
Peace!
AI
