Vinay Shah
About Vinay Shah
Vinay Shah (age 61) was appointed Chief Financial Officer of Adial Pharmaceuticals effective November 16, 2024. He brings 20+ years of finance leadership across biopharma and medical devices, including CFO roles at Virpax Pharmaceuticals and Aravive; he is a Chartered Accountant (India) with a Bachelor of Commerce from Ranchi University and an MBA in Finance from Arizona State University. His background includes capital raising, IPO readiness, SEC compliance, and strategy analytics; prior achievements include helping raise over $150 million at Aravive and partnering on Pacira’s IPO.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) | Chief Financial Officer | Jun 2023 – Oct 2024 | Implemented fundraising and strategic initiatives; oversaw investor relations and financial operations. |
| Aravive, Inc. | Chief Financial Officer | Oct 2018 – Jun 2022 | Helped raise >$150M; key roles in reverse merger and China out-licensing. |
| Aravive Biologics, Inc. | CFO (consultant initially, employee from 2017) | 2010 – Jun 2022 | Long-tenured finance leadership through consulting then as employee from 2017. |
| Pacira Pharmaceuticals, Inc. (Nasdaq: PCRX) | Executive Director of Finance; Executive Director of Strategy Analytics | 2008 – 2016 | Partnered on IPO (S-1 preparation), financial audits, and SEC compliance. |
| Cardinal Health – Medical Device Group (now CareFusion/Becton Dickinson) | Finance management roles | Pre-2008 (years not specified) | Advanced finance leadership in supply chain and international operations. |
| PricewaterhouseCoopers LLP and KPMG (India/Middle East) | Audit roles | Not disclosed | Early career public accounting experience. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in company filings related to Mr. Shah’s current role; employment agreement allows certain outside roles with Board approval. |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $315,000 per annum, effective Nov 16, 2024. |
| Target annual bonus | 30% of base salary; performance goals set by Board/committee; potential for above-target payout at Board discretion. |
| Benefits and PTO | Eligible for Company benefits; 25 days paid time off per calendar year (prorated for partial years). |
| Expense reimbursement | Reimbursement of reasonable and necessary business expenses per policy. |
| Term | Three-year employment term from Nov 16, 2024 (through Nov 16, 2027, unless earlier terminated). |
Performance Compensation
| Incentive | Metric/structure | Weighting | Target | Payout mechanics | Form/Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Board-established performance goals each year. | Not disclosed. | 30% of base salary. | Discretionary; can be higher for above-target; must be employed on payment date except as per severance provisions. | Cash and/or equity/equity-based awards; determination made before Jan 1 of performance period when equity is used; paid/granted no later than Mar 15 following year-end. |
Equity awards (initial eligibility)
| Award type | Grant/eligibility | Amount | Price | Vesting | Status |
|---|---|---|---|---|---|
| Stock options (ISO) | Eligible for initial option award subject to plan share availability and Board approval. | 40,000 shares. | Exercise price = fair market value at grant. | Vesting schedule and other terms to be determined by Board. | Eligibility specified; grant details to be set by Board. |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Not disclosed for Mr. Shah in the Sept 26, 2024 security ownership table (pre-dating his start date). |
| Options/RSUs outstanding | Initial option eligibility disclosed; specific grants/vesting not disclosed yet. |
| Hedging/pledging policy | Company policy prohibits short-term trading, short sales, hedging, and pledging of Company stock. |
| Clawback | Clawback policy allows recovery of incentive compensation upon an accounting restatement. |
| Ownership guidelines | No specific executive stock ownership guidelines disclosed. |
Employment Terms
- Start date and role: CFO effective November 16, 2024; reports to the CEO.
- Term: Three years from the Effective Date.
- Good Reason (summary): Material reduction in duties, salary reduction, failure of successor to assume agreement after a Change of Control, certain relocations, or material breach by Company (with notice/cure and timing requirements).
- Cause (summary): Conviction/plea of certain crimes; fraud/embezzlement; material reputational/business injury; gross negligence/willful misconduct or refusal to follow lawful instructions; breach of restrictive covenants/material policy violations (with cure/hearing rights where applicable).
Severance and benefits
| Scenario | Cash severance | Bonus treatment | Health benefits | Equity treatment | Notes |
|---|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason (no CoC) | 6 months of base salary (=$157,500 based on $315,000). | Prior-year unpaid bonus paid; pro-rata current-year bonus. | COBRA premium reimbursement for 12 months (ceases earlier upon other coverage; subject to legal constraints). | Not specified beyond general plan/award terms (no automatic acceleration in this case). | Subject to execution (and non-revocation) of release within 60 days. |
| Death or Disability | No base multiple; salary continues per accrued; see bonus/benefits. | Prior-year unpaid bonus; pro-rata current-year bonus. | COBRA premium reimbursement for 12 months. | Accelerated vesting: 100% for equity received in payment of base or bonus; for other equity: greater of next 12 months’ scheduled vesting or plan/award acceleration; options/SARs exercisable for 12 months (not beyond expiry). | |
| Change of Control + termination (double trigger: without Cause or for Good Reason upon/within 24 months after CoC or within 60 days prior) | Lump sum = 12× monthly base salary (=$315,000 based on $315,000/yr) plus higher of target bonus (30%=$94,500) or prior-year bonus; timing per agreement. | As noted; includes Unpaid Prior Year Bonus; pro-rata current-year bonus applies in some scenarios per agreement. | Payment equal to 12× monthly COBRA premium (two-thirds lump sum, one-third in installments) or paid over 12 months if termination occurs within 60 days prior to CoC; subject to legal constraints/other coverage. | Immediate and full acceleration of all outstanding equity awards; stock options/SARs exercisable for 24 months (not beyond expiry). |
Restrictive covenants
- Non-compete: 24 months post-termination; applies in U.S./EU states where Company conducts business; “competitive” defined as same mechanism of action or same/similar indication.
- Customer non-solicit and non-acceptance: 12 months post-termination.
- Employee/contractor non-solicit and non-acceptance: 12–24 months post-termination (12 months for solicit; 24 months for acceptance/hiring).
- Confidentiality: 7 years post-employment; trade secret protections survive as applicable.
- Non-disparagement: During employment and at all times thereafter, subject to legal carve-outs.
- Release requirement: Severance contingent on timely-executed release with revocation period expired.
- Indemnification: Separate indemnification agreement executed contemporaneously. –
Compensation Structure Observations
- Equity capacity: Shareholders approved expanding the 2017 Equity Incentive Plan from 500,000 to 2,000,000 shares (Nov 12, 2024), increasing headroom for equity awards to executives and employees. –
- Anti-hedging/pledging: Strict prohibitions enhance alignment with shareholders and reduce risk of hedging/pledging conflicts.
- Clawback: Accounting restatement clawback in place, aligning with best practices.
- Bonus metrics: Annual bonus metrics are set by the Board; specific financial/operational weights/targets are not disclosed, implying discretionary oversight.
Risk Indicators & Red Flags
- No hedging/pledging allowed (policy-based control).
- No tax gross-ups disclosed in Mr. Shah’s employment terms. –
- Double-trigger CoC acceleration (standard governance-friendly construct; avoids single-trigger windfall).
- Robust non-compete and confidentiality terms (24 months; 7-year confidentiality).
- Clawback policy for restatements.
Investment Implications
- Alignment: Base salary is modest for a public-company CFO with at-market option eligibility and potential for equity bonus payments, aligning upside with shareholders; anti-hedging/pledging and a clawback further support alignment.
- Retention/cost on exit: Severance at 0.5x base for no-cause/Good Reason and 1x base + bonus equivalents on CoC double-trigger provides retention without excessive parachute risk.
- Equity overhang: The plan share increase to 2,000,000 expands capacity for future grants—monitor dilution and award sizing (especially initial 40,000-option eligibility). –
- Metric transparency: Bonus goals/weights are not publicly specified, introducing discretion risk in pay-for-performance assessments; track future proxy disclosures for metric clarity and payouts.
- Execution track record: Prior success in capital markets (>$150M at Aravive; Pacira IPO readiness) suggests capability in financing strategy and IR during Adial’s development stage.