Shahrokh Shabahang
About Shahrokh Shabahang
Shahrokh Shabahang, D.D.S., MS, Ph.D., is Chief Innovation Officer (CIO) and a Director at Aditxt (ADTX), serving since the company’s inception; he is 62 years old and is a co-inventor/operator with deep immunology/biotech experience, including founding and leading Sekris Biomedical, clinical development leadership at Genelux, and academic lab leadership at Loma Linda University (LLU) . Education: D.D.S. (University of the Pacific, 1987) and Ph.D. in Microbiology & Molecular Genetics (LLU, 2001); UC Santa Barbara undergraduate studies (1982–1984) . The 2025 proxy does not disclose total shareholder return (TSR), revenue growth, or EBITDA growth metrics linked to his pay; his bonus is discretionary with a 40% target of base salary and objectives set by the Board/Compensation Committee, indicating limited explicit pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sekris Biomedical Inc. | Co-founder; Chairman & CEO | 2009–(dissolved 2019) | Incubated immunotherapy technologies; platform origin for later licensing/transactions . |
| Genelux Corporation | Led clinical development; Board Secretary; co-inventor of oncolytic virus | 2004–2007 | Raised $20M+; secured First-In-Human clinical approvals in Europe for refractory cancer patients . |
| Loma Linda University (LLU) | Director, Microbiology & Molecular Biology Lab | 2001– | Developed antimicrobial therapeutic for dental infections licensed/marketed by a large dental distributor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LLU (Academic) | Lab Director and researcher | 2001– | Infectious disease/host immune response research; product licensing outcome . |
| Genelux | Board Secretary (in addition to clinical lead) | 2004–2007 | Early-stage governance exposure in oncology biotech . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 293,502 | 325,000 |
| Bonus ($) | 0 | 0 |
| All Other Compensation ($) | 30,000 (includes Pearsanta option consideration) | 0 |
| Total ($) | 358,837 | 325,000 |
Notes:
- Base salary per employment agreement: increased to $325,000 effective Jan 1, 2022 (still in effect) .
- 2024 salary is reported on an accrued basis; management voluntarily forwent payroll at times in 2024 .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual 2023 | Actual 2024 | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; performance objectives set by Board/Comp Committee | Not disclosed | 40% of Base Compensation | $0 | $0 | Discretionary; no formulaic metrics disclosed | N/A |
| Equity Awards (ADTX) | Options/stock awards | N/A | N/A | Option awards $35,336 (grant-date FV) | $0 | Not detailed (mix/vesting not specified for 2023 awards) | Not disclosed |
| Equity Awards (Pearsanta, Inc.) | Options (subsidiary) | N/A | N/A | Included in “All Other” ($30,000) | N/A | Subsidiary options noted, but Dr. Shabahang not itemized in the Pearsanta outstanding awards table | Not disclosed |
Observations:
- No explicit revenue/EBITDA/TSR or ESG metrics disclosed for his annual bonus. Design remains largely discretionary with a fixed target percentage, weakening direct pay-for-performance alignment .
Equity Ownership & Alignment
Beneficial ownership (as of January 21, 2025 Record Date)
| Holder | Total Shares | % Outstanding | Direct | Options (Exercisable) | Warrants | Notes |
|---|---|---|---|---|---|---|
| Shahrokh Shabahang, D.D.S., MS, Ph.D. | 198 | <1% | 15 | 179 | 4 | Warrants include 1 Series A warrant (accrued comp conversion) and 3 trust-held; trust is Shabahang-Hatami Family Trust (he is trustee) . |
Source: Security ownership table (Jan 27, 2025 DEF 14A) .
Outstanding equity awards disclosure:
- ADTX “Outstanding Equity Awards at Fiscal Year-End” table (12/31/2024) does not list Dr. Shabahang among named executives with outstanding ADTX option lines; however, “All Other Compensation” indicates Pearsanta Inc. option grants to Dr. Shabahang (subsidiary), though his specific Pearsanta option line is not shown in the Pearsanta table excerpt (Albanna/Pankovcin/Farley are listed) .
Stock ownership guidelines / pledging:
- No stock ownership guidelines or pledging/hedging disclosures specific to Dr. Shabahang were identified in the 2025 proxy sections reviewed (ownership table, executive compensation, and governance sections) .
Related-party capital support (alignment and governance risk):
- Dr. Shabahang provided unsecured loans to the Company: $115,000 on Feb 29, 2024 (8.5% prime, extended to Jan 31, 2025; $40,000 principal outstanding at 12/31/2024, repaid post year-end) and $100,000 on Jun 12, 2023 (8.25% prime, repaid) .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Position | Chief Innovation Officer; executive officer and Director since company inception . |
| Base Salary | $325,000 (effective Jan 1, 2022; current per employment agreement) . |
| Target Bonus | 40% of Base Compensation; discretionary objectives set by Board/Comp Committee . |
| Term / Renewal | Initial term through Nov 14, 2023; auto-renews for successive 1-year periods until terminated . |
| Severance (without Cause / Good Reason) | Lump sum equal to 2x salary + 2x Target Bonus; 12 months medical premium reimbursement; accelerate vesting of pre-effective-date equity awards and make options/SARs fully exercisable . |
| Change of Control (termination within 6 months after or 24 months prior) | Lump sum equal to 2x salary; 24 months medical premium reimbursement; accelerate vesting and option/SAR exercisability for 24 months (not beyond original expiry) . |
| Non-Compete / Non-Solicit | 12 months post-termination . |
| 280G Treatment | “Best net after-tax” cutback (greater of full payments vs reduced below 4999 excise threshold) – no tax gross-up . |
| Clawback | Not specifically disclosed in the excerpted executive agreement; company has code of conduct and governance guidelines; no specific clawback program terms identified in these sections . |
Board Governance (Director Service, Committees, Independence)
- Board service: Director since Aditxt’s inception; nominated for re-election in 2025 .
- Committee roles: No committee assignments (Audit, Compensation, Nominating/Gov committees are led by independent directors) .
- Independence: Identified independent directors are Brady, Nelson, and Hermina; Dr. Shabahang is an executive director and not independent under Nasdaq rules .
- Dual-role implications: As an inside director (CIO + Director) he participates in board deliberations but is not on key oversight committees, which mitigates certain independence concerns; CEO also serves as Chairman (concentration of authority at CEO/Chair level) .
Director compensation context:
- Independent directors received no cash compensation during 2024; prior program (2021–2022) included modest retainers and chair fees; no new program adopted to preserve cash . As an executive, Dr. Shabahang’s director compensation is not separate in the proxy’s 2024 disclosure .
Related Party Transactions (Governance Risk Scan)
- Insider financing: As noted, Dr. Shabahang extended bridge loans to the company in 2023–2024 at prime-linked rates; several CEO loans were also made; board intents to establish formal RPT policies when resources allow, with directors currently approving transactions .
Performance & Track Record
- Biotech value creation highlights prior to Aditxt:
- Genelux (2004–2007): Led clinical development, co-invented oncolytic virus, raised $20M+; First-In-Human approvals in EU .
- LLU (since 2001): Developed antimicrobial therapeutic licensed and marketed by a large dental distributor .
- Company-level TSR/financial outcomes during his tenure are not disclosed in the proxy materials reviewed; no pay metrics tied to TSR/revenue/EBITDA were specified for his incentives .
Compensation Structure Analysis (Signals)
- Cash vs equity mix: 2024 compensation was entirely base salary ($325k), with no bonus or equity grants, indicating low at-risk pay for the year; 2023 included a modest option award ($35k FV) and $30k “all other” (Pearsanta option consideration) .
- Metric design: Annual bonus is discretionary with a fixed 40% target of base, with objectives set by the Board/Comp Committee; no quantified financial/operational goals disclosed, reducing transparency and performance alignment .
- Retention economics: Meaningful severance and change-of-control protection (2x salary + 2x target bonus outside CoC; 2x salary and 24 months medical under CoC) plus accelerated vesting—favorable to executive retention but potentially generous relative to size/financial condition of ADTX .
- Equity pressure: Ownership is <1% with the majority as vested options; limited “skin in the game” may constrain alignment, although insider loans indicate commitment and support during financing stress .
Director Compensation (for context and benchmarking)
| Component | Prior Program (adopted Sept 18, 2021) | 2024 Practice |
|---|---|---|
| Cash retainer (Board) | $11,000/yr (paid quarterly) | No director cash compensation paid in 2024; no new program adopted to preserve cash . |
| Committee Chair fees | $4,000/yr (Audit, Comp, N&G) | Same note as above . |
Equity & Capital Structure Context (Trading-Relevant)
- Significant capital-structure actions sought/approved via shareholder meetings: multi-proposal reverse stock split authority (up to 1:250) and approvals for conversions/warrants under Nasdaq Rule 5635(d), reflecting ongoing capitalization/continued listing objectives .
- These corporate actions can influence incentive realizability (option moneyness) and potential dilution from convertibles/warrants, thus indirectly affecting executive equity wealth and selling pressure dynamics .
Investment Implications
- Pay-for-performance linkage is weak: with discretionary bonus design and no disclosed financial/operational metrics, realized incentive pay has been minimal (no bonuses in 2023–2024), offering little variable alignment signal; 2024 was entirely fixed comp for Dr. Shabahang .
- Retention risk appears moderate: robust severance and CoC protections, plus 12-month non-compete, support stability; however, low current equity exposure (<1%) reduces alignment leverage versus market outcomes .
- Governance outlook: Dr. Shabahang’s dual role as an executive and director is offset by independent control of key committees (he is not a committee member); insider bridge loans demonstrate commitment but underscore financing constraints and related-party oversight sensitivities .
- Trading signals: Reverse-split readiness and repeated 5635(d) approvals suggest continued reliance on equity-linked capital, implying potential dilution and volatility; executive equity realizability and selling pressure likely hinge more on future financings and valuation recovery than on large incumbent insider stakes (his stake is small) .