David Goldstein
About David Goldstein
David M. Goldstein, Ph.D., age 59, is Chief Scientific Officer (CSO) at Alumis Inc., a role he has held since September 2021 . He holds a Ph.D. in chemistry from the University of Virginia and a B.A. in chemistry from Franklin & Marshall College . Prior roles include CSO and Site Head at Principia Biopharma (acquired by Sanofi) and senior medicinal chemistry leadership at Roche; he also served as a Consulting Assistant Professor at Stanford University . While the proxy does not disclose TSR/revenue/EBITDA-growth metrics, 2024 corporate goals were scored at 105% for annual bonuses, indicating above-target operational execution for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Principia Biopharma (Sanofi-acquired) | Chief Scientific Officer; later Site Head & CSO | 2016–2020 (CSO); 2020–2021 (Site Head & CSO) | Led R&D; tenure culminated in acquisition by Sanofi; deep autoimmune/inflammation focus . |
| Roche Holding AG | Senior Director, Medicinal Chemistry; Head of Inflammation Chemistry | 1994–2011 | Built and led inflammation chemistry; senior medicinal chemistry leadership . |
| Stanford University | Consulting Assistant Professor | (prior; year not specified) | Academic engagement/teaching role complementing industry leadership . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Stanford University | Consulting Assistant Professor | (not specified) | External academic role; complements industry expertise . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 380,000 | 466,500 |
| Option Awards (Grant Date Fair Value, $) | 543,359 | 2,593,094 (incl. $36,473 incremental from 3/29/24 repricing) |
| Non-Equity Incentive Plan Compensation ($) | 119,700 | 184,868 |
| Total ($) | 1,043,059 | 3,244,462 |
| Compensation Element | 2024 Detail |
|---|---|
| Base Salary | $508,600 effective upon IPO closing on July 1, 2024 (from $424,400 pre-IPO) . |
| Target Annual Bonus | 40% of base salary . |
| 2024 Corporate Goal Achievement | 105% (used for bonus determination) . |
| Clawback Policy | Adopted June 2024 in compliance with Dodd-Frank/Nasdaq/SEC rules . |
Performance Compensation
| Metric/Instrument | Structure | Target/Thresholds | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Annual Bonus | Corporate objectives plus individual contributions | Target: 40% of base salary; Corporate score: 105% | $184,868 paid for 2024 | Annual (following Board determination) . |
| Stock Options (time-based) | Multiple grants; standard option awards | N/A | N/A | Most grants vest 25% at 1-year cliff then monthly over 4 years; one grant vests 1/3 at 2 years then monthly over next 4 years (6-year schedule) . |
| Performance Option Plan (POP) — 5/6/2024 grant (206,074 shares) | Share-price performance with service condition; early-exercise feature | 30-day VWAP targets: $46.75 (≤4 years), $70.125 (≤5 years), $93.50 (≤6 years) | Not disclosed as attained | Service vests 1/36th monthly within each tranche; performance target(s) must be met; special post-termination and change-in-control (CIC) treatment applies . |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Equity Incentive (Unearned) (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 1/27/2022 | 171,122 | — | 88,378 | 8.84 (repriced 3/29/24) | 1/26/2032 |
| 1/27/2022 | 42,780 | — | 11,587 | 8.84 (repriced) | 1/26/2032 |
| 6/22/2023 | 11,978 | — | 9,046 | 8.84 (repriced) | 6/22/2033 |
| 10/9/2023 | 30,642 | — | 21,705 | 8.84 (repriced) | 10/8/2033 |
| 6/6/2024 | 53,475 | — | 53,475 | 13.32 | 6/5/2034 |
| 5/6/2024 (POP) | — | 206,074 | 206,074 (performance tranches) | 10.19 | 5/5/2034 |
Vesting mechanics (summary):
- Standard grants: 4-year vest (25% at 1-year cliff, then monthly); one 6-year grant (1/3 at year 2, then monthly) .
- POP: Three share-price hurdles ($46.75/$70.125/$93.50) within 4/5/6 years; service vests monthly; early-exercise allowed; post-termination vesting window for met performance; CIC conversion/acceleration features as detailed below .
Option repricing: On 3/29/2024, the Compensation Committee reduced exercise prices of certain outstanding options (including Goldstein’s) to $8.84 to retain/incentivize without additional dilution; resulted in incremental fair value of $36,473 to Goldstein’s 2024 option-award fair value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 732,968 shares; less than 1% of voting power . |
| Ownership Breakdown | 207,903 shares held by Baily Goldstein Living Trust (trustee); 8,994 shares held by family in his residence; 516,071 shares subject to options exercisable within 60 days (includes 206,074 POP options early exercisable only upon performance condition) . |
| Pledging/Hedging | Company policy prohibits hedging, pledging, option trading, and margin accounts for all insiders . |
| Stock Ownership Guidelines | Not disclosed in the proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter | Entered September 2021; at-will; initial base $360,000; initial target bonus 35%; initial option for 213,903 shares (pre-IPO Class A, now common) . |
| Severance (non-CIC) | If involuntary termination without cause or constructive termination: 9 months base-salary continuation; up to 9 months COBRA reimbursements; equity vesting acceleration equal to what would have vested by first anniversary of termination; release required . |
| CIC (legacy terms per proxy) | 50% acceleration of then-unvested 2021 option (213,903 shares) immediately prior to a CIC (other than excluded CIC) if in service; if terminated without cause/constructive termination within 12 months post-CIC (including excluded CIC), 100% of then-unvested 2021 option accelerates (release required) . |
| CIC (Company Severance Plan effective 2/18/2025) | If covered and terminated during CIC period: 6–18 months base salary (tiered), 1.0x–1.5x target bonus (tiered), company-paid COBRA up to CIC severance period, and full acceleration of outstanding unvested equity awards; outside CIC period: 3–12 months base, prorated target bonus, COBRA up to non-CIC severance period; release required . |
| POP Options (5/6/2024) | If voluntary resignation: service-satisfied POP tranches remain eligible to vest for 1 year if performance targets are later hit; if terminated without cause/constructive termination: same for 2 years; at CIC, performance targets deemed met for tranches at or above deal value; service condition fully satisfied immediately before CIC if in service or if earlier terminated without cause/constructive termination and CIC occurs within 1 year . |
| Definitions | “Cause,” “Change of Control,” “Constructive Termination,” and “Excluded CIC” defined in proxy; e.g., CoC includes 50%+ beneficial ownership change, certain mergers, sale of substantially all assets . |
| Clawback | Compensation recovery policy adopted June 2024 . |
Governance and Compensation Committee
- Compensation Committee: Alan B. Colowick (Chair), James B. Tananbaum, and Lynn Tetrault (since 6/3/2025); Zhengbin Yao stepped down 6/3/2025; all deemed independent .
- Role includes executive/director compensation, plan administration, severance/CIC protections, and succession planning .
- Peer group/consultant usage/target percentile: Not disclosed in proxy .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting agenda included director elections and auditor ratification; no say-on-pay proposal was presented .
- Voting results (8-K): director nominees elected; auditor ratified; no say-on-pay tally disclosed .
Risk Indicators & Red Flags
- Option repricing (3/29/2024): Exercise prices reduced to $8.84 across certain outstanding options, including NEOs; can be viewed as a shareholder-unfriendly practice if not clearly justified, though the company cites retention/cash preservation and avoiding additional dilution as rationale .
- Hedging/pledging: Prohibited by company policy (alignment positive) .
- Clawback policy: Implemented in 2024 (alignment positive) .
- Related party transactions: Services agreement with Foresite Labs (affiliated with >5% holder); $0.9 million R&D expense in 2024 under the agreement (governance oversight required) .
Investment Implications
- Pay-for-performance: 2024 corporate scorecard at 105% drove above-target bonuses; however, the proxy does not disclose granular weighting or specific operational metrics, limiting transparency for benchmarking .
- Retention risk: Robust severance/CIC protections (including the February 2025 Severance Plan) plus POP options with multi-year, price-based triggers provide retention scaffolding but could concentrate selling pressure around $46.75/$70.125/$93.50 thresholds if tranches unlock concurrently .
- Alignment: Significant option-based exposure (including POP) links upside to share price; hedging/pledging prohibitions and clawback strengthen alignment; lack of disclosed executive ownership guidelines leaves a gap versus best practices .
- Governance watchouts: The 2024 option repricing is a red flag for some investors, though the company framed it as a retention tool without additional dilution; continued monitoring of equity grant practices and use of performance vehicles is warranted .