Kenneth C. Cundy
About Kenneth C. Cundy
Kenneth C. Cundy, Ph.D. (age 65) is Chief Scientific Officer at Anebulo Pharmaceuticals (ANEB), serving since May 2022, with prior R&D leadership roles at CohBar, XenoPort, Gilead Sciences, and Sterling Drug; he holds a B.S. in Pharmacy (University of Manchester), a Ph.D. in Pharmaceutical Sciences (University of Kentucky), and completed postdoctoral training at UC Berkeley . He is credited with major drug development contributions (e.g., tenofovir disoproxil at Gilead; coinventor of XenoPort’s Horizant; numerous INDs/NDAs and 50+ U.S. patents) . The 2025 proxy does not disclose TSR, revenue, or EBITDA performance metrics tied to his pay; recent cash bonuses have been discretionary based on qualitative factors (advancement of ANEB‑001, retention risk, industry trends, capital raising and cash management) rather than formulaic targets .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CohBar, Inc. | Chief Scientific Officer | 2014–2022 | Built mitochondrial peptide platform; advanced lead to clinical proof-of-concept; multiple patents |
| XenoPort, Inc. | CSO; SVP Preclinical & Clinical Sciences; VP Preclinical Development; VP Biopharmaceutics | 2000–2014 | Coinventor of Horizant; drove programs from discovery to approvals in US/Japan |
| Gilead Sciences, Inc. | Senior Director of Biopharmaceutics | 1992–2000 | Key contributor to antiviral franchise incl. Viread (tenofovir disoproxil) and other blockbusters |
| Sterling Drug (Eastman Kodak) | Principal Research Investigator | 1988–1992 | Coinventor of Nanocrystal formulation technology |
Fixed Compensation
- Base salary moved from $373,300 to $388,232 effective Jan 1, 2024; increased to $403,761 commencing Jan 1, 2025 .
- Target annual bonus: 30% of base salary per employment agreement (Board‑discretionary, must be employed through pay date) .
- Discretionary cash bonuses: $111,900 for CY2023 (approved Jan 2024) and $116,470 for CY2024 (approved Jan 2025; included in FY2025 SCT) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 361,650 | 380,766 |
| Bonus ($) | 63,500 | 111,990 |
| Stock awards ($) | — | — |
| Option awards ($) | 70,475 | 119,395 |
| All other comp ($) | — | — |
| Total ($) | 495,625 | 612,151 |
| Base Salary | 2024 | 2025 (as of Jan 1) |
|---|---|---|
| Annual base ($) | 388,232 | 403,761 |
| Target bonus (% of base) | 30% | 30% |
Performance Compensation
- Committee emphasized qualitative, non-formulaic assessments for cash bonuses; not benchmarked to peers; no specific revenue/EBITDA/TSR targets disclosed .
- Equity awards include time‑based options for retention and a performance‑based option that vests upon FDA approval of ANEB‑001 by June 1, 2026 .
| Incentive | Metric/Trigger | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Qualitative (advancement of ANEB‑001, responsibilities, retention risk, industry trends, financing/cash mgmt) | N/A | N/A | $111,900 (CY2023); $116,470 (CY2024) | Cash (approved Jan following year) |
| Performance-based option (grant 6/1/2022; 116,723 sh) | FDA approval of ANEB‑001 by 6/1/2026 | N/A | FDA approval | Unvested/unearned as of 6/30/2024 | 100% upon approval; exercise price $2.91; exp. 6/30/2027 |
| Time-based option (233,446 sh) | Service | N/A | Continuous employment | Vests ratably over 16 quarters 7/1/2022–4/1/2026 | $2.91; exp. 6/30/2027 |
| Time-based option (35,017 sh; 12/9/2022) | Service | N/A | Continuous employment | Vests over 16 quarters starting 1/1/2023 | $3.37; exp. 12/08/2032 |
| Time-based option (72,613 sh; Feb 2024) | Service | N/A | Continuous employment | Vests over 16 quarters starting 4/1/2024 | $2.72; exp. 2/28/2034 |
| Contingent option (115,037 sh) | Stockholder approval of plan increase | N/A | Plan approval | 1/16 vests immediately upon approval, then quarterly on 7/15, 10/15, 1/15, 4/15 over 4 years | Exercise price = close on approval date; 10‑yr term |
Equity Ownership & Alignment
- Beneficial ownership: 215,119 shares via options exercisable within 60 days of record date; <1% of shares outstanding .
- Insider policy prohibits short sales, options, hedging transactions, margin accounts, pledging, and similar speculative activity in company equity—reducing misalignment/pledge risk .
| Beneficial Owner | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kenneth C. Cundy | 215,119 | <1% | Options exercisable within 60 days of record date |
| Outstanding Equity Awards (June 30, 2024) | Exercisable | Unexercisable | Unearned | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| Option (6/1/2022; time‑based) | 116,723 | 116,723 | — | $2.91 | 6/30/2027 | 16 equal quarterly installments 7/1/2022–4/1/2026; full vest on Board‑approved Reorganization Event if employed at approval |
| Option (6/1/2022; performance) | — | — | 116,723 | $2.91 | 6/30/2027 | Vests upon FDA approval of ANEB‑001 by 6/1/2026 |
| Option (12/9/2022; time‑based) | 13,131 | 21,886 | — | $3.37 | 12/08/2032 | 16 equal quarterly installments starting 1/1/2023 |
| Option (Feb 2024; time‑based) | — | 72,613 | — | $2.72 | 2/28/2034 | 16 equal quarterly installments starting 4/1/2024 |
Additional expected grant upon plan increase: 115,037 options with immediate 1/16 vest on approval, followed by quarterly vesting over four years; 10‑year term; exercise price equals close on approval date .
Employment Terms
- At-will employment under May 20, 2022 agreement; principal location Atherton, CA; Board may require travel/other work sites .
- Severance on termination without Cause or resignation for Good Reason: six months of then‑current base salary paid in installments and company‑paid COBRA up to six months (or cash equivalent if needed), subject to timely release; any unvested “Other Stock‑Based Awards” that would have vested in the six months post‑termination vest immediately . The filed employment agreement reflects six months severance and COBRA mechanics .
- Change in Control: All unvested “Other Stock‑Based Awards” become 100% vested if employed at CIC; time‑based option fully vests upon closing of a CIC subject to continuous service at Board approval .
- Non‑compete/Non‑solicit/Confidentiality: Restrictions on competitive activities during employment and for 12 months post‑termination; employee/contractor non‑solit for 12 months; confidentiality and IP assignment obligations; arbitration provision (AAA; San Mateo County, CA) .
- Golden parachute excise tax “best‑net” cutback: Payments reduced if needed to avoid 280G excise tax unless full payment yields better after‑tax outcome .
- Clawback: Board‑adopted policy to recover incentive compensation upon an Accounting Restatement .
- Hedging/Pledging: Insider Trading Policy prohibits hedging, pledging, margin accounts, and other speculative transactions in company securities .
| Key Term | Detail |
|---|---|
| Start date | May 20, 2022 |
| Base salary | $403,761 effective Jan 1, 2025; previously $388,232 effective Jan 1, 2024 |
| Target bonus | 30% of base (discretionary) |
| Severance (no CIC) | 6 months base + up to 6 months COBRA; 6 months’ forward‑vesting acceleration on stock awards upon no‑cause/Good Reason |
| CIC acceleration | 100% acceleration of unvested stock‑based awards; time‑based option fully vests at CIC close if employed at approval |
| Restrictive covenants | 12‑month non‑compete/solicit; confidentiality; IP; arbitration |
| Clawback | Restatement-based recovery of incentive comp |
| Hedging/Pledging | Prohibited (shorts, options, hedges, margin, pledges, standing/limit orders) |
Investment Implications
- Alignment and retention: A large portion of Cundy’s compensation is equity with quarterly vesting across multiple grants through 2028 and a performance option linked to ANEB‑001 FDA approval, creating both retention hooks and milestone‑driven upside; hedging/pledging bans and a clawback policy further align incentives .
- Limited formulaic pay-for-performance: Cash bonuses have been discretionary, not tied to quantitative revenue/EBITDA/TSR metrics; the primary explicit performance lever is regulatory approval of ANEB‑001, which may concentrate payout risk on a binary outcome .
- Change‑in‑control posture: Full acceleration on CIC and modest cash severance (6 months) could reduce resistance to strategic alternatives while limiting cash burn; best‑net 280G cutback avoids excise tax inefficiency .
- Ownership and selling pressure: Beneficial ownership is primarily in options (<1% of outstanding), with quarterly vesting that may periodically increase saleable supply if options become in‑the‑money; company policy mitigates hedging/pledging risks .
- Execution credibility: Deep small‑molecule and clinical development track record (Gilead/XenoPort/CohBar) supports program execution; however, compensation disclosures emphasize qualitative assessments over objective operating targets, which can reduce external transparency into pay‑for‑performance rigor .