Oren Gilad
About Oren Gilad
Oren Gilad, Ph.D., age 56, is President & CEO of Aprea Therapeutics (since July 2022) and a director since May 2022; he previously led Atrin Pharmaceuticals (2011–2022) and holds a Ph.D. from UC Davis and a B.S. from Hebrew University, Jerusalem . During 2023–2024, Aprea’s pay-versus-performance disclosure shows TSR values of $71.00 (2023) and $49.70 (2024) per $100 initial investment and net losses of $14.3M (2023) and $13.0M (2024), providing context for incentive outcomes under his tenure to date . The Board maintains an independent Chair (Richard Peters) separate from the CEO role, and Gilad is not an independent director given his executive position .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atrin Pharmaceuticals, Inc. | President & CEO | 2011–2022 | Led development from concept through early/clinical stages; secured financing; executed Aprea transaction . |
| Academic research (incl. UC Davis) | Researcher/Author | ~13-year academic career (pre-2011) | Authored high-impact publications, including work establishing the importance of the ATR pathway in oncology . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None (no current public company boards disclosed) | — | No external public board roles disclosed . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 550,000 | 572,000 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Bonus Paid ($) | 246,950 (non-equity incentive) | 0 (Board determined no 2024 bonuses to maximize cash runway) |
| Stock Awards – Grant Date Fair Value ($) | 20,320 | 44,990 |
| Option Awards – Grant Date Fair Value ($) | 60,160 | 139,611 |
| All Other Compensation ($) | 0 | 3,490 |
| Total Compensation ($) | 877,430 | 760,091 |
Performance Compensation
- Annual cash bonus framework
- 2024 corporate goals included regulatory/clinical milestones, preclinical activities, research objectives, and corporate/business and investor relations goals; target bonus 50% of salary; payout was $0 for 2024 (cash preservation) .
- 2023 non-equity incentive paid was $246,950 (with target bonus 50% of salary); detailed metric weightings and payout percentages were not disclosed .
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus (% of Salary) | 50% | 50% |
| Core Metrics | Corporate and individual goals set by Board (regulatory/clinical, preclinical, research, corporate/IR) | Corporate and individual goals set by Board (regulatory/clinical, preclinical, research, corporate/IR) |
| Weighting | Not disclosed | Not disclosed |
| Actual Payout ($) | 246,950 | 0 |
| Payout Vesting | Cash, annual | Cash, annual |
- Equity incentives (structures, vesting, and acceleration)
- Options typically vest 25% on first anniversary then monthly over 36 months; 10-year term; options are eligible for accelerated vesting if terminated without cause/good reason within 12 months post-change in control (double trigger) .
- RSUs generally vest in three equal annual tranches; RSUs accelerate in full upon death, disability, or change in control; pro-rata vesting possible upon certain terminations prior to first anniversary for the tranche scheduled at one year .
| Grant Date | Award Type | Quantity | Exercise Price ($) | Expiration | Vesting | Acceleration Terms |
|---|---|---|---|---|---|---|
| 5/30/2018 | Stock Options | 2,557 (exercisable) | 8.80 | 5/29/2028 | Legacy schedule (pre-merger plan) | Not specified in table footnotes for this grant . |
| 7/28/2022 | Stock Options | 4,492 ex.; 2,943 unex. | 21.80 | 7/27/2032 | 25% at 1-yr, then monthly over 36 months | Double-trigger acceleration within 12 months post-CIC for options . |
| 7/28/2022 | RSUs | 1,689 unvested | — | — | 1/3 annually on anniversaries | Full acceleration on CIC, death, disability . |
| 3/09/2023 | Stock Options | 7,000 ex.; 9,000 unex. | 5.08 | 3/08/2033 | 25% at 1-yr, then monthly over 36 months | Double-trigger acceleration within 12 months post-CIC for options . |
| 3/09/2023 | RSUs | 2,667 unvested | — | — | 1/3 annually on anniversaries | Full acceleration on CIC, death, disability . |
| 3/28/2024 | Stock Options | 26,900 unex. | 6.69 | 3/27/2034 | 25% at 1-yr, then monthly over 36 months | Double-trigger acceleration within 12 months post-CIC for options . |
| 3/28/2024 | RSUs | 6,725 unvested | — | — | 1/3 annually on anniversaries | Full acceleration on CIC, death, disability . |
Notes on selling pressure:
- As of 12/31/2024, unvested RSUs total 11,081 (1,689 + 2,667 + 6,725), creating scheduled vesting events over 2025–2027; unexercisable options total 38,843 (2,943 + 9,000 + 26,900), a potential future exercisable supply as tranches vest .
- Company policy prohibits hedging and pledging (including margin accounts), reducing forced-sale risk from collateral calls .
Equity Ownership & Alignment
| Item (Record Date: April 10, 2025) | Amount |
|---|---|
| Directly owned shares | 331,389 |
| Indirect (adult children) | 1,800 (disclaimed by Gilad) |
| Options exercisable within 60 days | 24,668 |
| Warrants (Tranche A + B) | 2,000 total (1,000 + 1,000) |
| Total beneficial ownership (shares) | 359,857 |
| Ownership as % of 5,525,172 SO | 6.48% |
| Anti-hedging/pledging policy | Hedging and pledging prohibited |
Vested vs unvested snapshot (equity awards as of 12/31/2024):
- Options: 2,557 + 4,492 + 7,000 exercisable; 2,943 + 9,000 + 26,900 unexercisable .
- RSUs: 1,689 (2022), 2,667 (2023), 6,725 (2024) unvested; RSUs vest 1/3 annually and fully accelerate on CIC, death, disability .
Employment Terms
- At-will; initial base salary $500,000; target bonus 50% of salary; current base increased to $572,000 effective 1/1/2024 .
- Severance (no CIC): If terminated without cause or for good reason, 12 months base salary, prorated target bonus for year of termination, and up to 12 months COBRA premium payments, subject to release .
- Severance (with CIC – double trigger within 12 months post-CIC): 18 months base salary and COBRA premium coverage; options eligible for CIC-related acceleration upon qualifying termination; RSUs accelerate in full on CIC per award terms .
- 280G “better-of” provision (cut to avoid excise tax if net after-tax is higher); no tax gross-up disclosed .
- Protective covenants: confidentiality; 12-month non-compete and non-solicit post-termination .
Board Governance (Director-Specific)
- Board service: Director since 2022; standing for re-election as Class III director at 2025 annual meeting; term would expire 2028 if elected .
- Committee roles: None (as CEO director) .
- Independence: Not independent due to executive role .
- Board leadership: Independent Chairman (Richard Peters); roles of Chair and CEO separated; independent directors meet without management .
- Attendance: In 2024, Board held 4 meetings; each director attended ≥75% of Board and committee meetings .
- Employee-director pay: Gilad receives no additional compensation for Board service (compensated as CEO) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| TSR – Value of $100 Investment ($) | 71.00 | 49.70 |
| Net Loss ($ thousands) | (14,287) | (12,959) |
Selected achievements and background:
- Led Atrin transaction with Aprea; broad development leadership across preclinical and clinical phases; extensive oncology/scientific background including foundational ATR pathway research .
Compensation Committee Analysis
- Composition: Dr. Peters (Chair), Dr. Pamukcu, Mr. Duey; all independent per Nasdaq/SEC rules .
- Consultant usage: Pay Governance advised in 2023 on program design and competitiveness; Committee evaluated and found consultant independent (no conflicts) .
- Risk and practices: No option repricings or award modifications in 2023–2024; grants generally occur in Q1 post-10-K filing; grants not timed around MNPI; no 401(k) match in 2024 .
Related Party Transactions
- None meeting disclosure thresholds since January 1, 2024; Audit Committee reviews/approves any related person transactions under policy .
Say-on-Pay & Shareholder Feedback
- 2025 includes the company’s first “Say on Pay” and “Say on Frequency” votes following loss of EGC status; Board recommends annual say-on-pay votes .
Investment Implications
- Pay-for-performance alignment: CEO target bonus at 50% of salary but $0 paid for 2024 (cash conservation), while equity remained a meaningful component (2024 grant-date values: $44,990 RSUs; $139,611 options), reflecting higher at-risk, equity-linked pay during ongoing clinical execution .
- Retention risk vs. overhang: Significant unvested RSUs (11,081) and unexercisable options (38,843) as of 12/31/2024 incentivize multi-year retention but imply future supply as awards vest/exercise; anti-hedging/pledging reduces forced-sale risks .
- Change-in-control economics: Double-trigger cash severance (18 months) alongside equity accelerants (single-trigger for RSUs; double-trigger for options) could create deal-closing continuity but may draw scrutiny from governance-focused investors on single-trigger RSU terms .
- Skin-in-the-game: 6.48% beneficial ownership signals substantial alignment with shareholders, notable for a small-cap clinical-stage biotech; no pledging allowed per policy .
- Governance mitigants: Independent Chair; independent committees; no related party transactions; consultant independence; no option repricings—favorable governance posture amidst clinical and financing execution challenges .