Rafael Bejar
About Rafael Bejar
Dr. Rafael Bejar, M.D., Ph.D., age 53, is Senior Vice President and Chief Medical Officer of Aptose Biosciences, a role he has held since January 2020; he is a physician–scientist with deep clinical and translational expertise in hematologic malignancies, and he continues as Associate Professor of Clinical Medicine at UC San Diego (UCSD) with an active lab and patient care . He holds an MD and Neuroscience PhD from UCSD and a BS in Physics from MIT; his training included fellowship at the MGH Cancer Center/Dana-Farber, residency at Brigham and Women’s Hospital (later Medical Chief Resident), and internship at the University of Chicago . Company performance context: Aptose’s cumulative TSR (value of an initial $100 investment) declined from $28 in 2023 to $3 in 2024, and net loss narrowed from $(51.2) million to $(25.4) million over the same period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UC San Diego (UCSD) | Associate Professor of Clinical Medicine; Founder, MDS Center of Excellence; Hematology Disease Team Lead | 2012–present (Team Lead 2017–2019) | Founded MDS Center; led hematology team; directed multiple clinical studies in myeloid malignancies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple pharma sponsors | Member, Independent Data Monitoring Committee | Current | External clinical oversight for trials; independent safety/efficacy monitoring . |
| MDS Foundation | Scientific Advisory Board member | Current | Contributes domain expertise to global MDS community and initiatives . |
| NCCN | Prior member, Guidelines Committee | Prior | Input into national treatment guidelines framework . |
| Leukemia (journal) | Associate Editor | Current | Scientific leadership in hematologic oncology publishing . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Bonus Paid ($) | All Other Comp ($) |
|---|---|---|---|---|
| 2023 | 488,846 | 40% (per employment agreement) | 98,000 | 9,900 (401k) |
| 2024 | 508,092 | 40% (per employment agreement) | 196,000 | 10,350 (401k) |
| 2024 Employment Agreement Reference | 509,600 (annual base at 4/29/2024) | 40% | Discretionary, based on corporate/individual objectives | Standard U.S. benefits; 20 vacation days; 3% non-elective 401(k) contribution |
Performance Compensation
- Annual cash bonus determination: Based on the Corporation’s and executive’s achievement of objectives/milestones set annually by the Board . In 2024, Compensation Committee considerations included tuspetinib clinical progress (completion of dose escalation/exploration and expansion into single agent/combination), luxeptinib program work, cash discipline, and talent environment, among others .
Equity Incentives (Options) – Awards and Vesting
| Grant/Series (per Outstanding Awards) | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Option tranche | 888 | 0 | 2,551.50 | 1-Jan-2030 | Vested; remaining term to expiry |
| Option tranche | 444 | 0 | 3,109.50 | 30-Jan-2030 | Vested; remaining term to expiry |
| Option tranche | 635 | 127 | 1,966.50 | 4-Jan-2031 | 50% vested 1/4/2024; 50% vests 1/4/2025 |
| Option tranche | 777 | 111 | 1,057.50 | 18-Aug-2031 | As disclosed; remaining vests per schedule |
| Option tranche | 889 | 444 | 603.00 | 17-Jan-2032 | 33.33% vested 1/17/2024; 33.33% vests 1/17/2025; 33.33% vests 1/17/2026 |
| Option tranche | 222 | 222 | 297.00 | 18-Jan-2033 | 50% vested 1/19/2024; 16.67% vests 1/19/2025; 16.67% vests 1/19/2026; 16.67% vests 1/19/2027 |
| Option grant (Feb 5, 2024) | 0 | 1,166 | 60.00 | 5-Feb-2034 | Vests over 4 years (time-based) |
Notes:
- 2024 option grant: 1,166 options at $60 strike, 10-year term, 4-year vest; annual options were also granted to other NEOs at the same strike on Feb 5, 2024 .
- Upon termination without cause or resignation for good reason, all unvested equity held by NEOs accelerates and becomes exercisable, subject to award docs .
- Awards are subject to Aptose’s clawback policy; dividend equivalents are not paid on unvested awards; no option/SAR repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,169 shares (includes options currently exercisable or exercisable within 60 days) . |
| Options exercisable within 60 days | 5,925 (included in beneficial ownership calculation) . |
| Ownership % of class | “*” (does not exceed 1% of outstanding shares) . |
| Vested vs. unvested equity | See Outstanding Awards table above for breakdown by tranche . |
| Pledging/hedging | Prohibited under Disclosure and Insider Trading Policy; no pledges disclosed for executives; short sales, options, hedging, margin, pledges barred . |
| Stock ownership guidelines | Not disclosed for executives in the 2025 proxy . |
Insider selling pressure assessment:
- Near-term selling pressure is limited by vesting schedules (several tranches vest through 2027) and by out-of-the-money strike prices on many historical grants, with realizable value tied to future share price performance .
Employment Terms
| Term | Detail |
|---|---|
| Start date and current role | Joined Jan 2020 as SVP & CMO . |
| Latest employment agreement | Amended and restated April 29, 2024 . |
| Base salary | $509,600 (reviewed annually; Board discretion) . |
| Target annual bonus | Up to 40% of current base salary; discretionary based on corporate and individual objectives . |
| Benefits | 3% non-elective 401(k) contribution; U.S. benefits (life/health); 20 vacation days annually . |
| Non-compete | Subject to certain non-compete restrictions (scope not detailed) . |
| Severance (no CoC) | 12 months base salary plus average bonus of last 3 completed years (prorated) and 12 months health benefits if terminated without cause or resigns for good reason; unvested equity vests . |
| Change-of-control (double trigger) | If terminated within 3 months before or 12 months after a CoC: 18 months base salary plus 150% of average bonus of last 3 completed years (prorated) and 12 months health benefits; equity acceleration per award docs . |
| Retention bonus (CoC) | Cash payable within 5 days of CoC closing if actively employed: $199,946.67 for Dr. Bejar . |
Performance & Track Record
- Expertise/impact: Internationally recognized hematologic oncologist; advisor to numerous companies; frequent invited speaker and widely published (NEJM, JCO, Leukemia, Blood, Blood Advances) .
- Company context for pay-for-performance: Pay versus performance disclosure shows compensation actually paid moved with TSR; at current prices, many outstanding options are out-of-the-money, implying low realizable value absent stock appreciation .
- 2024 corporate milestones considered in compensation decisions included tuspetinib program advancement (dose escalation/exploration and expansion) and luxeptinib program manufacturing/readiness, as well as cash discipline and partner management .
Compensation Structure Analysis
- Mix and leverage: Base plus annual cash bonus (target 40%) layered with multi-year stock options vesting over four years; equity subject to company clawback and no repricing policy, supporting alignment but with high performance sensitivity via option-only mix .
- Year-over-year changes: 2024 cash bonus increased vs. 2023 ($196k vs. $98k), while options granted decreased in accounting value ($47,745 vs. $87,345), consistent with market conditions and option pricing at time of grant .
- Plan capacity and dilution: Board sought to increase the 2021 Stock Incentive Plan share reserve by 458,126 shares (≈17.9% of outstanding), bringing total available/outstanding under plans to ≈20% of shares, highlighting reliance on equity for retention and alignment .
- Hedging/pledging risk controls: Explicit prohibition on hedging, pledging, margin transactions; awards subject to clawback tied to restatements .
Performance Compensation – Annual Incentive Mechanics
| Element | Metric Basis | Weighting | Target | Actual | Payout Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Corporate and individual objectives (Board-set annually) | Not disclosed | 40% of base | $98,000 | After year-end |
| Annual Cash Bonus (2024) | Corporate and individual objectives (Board-set annually); see 2024 milestone themes above | Not disclosed | 40% of base | $196,000 | After year-end |
Investment Implications
- Alignment: Bejar’s incentive structure is meaningfully equity-linked (multiple multi-year option tranches; future value depends on stock appreciation), with clawback, no-hedging/pledging rules, and accelerated vesting only on termination without cause/good reason or in CoC scenarios, indicating alignment but with standard biotech retention protections .
- Retention risk: Contractual severance (12 months) and CoC protection (18 months + 150% avg bonus) plus a CoC retention cash grant (~$200k) reduce near-term flight risk; multi-year vesting through 2027 further anchors retention .
- Selling pressure: Many legacy options appear out-of-the-money given TSR trends; this limits immediate monetization and reduces near-term selling pressure, though meaningful upside torque exists if clinical/partnership milestones re-rate shares .
- Dilution watch: The requested ~18% increase to plan share reserve underscores reliance on equity for talent; if approved, total plan overhang near ~20% may pressure dilution-sensitive investors but supports retention/incentives through key clinical catalysts .
Pay–performance linkage: 2023–2024 TSR decline (from $28 to $3 on a $100 base) coincided with low realizable value on outstanding equity; cash bonuses rose in 2024 reflecting milestone progress, while option awards’ accounting value declined—consistent with Black-Scholes inputs and share price dynamics .