Gregory Gorgas
About Gregory Gorgas
Gregory D. Gorgas is President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director at Artelo Biosciences (ARTL), appointed April 3, 2017; he was age 61 as of November 8, 2024, and holds an MBA from the University of Phoenix and a BA in economics from California State University, Northridge . Prior roles include Senior Vice President, Commercial at Mast Therapeutics, Managing Director at Theragence (co-founder), and senior marketing leadership at Biogen Idec; he helped Mast raise over $50M in new capital . Pay-versus-performance disclosure shows the value of a fixed $100 investment in ARTL at $71.10 (2021), $26.39 (2022), and $12.79 (2023), alongside GAAP Net Income of $(9,443)k, $(10,083)k, and $(9,829)k respectively . ARTL disclosed going-concern risk and a need for additional financing, highlighting execution risk under Mr. Gorgas’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mast Therapeutics | SVP, Commercial; Corporate Officer | 2011–2017 | Commercial leadership; business development; helped raise >$50M capital |
| Theragence (co-founder) | Managing Director | 2009–2011 | Applied computational intelligence to mine/analyze clinical data |
| Biogen Idec | Senior Director, Global & U.S. Marketing (cancer) and prior roles | 1997–2008 | Led marketing, operations, BD; global commercialization responsibility |
External Roles
No public company directorships or external board roles were disclosed for Mr. Gorgas in the filings reviewed; ARTL’s board composition and independence were provided without external directorship listings .
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $425,000 | $440,000 | $485,417 | $520,000 |
| Target Bonus % of Salary | 50% | 50% | 50% | 50% |
| Actual Bonus Paid ($) | $210,375 | $209,000 | $251,203 | $242,450 |
| All Other Compensation ($) | $2,916 (life insurance) | $5,831 (life insurance) | $5,831 (life insurance) | $58,004 (health $52,173; life $5,831) |
| Total Cash Comp ($) | $638,290 total incl options; cash subtotal $638,290 − $3,570,157 options | $654,831 | $994,095 | $1,060,470 |
Notes:
- Employment agreement sets target bonus at up to 50% of base salary, determined by Board/Comp Committee .
- Company pays life insurance premiums up to $1,000,000 coverage .
Performance Compensation
Annual Incentive Plan (cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Board-defined performance objectives | Not disclosed | Not disclosed | Not disclosed | FY21 $210,375; FY22 $209,000; FY23 $251,203; FY24 $242,450 | Cash; no vesting |
Equity Awards (options)
| Grant Date | # Options | Strike | Expiration | Vesting Schedule | Grant-Date FV / Modification |
|---|---|---|---|---|---|
| Aug 29, 2019 | 75,000 | $1.99 | Aug 29, 2029 | Ratably over 48 months starting Aug 29, 2019 (fully vested Aug 29, 2023) | $138,058 FV |
| Feb 12, 2021 | 834,500 | $2.66 | Feb 12, 2031 | 50% at 1-year; 50% at 2-year anniversary | Not separately disclosed |
| Mar 5, 2021 | 575,100 | $1.52 | Mar 5, 2031 | 25% at 1-year; 1/48 monthly thereafter; 100% accel if terminated within 12 months post-CoC (double-trigger) | Not separately disclosed |
| Dec 3, 2021 | 1,355,000 | $0.63 | Dec 3, 2031 | 25% on Dec 3, 2022; remainder monthly over 36 months | Not separately disclosed |
| Feb 1, 2023 | 85,000 | $3.15 | Feb 1, 2033 | 21,250 vests Jan 2024; then 1,770/mo Feb–Jul 2024; 1,771/mo Aug 2024–Jan 2027 | |
| Jan 5, 2024 | 92,000 | $1.49 | Jan 5, 2034 | 23,000 on Jan 31, 2025; 1,917/mo to Jan 2028 | |
| Portfolio-wide modification | 488,069 repriced to $1.55 (Feb 28, 2024); vest reset: for groups below, tranche on Feb 28, 2025 then equal monthly to Feb 2027 | Additional option award $124,182 (modification accounting) ; proxy notes $210 incremental expense |
Modified vesting schedules as of 12/31/2024 (post-repricing) :
- 5,000 options (Aug 29, 2029): 1,667 on Feb 28, 2025; 139/mo to Feb 2027
- 55,634 options (Feb 12, 2031): 18,546 on Feb 28, 2025; 1,545/mo to Feb 2027
- 38,340 options (Mar 5, 2031): 12,780 on Feb 28, 2025; 1,065/mo to Feb 2027
- 90,334 options (Dec 3, 2031): 30,112 on Feb 28, 2025; 2,509/mo to Feb 2027
- 85,000 options (Feb 1, 2033): 28,333 on Feb 28, 2025; 2,361/mo to Feb 2027
Pay-versus-performance (Company disclosure)
| Year | SCT Total for PEO ($) | Compensation Actually Paid (CAP) to PEO ($) | Value of Fixed $100 Investment (TSR) ($) | GAAP Net Income ($000s) |
|---|---|---|---|---|
| 2021 | 638,290 | (1,729,762) | 71.10 | (9,443) |
| 2022 | 654,831 | (153,810) | 26.39 | (10,083) |
| 2023 | 741,248 | 525,373 | 12.79 | (9,829) |
Equity Ownership & Alignment
Beneficial ownership as disclosed over time:
| As-of Date (Doc) | Shares Held | Options/Warrants Exercisable within 60 Days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Apr 22, 2021 (DEF 14A) | 270,676 | 52,933 | 323,609 | 1.40% |
| May 9, 2022 (DEF 14A) | 270,676 | 682,201 options; 20,110 warrants | 952,877 | 2.25% |
| Apr 21, 2023 (DEF 14A) | 20,446 | 115,872 (incl. 106 warrants) | 136,318 | 4.77% |
| Feb 27, 2025 (10-K FY2024, Item 12) | 20,446 (incl. 2,400 trust per footnote) | 125,891 | 146,337 | 3.5% |
| Jul 25, 2025 (DEF 14A Special Mtg) | 3,407 (3,007 direct; 400 Family Trust) | 30,160 | 33,567 | 4.8% |
Alignment policies:
- Insider trading policy prohibits short sales, trading in publicly-traded options/derivatives (outside company awards), pledging company securities as collateral, and holding shares in margin accounts .
- No stock ownership guideline disclosure was found; beneficial ownership includes indirect holdings via Gorgas Family Trust where noted .
Options status at 12/31/2024 (high-level):
- Unexercisable tranches outstanding include 5,000 (2019), 55,634 (2021–Feb), 38,340 (2021–Mar), 90,334 (2021–Dec), 85,000 (2023–Feb), 92,000 (2024–Jan) at modified strikes of $1.55 (legacy) and $1.49 (new 2024 grant), with scheduled monthly vesting through 2027–2028 .
Employment Terms
| Provision | Terms |
|---|---|
| Base salary & target bonus | Base salary $520,000 (current); target bonus up to 50% of salary; eligible for employee benefit plans |
| Life insurance | Company-paid premiums for coverage up to $1,000,000; beneficiary selected by executive |
| Severance (outside CoC window) | 12 months of base salary paid monthly; lump sum pro-rata portion of target bonus; up to 12 months COBRA reimbursements; accelerated vesting of 100% time-based awards and performance-based awards to the extent goals achieved/expected |
| Severance (within 3 months prior to and 12 months after CoC) | Lump sum equal to 12 months base salary + pro-rated annual bonus at target; up to 12 months COBRA reimbursements; accelerated vesting of 100% of time-based and performance-based equity awards |
| 280G cut-back vs full payments | “Best net” approach: deliver in full or reduce to avoid excise tax, whichever yields greater after-tax benefit (no gross-up) |
| Conditions | Release of claims; non-disparagement; continued adherence to non-solicitation |
Compensation Structure Analysis
- Mix and trends: Base salary increased from $425k (2021) to $520k (2024); annual cash bonuses paid each year; equity grants are predominantly stock options with large 2021 multi-tranche awards, and a broad 2024 option repricing to $1.55 that also modified vesting schedules .
- Option repricing/modification: 488,069 options repriced to $1.55 on Feb 28, 2024 with vest resets; 10-K shows $124,182 incremental option award from modification, while the proxy notes $210 incremental expense under ASC 718; repricing and vest resets are generally a shareholder-unfriendly red flag unless expressly justified by retention exigencies .
- Performance metrics: Company discloses target bonus subject to Board-defined objectives, but specific metrics, weights, and targets are not disclosed; pay-versus-performance shows declining TSR and persistent GAAP losses during 2021–2023 .
Board Governance and Compensation Committee
- Board independence: six of seven directors are independent; Mr. Gorgas is not independent due to executive role .
- Compensation Committee: Steven Kelly (Chair), Dr. Greg Reyes, and Tamara A. (Seymour) Favorito; all independent per SEC/Nasdaq standards; charter available on company website .
Risk Indicators & Red Flags
- Going concern and financing risk: ARTL disclosed substantial doubt about ability to continue as a going concern and a need to raise additional capital, which elevates execution and retention risk .
- Option repricing/modification: Broad repricing and vest reset in 2024 is a governance and alignment concern; investors should scrutinize rationale and disclosure around retention vs. pay reset .
- Hedging/pledging: Policy prohibits pledging and margin accounts, which supports alignment and reduces collateral-related forced sales risk .
Investment Implications
- Pay-for-performance alignment: Cash bonuses have continued despite negative GAAP net income and weak TSR over 2021–2023; absence of disclosed performance metrics and the 2024 option repricing suggest weaker alignment to shareholder outcomes; monitor future disclosures for metric rigor and discretionary judgments .
- Retention and selling pressure: Significant unvested options with accelerated vesting features in change-of-control and scheduled monthly vesting through 2027–2028 can create mechanical liquidity events; monitor Form 4 filings for sales around vest dates and any 10b5-1 plans to gauge selling pressure and pre-committed diversification .
- Change-of-control economics: 100% equity acceleration plus 12 months salary and target bonus is standard but may reduce retention in sale scenarios; however, no tax gross-up and a “best net” 280G approach are shareholder-favorable .
- Execution risk: ARTL’s clinical-stage profile, going-concern language, and capital needs heighten operational risk; compensation and retention strategies should be evaluated in context of capital runway and milestone delivery .
Appendix: Additional Data References
- Biography and education: MBA and BA; prior roles at Mast Therapeutics, Theragence, Biogen Idec .
- Beneficial ownership policy: prohibition on hedging and pledging .
- Board composition details and age/appointment date .
- Equity plan inventory: Options outstanding and plan capacity as of 12/31/2024 (773,605 options outstanding; weighted avg exercise $1.84; 755,618 shares available) .
