Jay Short
About Jay Short
- Co-founder of BioAtla (March 2007) and has served as Chief Executive Officer and Chairman since inception; currently age 67 (as of April 21, 2025). Education: Ph.D. in Biochemistry (Case Western Reserve University); B.A. with honors in Chemistry (Taylor University); Director Certification (UCLA Anderson) .
- Director on BioAtla’s board since July 2020; the board has appointed a Lead Independent Director due to his dual role as CEO and Chairman (Lead Independent Director: Dr. Lawrence Steinman) .
- Pay versus performance: Total Shareholder Return (value of $100 investment) declined from $42.03 (2022) to $12.53 (2023) to $3.01 (2024); Net Loss improved to $69.8m in 2024 from $123.5m in 2023 ($106.5m in 2022). The company is a clinical-stage biotech with no product revenues to date .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 initial value | $42.03 | $12.53 | $3.01 |
| Net Loss ($ millions) | $106.5 | $123.5 | $69.8 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diversa Corporation (now BASF Corporation) | Co-founder; Director & CTO; named President (1998) and CEO (Feb 1999); led IPO (2000) | Eleven-year tenure beginning in 1994 | Built enzyme/antibody platform; led company to IPO, scaling biotech operations |
| Stratacyte Corporation (subsidiary of Stratagene) | President; previously VP R&D and Operations | 1985–1994 | Antibody engineering leadership; operational build-out in biotech tools |
External Roles
| Organization | Role | Years | Strategic/Notable |
|---|---|---|---|
| Invitrogen (now Thermo Fisher Scientific) | Director | 1994–2008 | Oversight at a major life sciences tools company |
| E.O. Wilson Biodiversity Foundation | Founder, President & Chairman | Oct 2005–Jul 2008 | Conservation-focused public charity leadership |
Board Governance and Committee Roles
- Dual role: CEO and Chairman; Lead Independent Director (Dr. Lawrence Steinman) presides over executive sessions of independent directors and coordinates independent director activities .
- Committee composition (independent): Compensation (Chair: Sylvia McBrinn; members: Susan Moran, M.D., and Lawrence Steinman, M.D.); Nominating & Corporate Governance (Chair: Lawrence Steinman, M.D.; members: Susan Moran, M.D., and Mary Ann Gray, Ph.D.); Audit committee described with responsibilities (members referenced in proxy) .
- Meetings/attendance: Board met 4x in 2024; Audit 8x; Compensation 4x; Nominating & Governance 4x; each director attended at least 75% of meetings .
- Director pay: Non-employee directors receive cash retainers and RSUs; Dr. Short receives no additional compensation for board service as an employee director .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 713,420 | 734,820 |
| Annual Cash Bonus Paid ($) | 419,491 | 275,558 |
- 2024 target bonus opportunity: 60% of base salary for CEO; corporate bonus payout funded at 62.5% of target based on goal achievement .
- Rationale: 2024 base salary adjustments considered Aon peer data and responsibilities; CEO increase approved by the Board .
Performance Compensation
2024 Annual Cash Incentive – Design and Outcome
| Component | Weighting | Target/Payout Mechanics | 2024 Outcome |
|---|---|---|---|
| Corporate Performance Goals (CEO bonus solely tied to corporate goals) | Overall corporate weighting drives payout | Threshold 50%; payout range 50–125% of target; CEO target 60% of base | Paid at 62.5% of target; CEO payout $275,558 |
| 2024 Corporate Goal | Weight | Achievement Detail |
|---|---|---|
| Deliver near-term value drivers (BA3071 registrational strategy; ADC program-enabling studies; partnership; capital raise) | 70% | Partially achieved – 32.5/70%; registrational strategy mostly completed; ADC enabling studies completed; Context licensing agreement; financing/partnering progress |
| Build on the vision (advance pipeline to IND/partnering; financial/people goals; raise CAB awareness) | 30% | Achieved – 30/30%; IND clearance (Nectin-4 ADC); partnered BA3362; extended cash runway; employee objectives met; publication plan delivered |
Long-Term Equity Incentives (Time-based)
| Grant | Type | Shares | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Feb 16, 2024 | RSUs | 417,000 | 942,420 | 25% at 1-year anniversary; then 6.25% at the end of each following 3-month period, subject to service |
| Prior Option Grants (Selected) | Stock Options | See below | — | 25% after 1 year; balance monthly over 36 months, subject to service |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jay M. Short, Ph.D. | 3,965,895 | 6.73% |
- Ownership guideline: CEO must hold stock equal to 3x base salary; assessment uses highest annual closing price; each NEO was in compliance for FY2024 .
- Hedging/pledging: Prohibited (no short sales, hedging, holding in margin, or pledging) .
Outstanding Equity (as of Dec 31, 2024)
| Instrument | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | Market Value of Unvested RSUs at 12/31/24 |
|---|---|---|---|---|---|---|---|
| Stock Option | 12/15/2020 | 30,988 | — | $18.00 | 12/14/2030 | — | — |
| Stock Option | 2/22/2022 | 238,708 | 98,292 | $6.66 | 2/21/2032 | — | — |
| Stock Option | 2/10/2023 | 389,583 | 460,417 | $3.65 | 2/9/2033 | — | — |
| RSU | 2/16/2024 | — | — | — | — | 417,000 | $246,530 (at $0.5912 close) |
- Vesting cadence for 2024 RSUs may create periodic liquidity events: 25% vested on 1-year anniversary (Feb 2025), then 6.25% quarterly thereafter, subject to continued service .
- Equity plan overhang (company-wide, as of 12/31/24): 6.10m options outstanding and 1.553m RSUs outstanding; 2.846m shares remaining for issuance under plans (excludes 2025 auto-increases) .
Employment Terms
| Term | Summary |
|---|---|
| Employment status | At-will; agreements govern severance and change-in-control (CIC) benefits . |
| Clawback | Compensation Recovery Policy (effective Oct 2, 2023) compliant with SEC/Nasdaq; mandatory recovery upon restatement; committee discretion for non-restatement miscalculations or legal/compliance violations . |
| Stock ownership guidelines | CEO 3x base salary; compliance confirmed for 2024 . |
| Hedging/pledging | Prohibited for directors/executives (no shorts/derivatives; no margin/pledging) . |
Severance and Change-in-Control (CIC) Economics (Jay M. Short)
- CIC severance agreement (July 2018): Upon termination “for any reason at any time” following a CIC (a CIC occurred in 2020), Dr. Short receives: (i) 24 months of then-current base salary; (ii) pro-rated target bonus for year of termination; (iii) if termination occurs before prior-year bonuses are paid, full target bonus for prior year; and (iv) accelerated vesting of any unvested time-based equity awards; lump-sum within ~20 days post-release (subject to 409A as applicable) .
Related Party Transactions (Governance Red Flags)
- Himalaya Therapeutics SEZC is a related party: Dr. Short and his spouse are directors (spouse also an officer). In January 2024, BioAtla amended its Clinical Trial Services Agreement with Himalaya for personnel/services supporting China clinical trial initiations (BA3011 and evalstotug) over 12 months; BioAtla pays Himalaya for two full-time personnel and services .
Compensation Structure Analysis (alignment and risk signals)
- Mix shift: In 2023, CEO received significant option awards ($2.168m grant-date fair value); in 2024, emphasis moved to time-based RSUs ($942k) with no new options, consistent with retention-focused equity amid a depressed stock price and volatility .
- Bonus governance: CEO target 60% of base; plan threshold 50%, cap 125%, payout solely on corporate goals; 2024 paid at 62.5% of target, reflecting partial achievement of near-term value drivers but full achievement on “build the vision” goals .
- Pay versus performance: PEO “compensation actually paid” tracked weak TSR; 2024 CAP $1.236m vs TSR $3.01 (from $100 base), indicating equity value sensitivity to share performance .
- Ownership/retention: CEO beneficially owns ~6.73% of shares outstanding, aligning interests; stock ownership guidelines met; hedging and pledging are prohibited (reduces misalignment risk) .
- Severance risk: Post-2020 CIC, Dr. Short’s agreement provides severance upon “any” termination following the CIC, including 24 months salary and time-based equity acceleration, which is more shareholder-unfriendly than a standard double-trigger design .
Investment Implications
- Alignment vs protection: 6.73% ownership and guideline compliance signal alignment; however, a generous post-CIC severance (24 months salary, time-based equity acceleration) raises payout risk in transitions compared with typical double-trigger structures .
- Overhang and potential selling pressure: 417,000 RSUs granted in 2024 vest over 4 years (25%/year then 6.25% quarterly), creating periodic supply that could pressure shares around vest dates absent 10b5-1 sales data; options from 2022/2023 remain significant, with staggered vesting through 2026 .
- Execution track record: 2024 cash bonus paid at 62.5% of target reflects partial delivery on registrational/partnering milestones; TSR remains severely negative across 2022–2024, with improved (but still material) net losses in 2024—placing a premium on near-term clinical and partnering catalysts to reverse shareholder returns .
- Governance mitigants and flags: Lead Independent Director structure and fully independent committees mitigate dual-role risks; related-party services with Himalaya require ongoing scrutiny for fairness due to familial ties .
All data above sourced from BioAtla, Inc. 2025 DEF 14A proxy statement as cited.