Richard Waldron
About Richard Waldron
Richard A. Waldron, age 71, is BioAtla’s Senior Vice President and Chief Financial Officer, a role he has held since November 2013. He graduated with honors from Harvard Business School and magna cum laude from Princeton University . Pay-versus-performance disclosures show TSR fell to 3.01 in 2024 (value of $100 initial investment) with net loss improving to $69.8 million; prior years TSR were 12.53 (2023) and 42.03 (2022) with net losses of $123.5 million and $106.5 million, respectively . BioAtla’s say-on-pay received ~95% approval in 2023, supporting the compensation framework that applies to Waldron .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioAtla, Inc. | SVP & Chief Financial Officer | Nov 2013–Present | Leads finance; supports strategy, corporate partnering, and M&A |
| Independent Consultant (biotech/biopharma/IT) | Consultant to management | Jan 2011–Nov 2013 | Advised on finance, strategic planning, corporate partnering, and M&A |
| Intrexon (Protein Production Division; now Precigen) | Chief Financial Officer | Dec 2009–Dec 2010 | Division CFO in synthetic biology |
| SciClone Pharmaceuticals (NASDAQ: SCLN) | Chief Financial Officer | Mar 2001–Apr 2008 | Public company CFO in specialty pharma |
| Genelabs, Inc. | Chief Financial Officer | Jun 1999–Aug 2000 | Public biotech CFO |
| GeneMedicine, Inc. | Chief Financial Officer | Jul 1995–Mar 1999 | Public biotech CFO |
| Rauscher Pierce Refsnes (→ RBC Capital Markets) | Managing Director | May 1990–Jul 1995 | Healthcare investment banking |
| Cowen & Company | Senior Healthcare Investment Banker | 1985–1990 | Healthcare IB coverage |
External Roles
No public company board roles or external directorships disclosed for Waldron .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $471,220 | $480,640 (+2% YoY) |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | $184,718 | $120,160 (62.5% of target) |
Notes:
- 2024 base salary adjustments referenced peer group market data from Aon; CFO salary increased to align with peers and responsibilities .
- 2024 corporate bonuses paid at 62.5% of target for corporate goals .
Performance Compensation
| Year | Metric Category | Weight | Target (CFO) | Actual Achievement | Payout Mechanics |
|---|---|---|---|---|---|
| 2024 | Business goals | 10% | 40% of salary | Overall payout 62.5% of target | Payout subject to 50% threshold; capped at 125% |
| 2024 | Clinical development milestones | 40% | 40% of salary | Overall payout 62.5% of target | Same mechanics |
| 2024 | R&D goals | 10% | 40% of salary | Overall payout 62.5% of target | Same mechanics |
| 2024 | Strategic objectives | 40% | 40% of salary | Overall payout 62.5% of target | Same mechanics |
| 2025 | Clinical milestones | 25% | 40% of salary | Not yet disclosed | Threshold 50%; payout 50%–125% of target |
| 2025 | Financing objectives | 50% | 40% of salary | Not yet disclosed | Same mechanics |
| 2025 | Financial & people objectives | 20% | 40% of salary | Not yet disclosed | Same mechanics |
| 2025 | Brand awareness | 5% | 40% of salary | Not yet disclosed | Same mechanics |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 413,825 shares; less than 1% of outstanding (58,415,955 shares as of Apr 21, 2025) |
| Shares vesting/exercisable within 60 days (Apr 21, 2025) | 6,625 RSUs vesting; 13,542 options exercisable |
| Options – 12/15/2020 grant | 30,988 exercisable; $18.00 strike; expires 12/14/2030; fully vested by 12/15/2024 |
| Options – 2/21/2022 grant | 81,458 exercisable; 33,542 unexercisable; $6.75 strike; expires 2/20/2032; 25% vest at 1-year then monthly over 36 months |
| Options – 2/9/2023 grant | 96,250 exercisable; 113,750 unexercisable; $3.95 strike; expires 2/8/2033; 25% vest at 1-year then monthly over 36 months |
| RSUs – 2/15/2024 grant | 106,000 shares; grant-date fair value $280,900; vest 25% at 1-year anniversary, then 6.25% at end of each 3-month period thereafter, subject to service |
| Ownership Guidelines | Executives must hold 1x base salary within 5 years; all NEOs in compliance as of FY 2024 |
| Hedging & Pledging | Prohibited; no margin accounts or pledging allowed |
| Option moneyness at 12/31/2024 | Closing price $0.5912; all disclosed strikes ($3.95–$18.00) above this level (i.e., out-of-the-money at year-end) |
Employment Terms
| Provision | Waldron Terms |
|---|---|
| Employment | At-will |
| Change-in-Control Severance | Double-trigger: termination without cause or resignation for good reason within 3 months before to 12 months after a Change-in-Control |
| Cash Severance | 12 months base salary |
| Bonus Treatment | Pro-rated target bonus for year of termination; if termination before prior-year bonus payment, full prior-year target bonus |
| Equity | Accelerated vesting of all outstanding units/shares/options; continued exercise period under separate consulting agreement |
| Payment Timing | Lump sum within 20 days of effective date of release (subject to 409A as applicable) |
| Clawback | Compensation Recovery Policy effective Oct 2, 2023 (SEC/Nasdaq compliant) |
| Perquisites | Standard employee benefits; no executive-specific perquisites |
Insider Transactions and Vesting Pressure
- 2025-09-02 Form 4 indicates a non-sale tax withholding event on vested shares (shares withheld to cover taxes), not open-market selling .
- Additional Form 4 filings on 2025-02-24 and 2024-02-20 reflect changes in beneficial ownership consistent with periodic vesting/administrative events; specific share counts not disclosed in these excerpts .
Compensation Structure Analysis
- Shift toward RSUs in 2024: Company did not grant new options to NEOs in 2024; Waldron received time-based RSUs, increasing certainty vs option-only grants in 2023 .
- Short-term incentives emphasize financing and clinical milestones: 2025 bonus plan weights 50% financing and 25% clinical, increasing sensitivity to capital markets execution and trial progress; payouts range 50%–125% of target .
- Ownership alignment supported by guidelines and anti-hedging/pledging policies; all NEOs compliant as of FY 2024 .
Say-on-Pay & Shareholder Feedback
- Prior say-on-pay approved by ~95% of votes; committee maintained pay-for-performance approach with peer benchmarking via Aon .
Performance & Track Record Indicators
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100) | 42.03 | 12.53 | 3.01 |
| Net Loss ($mm) | 106.5 | 123.5 | 69.8 |
| Non-PEO “Compensation Actually Paid” (avg) | $(714,603) | $(33,822) | $670,914 |
Investment Implications
- Alignment: Time-based RSUs and ownership guidelines, combined with prohibitions on hedging/pledging, suggest solid alignment; options were out-of-the-money at year-end 2024, reducing near-term monetization incentives .
- Execution-linked pay: 2025 bonus plan’s heavy weight on financing (50%) and clinical milestones (25%) ties cash payouts to capital raising and trial progress—key catalysts for BCAB shares; CFO’s target bonus is 40% of salary with payouts from 50%–125% based on outcomes .
- Retention and succession: Double-trigger severance with accelerated vesting provides protection in M&A scenarios but not single-trigger benefits; Waldron’s long tenure (since 2013) and age (71) indicate potential medium-term succession planning considerations .
- Selling pressure: Recent Form 4s show administrative tax withholding events rather than open-market sales, implying limited discretionary selling; ongoing RSU vesting may create periodic withholding but not directional selling pressure .