Paul Rubin
About Paul Rubin
Paul Rubin, M.D., age 71, has served as BioAge Labs’ Chief Medical Officer since May 2020. He holds a B.A. from Occidental College and an M.D. from Rush Medical College, and is board certified in internal medicine after post‑graduate training at the University of Wisconsin Hospital and Clinics . Rubin has over 35 years in biotech R&D leadership and is credited with leading 12 compounds to U.S. approval, including Lunesta and Xopenex, reflecting deep late‑stage development experience that is relevant to BIOA’s pipeline execution needs . In 2024, his target cash bonus was 35% of base salary, and he received a $170,849 bonus tied to corporate development, business development, and budget goals, underscoring an emphasis on milestone delivery rather than TSR/financial metrics at this stage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| miRagen Therapeutics, Inc. | EVP, R&D | Nov 2016 – Dec 2019 | Led R&D portfolio and advancement of clinical programs . |
| XOMA Ltd./Corporation | SVP, R&D and Chief Medical Officer | Jun 2011 – Nov 2016 | CMO leadership across development programs . |
| Resolvyx Pharmaceuticals, Inc. | Chief Executive Officer | Jun 2007 – May 2009 | CEO oversight during development and financing cycles . |
| Critical Therapeutics, Inc. | President & Chief Executive Officer | Aug 2002 – May 2007 | Led company through clinical and corporate milestones . |
| Sepracor (now Sunovion) | EVP, R&D (prior role) | n/d | Part of track record including products later approved (e.g., Lunesta) . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 468,939 | 488,139 |
| Target Bonus (% of base) | 35% | 35% |
| Actual Cash Bonus Paid ($) | 205,161 | 170,849 |
| All Other Compensation ($) | 14,400 (401k match + phone) | 15,000 (401k match + phone) |
| Salary Update (effective 9/26/2024) | — | Increased to $505,000 |
Notes:
- Base salary and bonuses are determined by the Board/Compensation Committee and are reviewed periodically .
- The 2024 cash bonus reflected achievement of corporate objectives (development milestones, BD, budget execution) .
Performance Compensation
Annual cash incentive design and outcomes
| Metric category | Weighting | Target | Actual | Payout/Notes | Year |
|---|---|---|---|---|---|
| Development milestones (e.g., azelaprag advancement) | Not disclosed | Not disclosed | Committee‑assessed | Bonus paid $205,161 | 2023 |
| Development/BD/budget goals | Not disclosed | 35% target bonus | Committee‑assessed | Bonus paid $170,849 | 2024 |
- Corporate objectives for 2023–2024 included development milestones for azelaprag and business development and budgetary goals; no specific weights/targets disclosed .
Equity awards (stock options) – outstanding at fiscal year‑end 2024
| Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 7/01/2020 | 90,633 | — | 4.11 | 6/30/2030 | Fully vested on 5/11/2024 |
| 4/30/2021 | 40,880 | 2,726 | 10.27 | 4/29/2031 | 1/48th monthly from 3/1/2021 |
| 5/29/2022 | 18,825 | 8,558 | 6.57 | 5/28/2032 | 1/48th monthly from 3/1/2022 |
| 3/16/2023 | 11,980 | 15,403 | 10.85 | 3/15/2033 | 1/48th monthly from 3/1/2023 |
| 4/17/2024 | 29,324 | 146,625 | 8.39 | 4/16/2034 | 1/48th monthly from 4/17/2024 |
Option grant-date fair value (Summary Compensation Table):
- 2023: $148,262
- 2024: $1,249,853
Design implications:
- BIOA’s executive equity is option‑heavy with straight‑line monthly vesting (1/48th), creating continuous vesting flow that can translate into periodic sellable shares when in‑the‑money (subject to trading windows and plans) .
- Awards are subject to company clawback policies and applicable law per the 2024 Equity Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 4/10/2025) | 368,671 shares; 1.02% of outstanding |
| Beneficial ownership methodology | Includes options exercisable within 60 days as “beneficially owned,” per SEC rules |
| Section 16 compliance (FY2024) | Company reported timely Form 4/5 for officers/directors with specified exceptions not involving Rubin |
| Hedging policy | Hedging transactions by executives are prohibited under Insider Trading Policy |
| Pledging policy | No explicit pledging prohibition disclosed in cited materials |
| Stock ownership guidelines | Not disclosed in cited materials |
Grant‑level exercisable/unexercisable option details are provided above (as of 12/31/2024) .
Employment Terms
- At‑will employment; updated employment agreements at IPO; annual base salary, discretionary annual incentive opportunity, and standard benefits .
- Severance (non‑CIC): If terminated without cause or for good reason, Dr. Rubin is eligible for a lump sum equal to 9 months of base salary plus up to 9 months of COBRA premium payments (subject to release) .
- Change‑in‑control (double‑trigger): If terminated without cause or for good reason within 3 months before, upon, or within 12 months after a change of control, he is eligible for the above severance benefits plus full acceleration of unvested time‑based equity (performance‑based awards excluded), subject to release .
- Clawback; 10b5‑1: Equity is subject to clawback/recoupment under company policy/law; trading must comply with Insider Trading Policy and any 10b5‑1 plan requirements .
- IPO lock‑ups: Officers/directors were subject to underwriter lock‑up provisions around the IPO; directed share program purchases specifically had 180‑day lock‑ups; lock‑up release processes outlined in underwriting documentation .
Investment Implications
- Pay‑for‑performance mix: Rubin’s 2024 comp emphasized equity leverage (options $1.25M grant-date value) and an at‑risk cash bonus tied to development/BD milestones (35% target; $170,849 paid), aligning incentives with clinical and partnership execution rather than TSR/EBITDA at this stage .
- Retention economics: Severance is moderate (9 months salary + COBRA) and CIC features full acceleration of time‑based equity on a double‑trigger, which helps mitigate retention risk through a transaction but provides limited ongoing severance leverage vs peers that include bonus multiples for non‑CEOs .
- Selling pressure signals: Monthly 1/48th vesting across multiple option grants creates a steady cadence of newly‑vested options; while hedging is banned, the absence of a disclosed anti‑pledging policy and relatively low direct ownership (~1.0%) suggest monitoring Form 4 activity and windowed sales post‑vesting for supply overhang risk .
- Execution track record: Rubin’s history of leading multiple drug approvals (including high‑profile assets) is a positive signal for BIOA’s late‑stage development prospects in obesity and neuroinflammation, supporting the strategic case for option‑heavy incentives .