Frank Yocca
BioXcel TherapeuticsAbout Frank Yocca
Executive Vice President and Chief Scientific Officer (EVP & CSO) at BioXcel Therapeutics (BTAI); age 69, EVP & CSO since December 2023; joined BTAI in 2017 after senior R&D leadership roles at AstraZeneca and Bristol-Myers Squibb. Education: B.S. Biochemistry (Manhattan College); M.S. Pharmacology and Ph.D. Neuropharmacology (St. John’s University) . Company performance during 2022–2024 showed severe TSR drawdowns (year-end $100 investment value: $105.66 → $14.51 → $1.84) and large net losses (-$165.8m, -$179.1m, -$59.6m), underscoring pressure on pay-for-performance alignment .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 105.66 | 14.51 | 1.84 |
| Net Income ($mm) | (165.8) | (179.1) | (59.6) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioXcel Therapeutics | EVP & CSO | Dec 2023–present | Leads scientific strategy post-commercialization; continuity through pipeline resets . |
| BioXcel Therapeutics | SVP & Chief Medical Officer | Mar 2018–Dec 2023 | Oversaw clinical development execution during IGALMI launch period . |
| BioXcel Therapeutics | VP & CSO | Jun 2017–Mar 2018 | Set early scientific direction pre/post IPO transition . |
| BioXcel (parent) | SVP, CNS R&D | Apr 2015–Apr 2017 | Built CNS portfolio using AI-enabled sourcing . |
| AstraZeneca | Multiple VP roles (CNS/Pain Discovery; Strategy & Externalization) | 2005–2015 | Portfolio strategy, externalization, neuroscience discovery leadership . |
| Bristol-Myers Squibb | Executive Director (Neuroscience Discovery; Clinical) | 1984–2004 | Core member of Abilify development and commercialization team . |
Fixed Compensation
| Component | 2018 (disclosed) | 2025 (amended) | Notes |
|---|---|---|---|
| Base Salary ($) | 296,863 | 290,500 | 2025 severance calculations use $415,000 “Base Compensation” per amendment . |
| Target Bonus (% of base) | 35% | Restricted | Company barred from cash bonuses in 2024–2025 without consent per Credit Agreement; Board awarded no 2024 bonuses . |
| Actual Bonus ($) | 78,400 (80% of target for 2018) | — | 2018 payout post-IPO; 2024 nonpaid per Board discretion and restrictions . |
Performance Compensation
Option and Equity Awards (selected, role-specific)
| Grant/As of | Instrument | Shares/Units | Exercise Price | Vesting | Expiration/Notes |
|---|---|---|---|---|---|
| Aug 23, 2017 | Stock Options | 149,310 | $0.41 | 25% at 1-year; remainder monthly to Aug 22, 2021 | 2027 |
| Mar 12, 2018 | Stock Options | 36,498 | $11.00 | 25% at 1-year; remainder monthly to Mar 12, 2022 | 2028 |
| Dec 31, 2021 (status) | Stock Options | 54,310 ex.; — unex. | $0.41 | Exercisable balance as shown | 2027 |
| Dec 31, 2021 (status) | Stock Options | 34,217 ex.; 2,281 unex. | $11.00 | Monthly vesting | 2028 |
| Dec 31, 2021 (status) | Stock Options | 17,813 ex.; 27,187 unex. | $45.99 | Monthly vesting | 2030 |
| Dec 31, 2021 (status) | Stock Options | — ex.; 22,000 unex. | $41.17 | 25% at 1-year; monthly thereafter | 2031 |
| Jan 7, 2025 | Stock Options | 270,000 | $0.4713 | 12 equal monthly installments over 12 months | Full vest on CoC or termination w/o cause or for good reason per amendment |
Notes:
- Late Form 4s disclosed for option/RSU awards granted March 14–15, 2024 and July 22, 2024 (administrative timeliness issue; not indicative of sales) .
- Company-level PSU metrics for 2024 (used for NEOs) emphasized financing ($25m), Serenity/Tranquility trials, IGALMI revenues ($5m), and partnership progress (50%/25%/15%/10% weights), signaling emphasis on liquidity, clinical execution, early commercialization, and BD; these PSUs were disclosed for NEOs, not specifically for Yocca .
Equity Ownership & Alignment
- Outstanding/Exercisable Equity (reference date Dec 31, 2021): Options exercisable 54,310 @ $0.41; 34,217 @ $11.00; 17,813 @ $45.99; Unexercisable 2,281 @ $11.00; 27,187 @ $45.99; 22,000 @ $41.17 .
- 2025 grant deeply out-of-the-money strike ($0.4713) was near contemporaneous market levels and vests monthly over 12 months, creating potential incremental monthly supply upon exercise/sale; amendment provides full acceleration on CoC or qualifying termination .
- Hedging/derivatives prohibited for directors, officers, employees (e.g., collars, swaps) under Insider Trading Policy; reduces misalignment/hedging risk .
- Clawback policy adopted in 2023 to recover erroneously awarded incentive pay in restatement scenarios; administered by Compensation Committee .
- Pledging: No explicit disclosure found; Insider Trading Policy addresses hedging but not pledging; no pledging flagged in proxy .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start date/Term | Executive Employment Agreement effective Feb 12, 2018; initial two-year term; auto-renewal for one-year periods absent 90-day notice . | |
| Base Compensation (current) | $290,500 effective Jan 1, 2025; for severance calculations, “Base Compensation” automatically increases to $415,000 immediately prior to termination triggering severance . | |
| 2025 Equity | 270,000 options at $0.4713, vesting in 12 monthly installments over 12 months . | |
| Acceleration | 2025 options fully vest upon termination by company without Cause, by executive for Good Reason, or upon Change in Control . | |
| Severance (2018 agreement) | If terminated without cause or resigns for good reason (incl. change in control): pro-rated bonus for year of termination; 6 months base salary; COBRA reimbursement for severance period; additional 6 months lump sum if CoC within 6 months after or 12 months before termination . | |
| Restrictive covenants | 1-year post-termination non-compete and non-solicit; confidentiality . | |
| Bonus restrictions (company-level) | Credit Agreement restricts cash bonuses in 2024–2025 without lender consent; Board elected not to award 2024 bonuses . |
Investment Implications
- Incentive alignment vs. retention: 2025 options vest monthly over 12 months and fully accelerate on CoC/qualifying termination, which supports short-term retention but limits longer-term golden handcuff effects; low strike price heightens option value sensitivity to any upside catalysts .
- Pay-for-performance and governance: Company adopted a Dodd-Frank compliant clawback and prohibits hedging, which are alignment positives; however, steep TSR declines and sustained losses (2022–2024) raise scrutiny on incentive calibrations and execution efficacy .
- Selling pressure/overhang: Monthly vesting cadence and deep OTM options (relative to historical high-strike legacy grants) can introduce a steady stream of potential exercisable shares; watch Form 4 patterns post-vesting dates for actual selling behavior. Late Section 16 filings in 2024–2025 were disclosed (administrative) and should be monitored for process improvements .
- Change-in-control economics: Full acceleration of 2025 options and 6-month severance baseline (with severance base uplift to $415k) could modestly increase sale transaction costs but also align executives with strategic alternatives in a distressed equity context .
- Execution track record: Deep CNS development pedigree (AZ/BMS; Abilify team) is a strength; current value creation is contingent on delivering financing, clinical milestones (Serenity/Tranquility), and commercialization (IGALMI), which were explicit PSU metrics for NEOs and remain key drivers for equity upside .