Javier Rodriguez
BioXcel TherapeuticsAbout Javier Rodriguez
Javier Rodriguez is Senior Vice President, Chief Legal Officer and Corporate Secretary of BioXcel Therapeutics, serving in this role since 2021; he is 53 years old . He holds a B.S. in Civil Engineering (Rutgers), an M.S.E. in Structural Engineering (University of Michigan), and a J.D. (University of Pennsylvania), and previously led legal, compliance, governance, IP, data privacy, and government affairs functions in global pharma settings . Company performance context: Pay-versus-Performance disclosure shows company TSR and net income trends over 2022–2024; these are company-level indicators relevant for assessing pay-for-performance alignment rather than individual attribution .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Value of $100) | 105.66 | 14.51 | 1.84 |
| Net Income ($ millions) | (165.8) | (179.1) | (59.6) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indivior PLC (LSE: INDV) | Chief Legal Officer | 2014–2020 | Oversaw all legal affairs, data privacy compliance, and corporate governance across >40 countries . |
| Reckitt Benckiser Pharmaceuticals Inc. | General Counsel | 2014 (demerger year) | Key leadership in 2014 demerger/spin-off; closed $750m secured term loan and $50m revolver to fund operations of the demerged entity . |
| Reckitt Benckiser LLC; Bayer Healthcare Pharmaceuticals, Inc.; Berlex, Inc. | Legal roles of increasing responsibility | Not disclosed | Progressive legal/industry experience prior to 2000s Big Pharma roles . |
| Thelen Reid & Priest LLP | Litigation Associate | Began 2000 | Early legal career foundation in NYC litigation . |
External Roles
- No current public company directorships or external board roles disclosed for Javier Rodriguez in the cited filings .
Fixed Compensation
| Year | Base Salary ($) | Actual Cash Bonus Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 423,833 | 0 (no 2024 bonuses awarded to NEOs per Board decision and credit agreement constraints) | 8,625 (401k match) | 1,012,552 |
| 2023 | 423,833 | 0 (no non-equity incentive shown) | 8,250 | 1,121,943 |
Notes:
- The company restricted cash bonus payments during fiscal 2024 and 2025 under the Fifth Amendment to its Credit Agreement; the Board used discretion to not award 2024 bonuses to NEOs .
Performance Compensation
Annual/Short-Term Incentives
- 2024 annual bonus framework included company and individual goals, but no bonuses were paid for 2024 (see Fixed Compensation above) .
Long-Term Incentives (Equity) — 2024 Grants to Javier Rodriguez
| Grant Type | Grant Date | Shares/Units (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 07/22/2024 | 1,875 | 19.20 | 07/22/2034 | 50% on 1st anniversary and 50% on 2nd anniversary of grant date . |
| RSUs (time-based) | 07/22/2024 | 625 | — | — | Fully vests on the 1st anniversary of grant date . |
| PSUs (performance-based) | 07/22/2024 | 4,375 | — | — | Eligible to vest within 30 days after 1st anniversary, subject to Board-determined performance attainment . |
PSU performance metrics and weightings (2024 grants) :
- Secure ≥$25 million of additional funding: 50%
- Initiate SERENITY and TRANQUILITY trials; progress toward data readouts: 25%
- Progress toward $5 million in IGALMI revenues: 15%
- Progress toward securing a partnership deal: 10%
Implications:
- Equity mix emphasizes funding and clinical/BD milestones, tightly linking payouts to financing access and pipeline execution .
Outstanding Equity Awards at FY-End 2024 (Rodriguez)
| Instrument | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| Option | 02/22/2021 | 1,917 | 84 | 878.40 | 02/22/2031 | — | — |
| Option | 08/16/2021 | 523 | 103 | 381.44 | 08/16/2031 | — | — |
| Option | 03/14/2022 | 1,427 | 659 | 244.96 | 03/14/2032 | — | — |
| RSUs | 03/14/2022 | — | — | — | — | 163 | 975 |
| Option | 03/15/2023 | 869 | 1,132 | 313.60 | 03/15/2033 | — | — |
| RSUs | 03/15/2023 | — | — | — | — | 317 | 1,896 |
| Option | 07/22/2024 | — | 1,875 | 19.20 | 07/22/2034 | — | — |
| RSUs | 07/22/2024 | — | — | — | — | 625 | 3,739 |
| PSUs | 07/22/2024 | — | — | — | — | 4,375 | 26,173 |
Vesting footnotes:
- Options: certain grants vest 25% at first anniversary then monthly thereafter until four years; others vest 50% on each of first and second anniversaries as noted .
- RSUs: some vest quarterly; the 2024 RSUs vest on first anniversary .
- PSUs: eligible to vest on first anniversary based on performance determination .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Oct 31, 2025) | 7,207 shares held directly; 68 RSUs vesting within 60 days; options to purchase 6,892 shares exercisable within 60 days; represents less than 1% ownership . |
| Hedging policy | Prohibits hedging (e.g., prepaid forwards, swaps, collars, exchange funds) for directors, officers, and employees . |
| Pledging/margin policy | Pledging company securities and holding in margin accounts are prohibited (applies to officers) . |
| 10b5-1 trading plan | Adopted 12/14/2024 to sell up to 1,563 shares to cover RSU tax withholdings through 12/31/2025; terminated effective 03/17/2025 . |
| Section 16 compliance | Late Form 4 filings for RSU grants (Mar 14–15, 2024) and for RSU grants on Jul 22, 2024; company cites timely filings otherwise for 2024 aside from enumerated late reports . |
Vesting/selling pressure watch:
- 2024 RSUs and PSUs granted 07/22/2024 have one-year anniversaries near 07/22/2025; RSUs vest fully on that date and PSUs are eligible to vest within 30 days subject to performance—potentially creating sell-to-cover activity around that window .
- Options from 07/22/2024 vest 50% on each of the first and second anniversaries, adding incremental exercisability at 07/22/2025 and 07/22/2026 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base/bonus framework | Employment agreement sets annual base salary and a target bonus opportunity (company did not disclose Javier’s target %; see 2024 bonus restrictions in Fixed Compensation) . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: pro‑rated annual bonus for year of termination; 6 months base salary; COBRA reimbursement during severance period; 30 days’ notice required for no‑cause termination by company . |
| Change in control (CIC) | If terminated without cause or for good reason within 6 months prior to or 12 months after a CIC: additional lump sum equal to 6 months base salary (on top of non‑CIC severance) . |
| Non‑compete / non‑solicit | Prohibits competition and solicitation during employment and for one year post‑termination . |
| Clawback | Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy in 2023 covering erroneously awarded incentive-based compensation for the 3 years before any required restatement . |
Definitions:
- “Cause” and “Good Reason” defined with notice/cure rights; for Good Reason includes significant reduction in duties; for Rodriguez, relocation >25 miles also qualifies .
Compensation Structure Analysis
- Shift to performance-conditioned equity in 2024: PSUs tied to funding, clinical milestones, commercial revenue progress, and BD partnership progress—heightens at-risk pay tied to value-creation levers during a capital-constrained period .
- Cash conservation: No 2024 bonuses due to creditor restrictions; total 2024 comp relied on salary and equity grants, reinforcing retention via vesting schedules rather than cash payouts .
- Governance features: Prohibitions on hedging/pledging, adoption of a clawback, and avoidance of option grants around MNPI release windows (no grants within 4 business days before or 1 business day after MNPI filings) reduce misalignment and optics risks .
Performance Compensation — Detailed Metrics Table (PSUs 2024)
| Metric | Weighting | Target/Definition | Payout Linkage | Vesting Timing |
|---|---|---|---|---|
| Additional funding secured | 50% | Secure ≥$25m in new funding | Board determines attainment | Eligible to vest within 30 days following 1st anniversary of grant (contingent on continued employment) . |
| SERENITY/TRANQUILITY trials | 25% | Initiate trials and progress toward data readouts | Board determines attainment | Same as above . |
| IGALMI revenue progress | 15% | Significant progress toward $5m in revenues | Board determines attainment | Same as above . |
| Partnership progress | 10% | Progress toward securing partnership deal | Board determines attainment | Same as above . |
Board Governance (applicable elements for an executive officer)
- Insider Trading Policy: Applies to officers; prohibits hedging/pledging, outlines blackout periods and 10b5‑1 plan controls including 30‑day cooling-off period in policy exhibit; requires pre‑clearance and permits company to suspend trades if in best interests .
Risk Indicators & Red Flags
- Section 16 reporting: Late Form 4s for certain 2024 grants including for Rodriguez; while disclosed, repeated lateness can be a governance optics issue .
- Hedging/pledging: Explicitly prohibited—reduces alignment risk relative to peers that permit pledging .
- Clawback: In place, mitigating restatement-related incentive risk .
Equity Compensation Plan Capacity (context)
- As of 12/31/2024, 69,506 PSUs and 26,898 RSUs outstanding; total outstanding awards under plans 407,477; shares remaining available for future issuance 117,044—implying limited but present capacity for continued equity grants (which affects dilution and future incentives) .
Investment Implications
- Alignment: 2024 PSUs tightly align Rodriguez’s upside with financing access, clinical trial execution, commercial traction for IGALMI, and BD activity—key value drivers for BTAI; prohibitions on hedging/pledging and the clawback enhance alignment and risk controls .
- Retention/overhang: Near-term vesting cliffs (RSUs/PSUs on ~07/22/2025; options 50% on 07/22/2025 and 07/22/2026) create identifiable windows for sell-to-cover flows but also support retention through staged vesting; the prior 10b5‑1 plan was modest and terminated in March 2025, suggesting limited structural selling pressure unless a new plan is adopted .
- Cash discipline vs incentives: The absence of 2024 bonuses, driven by creditor restrictions, shifts compensation toward equity. This conserves cash but increases dependency on equity performance and may amplify dilution sensitivities given plan capacity levels .
- Governance optics: Disclosure of late Section 16 filings is a minor but notable governance flag; however, broader controls (clawback, hedging/pledging bans, MNPI-aware award timing) partly offset governance risk perceptions .