Richard Steinhart
BioXcel TherapeuticsAbout Richard Steinhart
Richard I. Steinhart (age 68) is Senior Vice President and Chief Financial Officer of BioXcel Therapeutics, serving as CFO since March 2018 (Vice President & CFO Oct 2017–Mar 2018). He holds B.B.A. and M.B.A. degrees from Pace University, is a Certified Public Accountant (inactive), and serves on the public boards of Actinium Pharmaceuticals and Atossa Genetics, chairing both Audit Committees . Company performance context during his tenure includes weak shareholder returns in 2024 (value of initial $100 invested at $1.84) following volatility in 2022–2023, persistent net losses (2024 net loss of $59.6 million), and limited product revenue (IGALMI net revenue $1.9 million for the first nine months of 2024, up 89% YoY), while operating expenses were reduced substantially in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Remedy Pharmaceuticals, Inc. | Vice President & CFO | Oct 2015 – Jun 2017 | Led finance at a development-stage biotech |
| MELA Sciences, Inc. | VP Finance & CFO, Treasurer & Secretary; later SVP Finance & CFO | Apr 2006 – Dec 2013 | Public company finance leadership through commercial transition |
| Forest Street Capital/SAE Ventures | Managing Director | May 1992 – Apr 2006 | Healthcare-focused investment banking/VC/consulting leadership |
| Emisphere Technologies, Inc. | Vice President & CFO | Prior to 1992 | Public biotech CFO experience |
| CW Group, Inc. | General Partner & CFO | 7 years (pre-Emisphere) | VC CFO with medical tech/biopharma focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Actinium Pharmaceuticals, Inc. | Director; Chair, Audit Committee; member, Corporate Governance | Since Nov 2013 | Financial oversight at clinical-stage oncology company |
| Atossa Genetics, Inc. | Director; Chair, Audit Committee; member, Audit & Compensation | Since Mar 2014 | Governance and audit leadership at women’s health/oncology company |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | 409,872 |
| Non-Equity Incentive (Cash Bonus) ($) | — | — (Board exercised discretion to pay no 2024 bonuses; cash bonuses restricted by credit agreement without lender consent) |
| All Other Compensation ($) | — | 4,128 (healthcare reimbursement) |
Notes:
- For 2025, Steinhart’s base compensation was reduced to $289,800 per year effective Jan 1, 2025, with a severance-calculation base reset to $414,000 immediately before a qualifying termination; accompanied by a new option grant (see below) .
Performance Compensation
2024 Equity Grants to Steinhart
| Award Type | Grant Size (#) | Vesting | Key Terms |
|---|---|---|---|
| Stock Options | 1,875 | 50% on 1st anniversary; remaining 50% on 2nd anniversary | Exercise price at fair market value on grant date |
| RSUs | 625 | Fully vests on 1st anniversary | Time-based |
| PSUs | 4,375 | Eligible to vest within 30 days after 1st anniversary, based on metrics | See performance metrics and weightings below |
2024 PSU Metrics and Weightings
| Metric | Weight | Target/Definition | Status / Vesting |
|---|---|---|---|
| Secure ≥$25M additional funding | 50% | Financing milestone | Eligible to vest within 30 days after 1st anniversary, subject to Board determination |
| Initiate SERENITY and TRANQUILITY trials and progress toward data readouts | 25% | Clinical initiation/progress | Same as above |
| Progress toward achieving $5M IGALMI revenues | 15% | Commercial milestone | Same as above |
| Progress toward securing a partnership deal | 10% | Business development milestone | Same as above |
2025 Equity Grant (Employment Amendment)
- Options: 270,000 shares at $0.4713 exercise price, vesting in 12 equal monthly installments over 12 months from Jan 7, 2025; full acceleration upon termination without Cause/by Executive for Good Reason or upon Change in Control .
Equity Ownership & Alignment
| Component | Amount | Detail / As of |
|---|---|---|
| Total Beneficial Ownership (shares) | 38,504 | Includes 6,989 common shares, 68 RSUs vesting within 60 days, and options to purchase 31,447 shares exercisable within 60 days; <1% of outstanding shares as of Oct 31, 2025 |
| Options Outstanding (select grants) | See below | Vesting, strike, and expiration from Outstanding Equity table |
| Pledged/Hedged Shares | Not disclosed as pledged; hedging prohibited | Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps) |
| Stock Ownership Guidelines | Not disclosed | Corporate Governance Guidelines reference stock ownership but no specific executive requirement disclosed |
Selected Outstanding Equity (as of Dec 31, 2024):
| Grant (Vesting Commencement) | Exercisable/Unexercisable | Exercise Price ($) | Expiration | RSUs/PSUs Unvested |
|---|---|---|---|---|
| 10/02/2017 Options | 5,010 / — | 18.00 | 01/17/2032 | — |
| 03/12/2018 Options | 2,016 / — | 176.00 | 03/12/2028 | — |
| 05/26/2020 Options | 3,438 / — | 735.84 | 05/25/2030 | — |
| 03/25/2021 Options | 1,172 / 79 | 658.72 | 03/25/2031 | — |
| 03/14/2022 Options | 1,430 / 655 | 244.96 | 03/14/2032 | — |
| 03/14/2022 RSUs | — | — | — | 163 RSUs ($975) |
| 03/15/2023 Options | 869 / 1,132 | 313.60 | 03/15/2033 | — |
| 03/15/2023 RSUs | — | — | — | 317 RSUs ($1,896) |
| 07/22/2024 Options | — / 1,875 | 19.60 | 03/14/2033 | — |
| 07/22/2024 RSUs | — | — | — | 625 RSUs ($3,739) |
| 07/22/2024 PSUs | — | — | — | 4,375 PSUs ($26,173) |
Insider selling/10b5-1 plan indicators:
- Adopted a Rule 10b5-1 plan on Dec 14, 2024 for up to 1,563 shares to cover tax withholdings on RSU vesting (terminated Mar 17, 2025), mitigating ad hoc selling pressure; earlier 2023 plan covered up to 25,000 shares for taxes .
- Late Form 4 filings reported for RSU and option grants in 2024–2025, including Steinhart .
Employment Terms
- Base salary: $409,872 in 2024; no 2024 cash bonus paid (committee discretion; credit agreement restricted bonuses without lender consent). For 2025, base reduced to $289,800 with severance base deemed $414,000 immediately before a qualifying termination .
- Severance (as of Dec 31, 2024 agreements): If terminated without cause or resigns for good reason: pro-rated bonus for year of termination; 6 months base salary continuation; COBRA premium reimbursement for severance period; company must provide 30 days’ notice for termination without cause .
- Change-in-Control: If terminated without cause or resigns for good reason within 6 months prior to or 12 months after a CIC, an additional lump-sum of 6 months base salary is payable (24 months for CEO; Steinhart’s multiple remains 6 months) .
- 2025 Amendment equity acceleration: All 270,000 options fully vest upon termination without Cause/by Executive for Good Reason or upon Change in Control .
- Restrictive covenants: Non-compete and non-solicit for one year post-termination; standard confidentiality .
- Clawback: Company adopted a Dodd-Frank-compliant clawback policy in 2023 administered by the Compensation Committee .
Compensation Structure Analysis
- Mix shift and risk profile: 2024 featured no cash bonus and modest time-based RSUs alongside PSUs tied to financing, clinical initiation, revenue, and BD; in early 2025, cash pay cut materially (to $289,800) offset by a large one-year option grant with single-trigger acceleration features, increasing equity-at-risk but also introducing CIC/termination acceleration (potentially weaker retention post-CIC) .
- Pay-for-performance: 2024 PSUs emphasize funding and program milestones (50% financing; 25% clinical), with smaller weights for revenue and partnering (15% and 10%), aligning incentives with capital access and pipeline progress during a constrained period (cash bonus restrictions) .
- Governance controls: Clawback policy in place; hedging prohibited; Radford engaged as independent consultant; Compensation Committee comprised solely of independent directors .
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Financing secured (≥$25M) | 50% | ≥$25M additional funding | Not disclosed | TBD | PSUs eligible to vest within 30 days after 1st anniversary subject to Board determination |
| Trial initiations/progress (SERENITY, TRANQUILITY) | 25% | Initiation and progress toward readouts | Not disclosed | TBD | Same as above |
| IGALMI revenue progress | 15% | Progress toward $5M | Not disclosed | TBD | Same as above |
| Partnership progress | 10% | Make progress toward deal | Not disclosed | TBD | Same as above |
Multi‑Year Compensation (Named Executive Officer – CFO)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | — | 409,872 |
| Stock Awards (RSUs/PSUs grant date fair value) | — | 181,755 |
| Option Awards (grant date fair value) | — | 398,339 |
| Non‑Equity Incentive (Cash Bonus) | — | — (no 2024 bonus) |
| All Other Comp | — | 4,128 |
| Total | — | 998,216 |
Governance, Say‑on‑Pay, and Committee/Consultant
- Compensation Committee (all independent): Peter Mueller (Chair), David Mack, Sandeep Laumas; retains Radford (Aon) as independent compensation consultant; no conflicts reported .
- Say‑on‑Pay: Advisory vote on executive compensation scheduled for 2025 annual meeting; next Say‑on‑Pay after 2025 will occur at 2026 annual meeting per Board determination; no approval percentages disclosed in the proxy .
Performance & Track Record
- Financial and commercial context (Q3 2024): IGALMI net revenue $214k in Q3; $1.9m for nine months 2024 (up 89% YoY), with cost discipline reducing R&D and SG&A substantially; Q3 2024 net loss narrowed to $13.7m from $50.5m YoY .
- Pay vs Performance disclosures: Value of initial $100 investment stood at $1.84 (2024), $14.51 (2023), $105.66 (2022); net income $(59.6)m (2024), $(179.1)m (2023), $(165.8)m (2022) .
Risk Indicators & Red Flags
- Liquidity constraints: Credit agreement restricted payment of cash bonuses in 2024–2025 without lender consent; Board paid no 2024 bonuses, indicating tight capital conditions .
- Late Section 16 filings: Late Form 4s reported for several officers including Steinhart related to 2024 grants, suggesting administrative control gaps to monitor .
- Hedging prohibited: Policy bans derivative hedging of company equity by insiders, supportive of alignment; no disclosure of any pledging by Steinhart .
Investment Implications
- Alignment and retention: 2025 pay redesign cut cash salary meaningfully while adding a large, rapidly vesting, single‑trigger option grant with broad acceleration on CIC/termination—this increases short‑term retention via near‑term vesting but could lessen post‑CIC retention (acceleration removes “golden handcuffs”) and concentrates incentives on equity upside amid volatile TSR history .
- Execution focus: 2024 PSUs align with capital raise, trial initiation/progress, commercialization, and partnering—appropriate given the company’s dependence on financing and pivotal data; investors should track financing milestones and SERENITY/TRANQUILITY timelines to gauge probability of PSU payout and potential insider selling tied to vesting events .
- Ownership and selling pressure: Steinhart’s direct ownership is modest (<1%); use of limited 10b5‑1 plans for tax withholding reduces discretionary sales risk; monitor vesting calendars (2024–2025 grants) and potential sales around vest dates .
- Governance controls: Presence of clawback, independent comp committee, and hedging prohibition are positive; however, past late Form 4s and reliance on equity-heavy, accelerated vesting awards warrant continued monitoring for governance and dilution risk .
Data sources: 2025 DEF 14A (executive bio, compensation, ownership, governance), 2025 8‑K (employment amendment and 2025 options), 2024–2025 10‑Ks (10b5‑1 plans), 2024 Q3 earnings call (financial context). Citations embedded above.