Vimal Mehta
BioXcel TherapeuticsAbout Vimal Mehta
Vimal Mehta, Ph.D., age 64, is BioXcel Therapeutics’ co-founder, Chief Executive Officer, President, and a director since 2017; he holds a Ph.D. in Chemistry from the University of Delhi and completed post-doctoral work at the University of Montpellier . Under his tenure, pay-versus-performance TSR for a $100 initial investment measured in the proxy was $105.66 in 2022, $14.51 in 2023, and $1.84 in 2024, alongside net losses of $(165.8)M, $(179.1)M, and $(59.6)M, respectively . Company revenues have increased over the last three fiscal years while EBITDA remained negative: FY2022 $0.375M , FY2023 $1.380M , FY2024 $2.266M ; EBITDA: FY2020 $(82.1)M*, FY2021 $(106.6)M*, FY2022 $(159.3)M*, FY2023 $(167.3)M*, FY2024 $(64.5)M* (Values retrieved from S&P Global).
Revenues and EBITDA (FY 2020–FY 2024)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | — | — | $375,000 | $1,380,000 | $2,266,000 |
| EBITDA ($USD) | $(82,109,000)* | $(106,638,000)* | $(159,318,000)* | $(167,301,000)* | $(64,495,000)* |
| *Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioXcel Therapeutics (BTAI) | Corporate Secretary | May 2017–Feb 2021 | Supported governance and corporate administration as company scaled . |
| BioXcel Corporation / BioXcel LLC | Co-founder; CEO; Board leader | 2005–Mar 2023 | Led parent/affiliate; deep business development and fundraising experience . |
| BioXcel Therapeutics (BTAI) | CEO & President | May 2017–present | Co-founded BTAI; shaped strategic and business trajectory . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioXcel Holdings, Inc. | Executive officer; sole member of the board of directors | Current | Control/oversight of majority owner of BioXcel LLC; potential influence on BTAI via affiliate . |
| BioXcel LLC | Executive officer; one of two managers on board of managers | Current | Affiliate ownership in BTAI; governance and information flow interlock . |
Board Governance
- Board service: Director since April 2017; currently serves as CEO and Director; not listed as a member of standing Board committees (Audit, Compensation, Nominating/Governance) .
- Independence and leadership: Board determined seven of eight directors are independent; Mehta is management (non-independent). Chair role is separate and held by an independent director (Peter Mueller), with the Board favoring separated CEO/Chair structure .
- Committee structure and attendance: Compensation Committee (Mueller chair, Mack, Laumas); Audit Committee (Laumas chair, Mueller, Miller, Votruba); Nominating/Governance Committee (Mueller chair, Bray, Laumas). Directors met at least 75% attendance in 2024 .
Fixed Compensation
Multi-year cash compensation and totals from the Summary Compensation Table.
| Year | Base Salary ($) | Target Bonus % | Actual Bonus/Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 944,436 | 55% of salary | 654,662 (annual bonus for 2022 performance) | 15,425 | 4,559,195 |
| 2023 | 1,001,569 | Not disclosed | — | 16,050 | 4,731,147 |
| 2024 | 1,001,570 | Restricted by credit agreement (cash bonuses restricted in 2024–2025 absent consent) | — (Board used discretion to not award annual bonuses for 2024) | 16,425 | 1,119,245 |
Notes:
- 2024 cash bonuses were not awarded; Fifth Amendment to Credit Agreement restricts paying cash bonuses during fiscal 2024–2025 without lender consent .
Performance Compensation
Equity Grants and Values
| Year | Stock Awards ($) | Option Awards ($) | Notable Details |
|---|---|---|---|
| 2022 | 800,592 | 1,994,080 | Options and RSUs granted; mix of 4-year vest schedules; some RSUs vest fully after 1 year . |
| 2023 | 1,097,600 | 2,615,928 | Includes RSUs in OnkosXcel Employee Holdings assessed as performance-based; valuation assumptions per ASC 718 . |
| 2024 | — | 101,250 | Granted options and PSUs; no RSUs for Mehta in 2024; PSUs valued at grant date with max performance $300,000 . |
2024 Equity Awards Granted (Units)
| Name | Options (#) | RSUs (#) | PSUs (#) |
|---|---|---|---|
| Vimal Mehta | 6,250 | — | 15,625 |
2024 PSU Metrics, Weighting, and Vesting
| Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Secure ≥$25M additional funding | 50% | ≥$25M funding | Not disclosed | Not disclosed | Eligible to vest within 30 days after 1st anniversary, subject to continued employment and Board determination . |
| Serenity/Tranquility trials initiated and progressed | 25% | Initiation and progress to data readouts | Not disclosed | Not disclosed | Same as above . |
| Progress toward $5M IGALMI revenues | 15% | Progress toward $5M revenues | Not disclosed | Not disclosed | Same as above . |
| Progress toward partnership deal | 10% | Progress toward a partnership | Not disclosed | Not disclosed | Same as above . |
Outstanding Equity Awards (as of 12/31/2024) – Mehta
| Vesting Commencement | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU MV ($) | Unearned PSUs (#) | PSU Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| 08/23/2017 | 18,376 | — | 6.56 | 08/23/2027 | — | — | — | — |
| 05/23/2019 | 11,732 | — | 160.64 | 05/23/2029 | — | — | — | — |
| 05/26/2020 | 15,625 | — | 735.84 | 05/26/2030 | — | — | — | — |
| 03/25/2021 | 14,647 | 978 | 658.72 | 03/25/2031 | — | — | — | — |
| 03/14/2022 | 7,170 | 3,268 | 244.96 | 03/14/2032 | 816 | $4,882 | — | — |
| 03/15/2023 | 4,588 | 5,913 | 313.60 | 03/14/2033 | 1,969 | $11,779 | — | — |
| 07/22/2024 (Options) | — | 6,250 | 19.20 | 07/22/2034 | — | — | — | — |
| 07/22/2024 (PSUs) | — | — | — | — | — | — | 15,625 | $93,475 |
Vesting policies:
- 2024 options generally vest 50% on each of the first and second anniversaries of grant; RSUs (when granted) vest fully on the first anniversary; PSUs eligible to vest within 30 days of the first anniversary contingent on goals and continued employment .
- Prior awards include 4-year vest schedules with 25% cliff and monthly/quarterly installments for options/RSUs, respectively .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % Outstanding | Breakdown and Notes |
|---|---|---|---|
| Oct 31, 2025 | 620,642 | 2.8% | Includes: 20,618 direct (125 jointly with spouse), 119,298 options exercisable within 60 days, 383 RSUs vesting within 60 days, and 480,343 shares held by BioXcel LLC deemed beneficially owned by Mehta via control roles . |
| Apr 10, 2024 | 9,661,387 | 25.4% | Includes: 45,564 direct (2,000 jointly with spouse), 1,069,073 options exercisable within 60 days, and 8,546,750 shares held by BioXcel LLC deemed beneficially owned . |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps); pledging is not expressly discussed in the proxy .
- Ownership guidelines: The Corporate Governance Guidelines address stock ownership generally; no specific executive ownership multiple disclosed in proxy .
Employment Terms
| Provision | Base Case Termination (No Cause / Good Reason) | Change-in-Control (Double Trigger) | Other Terms |
|---|---|---|---|
| Salary continuation | 24 months for Mehta | Lump sum equal to 24 months of base salary, in addition to base-case severance | 30 days’ notice required for termination without cause . |
| Bonus | Pro-rated annual bonus for year of termination | Same pro-rated bonus applies; plus CiC lump sum | — |
| COBRA | Company reimburses COBRA premiums during severance period | Same reimbursement applies | — |
| Equity vesting | 50% of any unvested equity vests upon base-case termination | CiC benefits are additive; proxy does not specify incremental acceleration beyond base-case vesting | — |
| Definitions | “Cause” includes material breach, gross negligence, fraud, or felony/moral turpitude (with notice/cure) | “Good reason” includes significant reduction of duties, relocation >25 miles (for Mehta/Rodriguez), or material breach by Company (with notice/cure) | — |
| Restrictive covenants | Non-compete and non-solicit for 1 year post-termination | — | — |
| Clawback | Company adopted a clawback policy in 2023 per Nasdaq Rule 10D-1 | — | — |
Compensation Committee, Peer Benchmarking, and Say-on-Pay
- Compensation Committee: Independent directors Peter Mueller (Chair), David Mack, and Sandeep Laumas oversee executive pay; authority to retain consultants; CEO provides input for other executives’ pay .
- Consultant and peer group: Radford (Aon) engaged in 2022–2024 to advise on equity programs and develop a peer group; specific peer constituents and target percentile are not disclosed in the proxy .
- Say-on-Pay: Board recommends “FOR” say-on-pay in 2025 and set next advisory vote in 2026 following 2024 frequency vote; vote outcomes/approval percentages not provided in the documents cited .
Related Party Transactions and Governance Flags
- BioXcel LLC and BioXcel Holdings affiliations: As of Oct 31, 2025, BioXcel LLC owned ~2.21% of BTAI; Mehta holds executive/board roles at BioXcel Holdings/LLC and may be deemed to beneficially own BTAI shares held by BioXcel LLC .
- Section 16(a) reporting: Late Form 4 filings noted for Mehta and others regarding 2024 grants; Board policy requires audit committee oversight of related person transactions .
- Insider trading policy: Hedging of Company securities is prohibited .
Performance & Track Record
| Year | TSR (Value of $100 Initial Investment) | Net Income ($MM) |
|---|---|---|
| 2022 | 105.66 | (165.8) |
| 2023 | 14.51 | (179.1) |
| 2024 | 1.84 | (59.6) |
- Achievements and operational focus: Proxy cites Mehta’s role in shaping BTAI’s strategy and fundraising; 2024 PSUs explicitly tied to financing, clinical progress (Serenity/Tranquility), commercialization (IGALMI revenue), and partnering objectives .
Director Compensation (Program Overview; Mehta is an employee director)
| Component | Amount |
|---|---|
| Base Board Fee | $60,000 |
| Chair/Lead Independent Director | $35,000 |
| Audit Chair | $20,000 |
| Compensation Chair | $15,000 |
| Nominating/Gov Chair | $10,000 |
| Audit Member | $10,000 |
| Compensation Member | $7,500 |
| Nominating/Gov Member | $5,000 |
- 2024 Director Compensation Table (non-employee directors): cash fees and option award accounting values disclosed (e.g., Mueller total $150,410) .
Risk Indicators & Red Flags
- Negative multi-year EBITDA and net losses; TSR deterioration in 2023–2024 (EBITDA per S&P Global; see table above).
- Late Section 16 filings for 2024 grants .
- Dual-role and affiliate control: Mehta’s roles at BioXcel Holdings/LLC and deemed beneficial ownership via affiliate present related-party and governance sensitivity .
- Bonus restrictions under Credit Agreement (possible retention/satisfaction risk for execs) .
Investment Implications
- Pay-for-performance alignment: 2024 eliminated cash bonuses and shifted to at-risk equity (options/PSUs) explicitly tied to financing, clinical milestones, commercialization, and partnering—positive alignment signal if goals are rigorous and payouts remain contingent .
- Retention and selling pressure: 2024 option grants vest quickly (50% annually over two years) and PSUs on a one-year cycle; RSUs, when granted, typically vest on the first anniversary—expect potential Form 4 activity near anniversaries; late filings in prior year warrant monitoring .
- Ownership alignment: Beneficial ownership dropped from 25.4% (Apr 2024) to 2.8% (Oct 2025) as affiliate holdings declined/diluted; current direct/option-based exposure remains material but far lower than prior year—reducing control risk while potentially weakening alignment, depending on affiliate dynamics .
- Protection terms: Mehta’s severance includes 24 months salary continuation and 50% equity acceleration on base-case termination, plus 24 months lump sum in change-in-control—generous economics that may create sale or termination incentives; clawback policy is in place per Nasdaq rules .