David Chang
About David Chang
David J. Chang, M.D., M.P.H., is Cabaletta Bio’s Chief Medical Officer (CMO) since June 2019, aged 62 as of April 28, 2025, with prior leadership at AstraZeneca and GlaxoSmithKline driving the clinical development and registration of the only two products approved for systemic lupus erythematosus in the U.S. in over 60 years . He holds an M.D. from NYU, an M.P.H. from Emory, and a B.S. from Yale; he completed internal medicine training at Cornell-affiliated New York Hospital and a rheumatology fellowship at Hospital for Special Surgery . Cabaletta is pre-commercial with negative net income; pay-versus-performance disclosures show TSR translating a fixed $100 to $24.54 in 2024 vs $245.41 in 2023, and net loss of $115.86 million in 2024 vs $67.68 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AstraZeneca Pharmaceuticals LP | SVP & Head, Inflammation, Autoimmunity & Neuroscience, Global Medicines Development | 2015–2019 | Oversaw late-stage development across biologics/small molecules; leadership contributing to registration of two SLE products |
| GlaxoSmithKline plc | VP & Head, Immuno-Inflammation, Clinical Development (various positions) | 2007–2015 | Led immuno-inflammation clinical development; contributed to SLE approvals |
External Roles
No external public-company board roles disclosed for Dr. Chang in the proxy statements .
Fixed Compensation
Multi-year compensation for David Chang:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $457,381 | $476,910 | $496,833 |
| Non-Equity Incentive Plan ($) | $219,359 | $244,940 | $268,290 |
| Option Awards (Grant-date Fair Value, $) | $298,140 | $1,379,202 | $2,581,003 |
| All Other Compensation ($) | — | — | — |
| Total ($) | $974,880 | $2,101,052 | $3,346,126 |
Base salary rates:
| Item | 2023 | 2024 |
|---|---|---|
| Base salary through Feb. | $461,459 | $480,000 |
| Base salary effective Mar. 1 | $480,000 | $500,200 |
Performance Compensation
Cabaletta’s annual cash incentive awards for executives use a target bonus percentage of base salary, adjusted by company achievement vs annual objectives and individual achievement; awards are paid the following year .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target bonus rate (% of base) | 40% | 40% |
| Company achievement (%) | 107% | 108% |
| Individual achievement (%) | 120% | 125% |
| Actual bonus paid ($) | $244,940 | $268,290 |
| Vesting/timing | Cash bonuses paid in subsequent year | Cash bonuses paid in subsequent year |
Equity incentives are delivered via stock options; notable 2024 grant terms are detailed below .
Equity Ownership & Alignment
Total beneficial ownership and alignment:
- Beneficial ownership: 620,971 shares (1.21% of 50,743,101 shares outstanding as of April 28, 2025) .
- Insider trading policy prohibits short sales, derivatives, margin pledging, or pledging company stock as collateral; waivers require Audit Committee approval (no waivers granted) .
- Clawback policy adopted Sept. 12, 2023 requires recovery of incentive-based compensation upon financial restatement, covering current/former executive officers .
Outstanding option awards (as of Dec 31, 2024):
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 6/23/2020 | 185,709 | — | 6.30 | 6/23/2029 | 25% on 6/17/2020, then quarterly over 4 years |
| 10/23/2019 | 48,836 | — | 11.00 | 10/23/2029 | 25% on 10/24/2020, then quarterly over 4 years |
| 2/28/2021 | 38,238 | — | 14.94 | 2/28/2030 | 25% on 3/1/2021, then quarterly over 4 years |
| 2/28/2022 | 106,406 | 7,094 | 11.47 | 2/28/2031 | 25% on 3/1/2022, then quarterly over 4 years |
| 1/17/2023 | 92,813 | 42,187 | 3.21 | 1/17/2032 | 25% on 1/18/2023, then quarterly over 4 years |
| 1/17/2024 | 65,625 | 84,375 | 11.09 | 1/17/2033 | 25% on 1/18/2024, then quarterly over 4 years |
| 2/28/2024 | — | 130,000 | 23.97 | 2/28/2034 | 25% on 3/1/2025, then 12 equal quarterly installments thereafter |
- Aggregate exercisable options: 537,627 shares across grants shown above .
- Aggregate unexercisable options: 263,656 shares across grants shown above .
- 2024 grant vesting cadence implies 32,500 shares vesting on March 1, 2025, then ~8,125 shares quarterly through March 1, 2028 .
Equity compensation plan capacity:
- As of Dec 31, 2024: 11,231,148 shares subject to outstanding options (weighted-average exercise price $10.63) and 1,693,564 shares remaining available across plans .
Employment Terms
- Employment agreement: Amended & restated October 2019; employment at-will .
- Severance (outside change-in-control): 9 months of base salary plus employer-paid COBRA premiums up to 9 months, subject to separation agreement and covenants .
- Change-in-control (double trigger): Upon termination without cause or for good reason within the CIC period, cash severance equal to 1.0x (base salary + target bonus) paid over 12 months, employer-paid COBRA up to 12 months, and full acceleration of time-based stock options and other stock awards .
- Non-compete / non-solicit: Applies during employment and for 12 months thereafter .
- 280G/4999 treatment: Cutback to avoid excise tax if it yields higher net after-tax benefit; no tax gross-ups disclosed .
- Benefits: Eligible for 401(k) with safe harbor match (up to 4% of eligible pay for 2024 plan year) and standard medical, disability, and life insurance benefits .
Say-on-Pay and governance:
- Say-on-Pay introduced in 2025; board recommends annual frequency .
Insider trading and clawback:
- Hedging/derivatives/pledging/margin use prohibited; trades require pre-clearance; Rule 10b5-1 plans governed by policy .
- Clawback policy aligned with Dodd-Frank, SEC rules, and Nasdaq standards adopted Sept 12, 2023 .
Related party transactions:
- None above $120,000 involving executive officers since Jan 1, 2023, outside of disclosed offerings .
Investment Implications
- Strong alignment via significant unvested options with multi-year quarterly vesting, implying ongoing retention hooks and potential insider selling windows as awards vest; the 2024 grant adds 130,000 options with an initial cliff on March 1, 2025 followed by steady quarterly vesting through 2028 .
- Pay-for-performance framework uses company and individual achievement multipliers; actual cash bonuses increased with higher company and individual scores in 2024, while equity grants scaled materially year-over-year, increasing at-risk compensation tied to long-term value creation .
- Double-trigger CIC protection with full time-based equity acceleration could elevate change-of-control economics, but presence of clawback and prohibition on hedging/pledging supports governance alignment and reduces red-flag risk .
- Company-level TSR volatility and negative net income reflect pre-commercial stage risk; continued execution on clinical milestones (core to bonus determinations) will be key to value creation and payout outcomes .