Steven Nichtberger
About Steven Nichtberger
Steven Nichtberger, M.D., is Cabaletta Bio’s President, CEO, and Chairman since founding in 2017; age 63 as of April 28, 2025, with prior leadership roles at Merck and Tengion and academic ties to Wharton/UPenn . Cabaletta is pre-revenue and recorded net losses of $115.86M in 2024 and $67.68M in 2023; TSR for a $100 investment measured from 12/31/2022 was $24.54 in 2024 vs $245.41 in 2023, indicating high volatility during his tenure . He beneficially owns 3,149,413 shares (5.99% of outstanding), aligning incentives with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tengion, Inc. | President & CEO; Director | 2004–2011 | Led regenerative medicine company; received National Ernst & Young Entrepreneur of the Year (Emerging Companies) in 2008 . |
| Merck & Co. | Head of Global Marketing; various commercial roles | 1995–2003 | Senior commercial leadership at large-cap pharma, informing market access and launch strategies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wharton School, University of Pennsylvania | Professor of Professional Practice; Adjunct Professor | Not disclosed | Academic roles in the Vagelos LSM program/Wharton, reinforcing network and domain expertise . |
| BioAdvance Greenhouse Fund | Board Member | Not disclosed | Venture/early-stage biotech investment exposure . |
| Industry/Nonprofit (e.g., Alliance for Regenerative Medicine, Pennsylvania Bio, BIO) | Past Director/Chair (various) | Not disclosed | Founding member/board leadership across sector organizations . |
Fixed Compensation
| Year | Base Salary (paid, $) | Target Bonus % of Salary | Actual Bonus Paid ($) | Option Awards Grant Date FV ($) |
|---|---|---|---|---|
| 2024 | 646,328 | 55% | 428,157 | 7,008,417 |
| 2023 | 597,417 | Not disclosed | 412,288 | 3,784,529 |
Additional detail (2024 salary changes): Base moved from $602,200 to $638,300 effective March 1, 2024 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Company objectives (clinical development, business development, financial/operational goals, team culture) | Not disclosed | Not disclosed | Company achievement 108%; Individual achievement 114%; Paid $428,157 (CEO) | Paid in 2025 for 2024 performance |
Notes: The compensation committee uses Radford as independent consultant; program emphasizes market competitiveness and pay-for-performance, but specific quantitative targets/weights were not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,149,413 shares; 5.99% of outstanding (50,743,101 shares outstanding as of Apr 28, 2025) . |
| Vested vs unvested (12/31/2024) | Options exercisable: 1,569,823; Options unexercisable: 724,119 . |
| Pledging/Hedging | Insider trading policy prohibits short sales, derivative transactions, margin pledging; no waivers requested/approved to date . |
| Ownership guidelines | Not disclosed for executives (director/exec ownership guidelines not stated) — |
| Equity plan capacity | 11,231,148 options outstanding; 1,693,564 shares available across plans as of 12/31/2024 . |
Key Option Grants and Vesting (Outstanding at 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule (summary) |
|---|---|---|---|---|---|
| Legacy option (2018) | 186,451 | — | 1.01 | 10/28/2028 | Historical; fully vested . |
| Legacy option (2018) | 229,677 | — | 1.01 | 10/28/2028 | 25% at 10/11/2019; monthly thereafter (1). |
| 2019 grant | 99,714 | — | 11.00 | 10/23/2029 | 25% at 10/24/2020; quarterly thereafter (2). |
| 2020 grant | 300,000 | — | 14.94 | 2/28/2030 | 25% at 3/1/2021; quarterly thereafter (3). |
| 2021 grant | 312,656 | 20,844 | 11.47 | 2/28/2031 | 25% at 3/1/2022; quarterly thereafter (7). |
| 2022 grant | 261,250 | 118,750 | 3.21 | 1/17/2032 | 25% at 1/18/2023; quarterly thereafter (8). |
| 2023 grant | 180,075 | 231,525 | 11.09 | 1/17/2033 | 25% at 1/18/2024; quarterly thereafter (9). |
| 2024 grant | — | 353,000 | 23.97 | 2/28/2034 | 25% at 3/1/2025; quarterly thereafter (10). |
Note: Numbers as of 12/31/2024; vesting subject to continued service .
Employment Terms
| Scenario | Cash Severance | COBRA | Equity Treatment | Other Key Terms |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC period) | 12 months base salary | Employer-paid premiums up to 12 months | No automatic acceleration unless special clause below | At-will; base salary/bonus set by Board; life insurance premium reimbursement . |
| Termination without cause / for good reason (within CIC period: 60 days before to 12 months after CIC) | 1.5x (base salary + target bonus), paid over 18 months | Employer-paid premiums up to 18 months | Full acceleration of all stock options and stock-based awards | 280G cutback (no excise tax gross-up); benefits reduced if beneficial after-tax . |
| Special “Chair dissatisfaction” good reason (outside CIC) | As above (12 months salary) plus equity acceleration | Employer-paid premiums up to 12 months | Full acceleration if resigns within 6 months after a chair is appointed and Board doesn’t change chair after notice | Non-compete and non-solicit apply during employment and 12 months post-termination . |
Board Governance and Director Service (Dual-Role Implications)
- Roles: Chairman of the Board and CEO since 2017; not independent due to executive status .
- Board structure: 6 directors across three staggered classes; independent directors comprise a majority; independent directors meet in executive session regularly .
- Committees (all independent members):
- Audit: Henriques (Chair), Brun, Simon; Henriques designated financial expert; met 6 times in 2024 .
- Compensation: Simon (Chair), Henriques, Tomasello; met 4 times in 2024 .
- Nominating & Corporate Governance: Brun (Chair), Bollard, Simon; met 2 times in 2024 .
- Science & Technology: Bollard (Chair), Brun, Tomasello; 4 meetings in 2024 .
- Attendance: Each director attended ≥90% of board and committee meetings in 2024; 5 of 6 attended the 2024 annual meeting .
- Director compensation: CEO receives no additional pay for board service; non-employee director cash retainers (2024: Board $40k; committee retainers vary) and annual options; policy updated in 2025 to increase certain committee retainers (e.g., Audit member $10k; Chair $20k) .
- Dual-role considerations: Board defends combined Chair/CEO structure for unified leadership and accountability; independent committee chairs and regular executive sessions serve as counterbalances .
Related Policies, Controls, and Risk Flags
- Insider trading/pledging/hedging: Policy prohibits short sales, hedging, derivatives, and pledging/margin use without audit committee approval; no waivers granted to date .
- Clawback: Dodd-Frank/Nasdaq-compliant compensation recovery policy adopted Sept 12, 2023 for current/former executive officers; recovers excess incentive comp for three years preceding a required restatement .
- Compensation risk: Company deems programs not likely to encourage excessive risk-taking; emphasizes long-term alignment .
- Related-party transactions: None exceeding thresholds since Jan 1, 2023 (other than disclosed offerings involving 5% holders); formal related-person transaction policy in place .
- Say-on-pay: First non-binding advisory Say-on-Pay and Say-on-Frequency votes scheduled for 2025; Board recommends annual frequency .
Director Compensation (Context for Dual Role)
| 2024 Non-Employee Director Fees | Member Annual Retainer ($) | Chair Annual Retainer ($) |
|---|---|---|
| Board | 40,000 | — |
| Audit Committee | 7,500 | 15,000 |
| Compensation Committee | 5,500 | 11,000 |
| Nominating & Corporate Governance | 5,000 | 10,000 |
| Science & Technology | 7,500 | 15,000 |
Note: CEO receives $0 for board service; 2025 committee retainers increased (e.g., Audit member $10k; Chair $20k) .
Performance & Track Record (Company-Level)
| Year | TSR: $100 initial on 12/31/2022 ($) | Net Income (Loss), $M |
|---|---|---|
| 2023 | 245.41 | (67.68) |
| 2024 | 24.54 | (115.86) |
Narrative: As a clinical-stage company with no revenue in 2023–2024, net losses are expected; TSR shows a sharp rise in 2023 followed by a significant decline in 2024, underscoring equity volatility tied to clinical/regulatory catalysts .
Employment Contracts & Severance Economics (Detail)
- CEO target bonus: 55% of base salary (2024), with company achievement at 108% and individual achievement at 114%; cash incentive paid $428,157 for 2024 .
- Severance: Outside CIC—12 months base and up to 12 months COBRA; In CIC—1.5x (base + target bonus) over 18 months, 18 months COBRA, and full equity acceleration on qualifying termination; 280G cutback applies; 12-month non-compete/non-solicit post-termination .
- Special governance safeguard: Unique “chair dissatisfaction” good reason resignation term allowing equity acceleration on resignation if a newly appointed chair is not replaced within 30 days after notice, exercisable within six months of appointment (outside CIC) .
Investment Implications
- Alignment vs dilution: CEO’s 5.99% beneficial stake is meaningful; however, high option overhang (11.23M options outstanding) and recently authorized share increase request signal ongoing equity financing needs; company disclosed going-concern risk absent additional capital beyond 1H26, increasing dilution risk and potential selling pressure as time-vested options continue to vest .
- Pay-for-performance: Cash incentives hinge on multi-factor operational goals (clinical, BD, ops), not financial revenue/EBITDA, consistent with clinical-stage status; equity-heavy grants amplify sensitivity to stock volatility; negative “Compensation Actually Paid” in 2024 reflects mark-to-market declines despite higher grant-date values, indicating real mark-to-market alignment but also volatility .
- Retention vs parachute risk: Strong CIC protection (1.5x base+bonus, full acceleration) balances retention through change but could create take-private/M&A negotiation optics; outside CIC, a 12-month severance and a unique "chair dissatisfaction" clause offer the CEO leverage over board leadership dynamics—an atypical provision that may influence governance perceptions .
- Governance checks: Combined Chair/CEO raises independence concerns, mitigated by majority-independent board, independent committee chairs, and regular executive sessions; no excise tax gross-ups; robust anti-hedging/pledging and clawback policies reduce governance red flags .