Josh Mandel-Brehm
Camp4 TherapeuticsAbout Josh Mandel-Brehm
Josh Mandel-Brehm is President, Chief Executive Officer, and a Director of CAMP4 Therapeutics; he has served on the board and as CEO since 2017 and was 42 years old as of April 30, 2025 . He holds a BA in Biology from Washington University in St. Louis and an MBA from the University of Michigan . Under his leadership in Q3 2025, CAMP4 initiated GLP toxicology studies for its SYNGAP1 program (CMP-002), completed analysis of Phase 1 SAD/MAD for CMP-001, and secured an oversubscribed private placement with upfront proceeds of $50 million and potential up to $100 million, extending cash runway into 2027 . Recent 8-K filings listing exhibits are signed by Mandel-Brehm as CEO, evidencing current active executive capacity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polaris Partners | Entrepreneur Partner | 2017–Oct 2021 | Venture-building experience; board-level network and financing know-how |
| Biogen Inc. | Business Development | 2013–2017 | Led strategic activities and transactions; big-cap BD discipline |
| Genzyme Corporation | Roles of increasing responsibility in BD (Rare Disease BU) | 2009–2013 | Rare disease partnering and commercial strategy exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProMIS Neurosciences, Inc. | Director | Since Sep 2021 | Neurodegenerative therapeutics oversight; cross-board information flow |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $546,000 | $557,250 |
| Target Bonus % of Salary | 30% | 50% |
| Actual Bonus Paid ($) | $140,381 | $201,000 |
| Option Awards Grant-Date Fair Value ($) | — | $404,991 |
| All Other Compensation ($) | $9,900 | $1,131,744 (includes $619,678 loan forgiveness and $501,716 tax-assistance bonus; 401(k) $10,350) |
| Total Compensation ($) | $696,281 | $2,294,985 |
- Mandel-Brehm’s annual base salary was increased to $600,000 in October 2024 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company and individual performance factors | Not disclosed | 50% of base salary | $201,000 | Paid following year-end per program |
| Annual Cash Bonus (2023) | Company and individual performance factors | Not disclosed | 30% of base salary | $140,381 | Paid following year-end per program |
| Stock Options (Grant 3/27/2024) | Time-based; equity alignment | n/a | 44,579 options | Grant-date FV included above | Vests monthly over 48 months from vest start 3/7/2024 |
- Policies emphasize no grant-date timing around material nonpublic information; awards typically approved in Q1 and vest monthly over 48 months for executives .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 31, 2025) | Shares | % of Outstanding | Shares Outstanding Basis |
|---|---|---|---|
| Josh Mandel-Brehm | 627,459 | 3.1% | 20,161,073 shares |
Outstanding Equity Awards (as of Dec 31, 2024):
| Grant/Instrument | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Schedule | Stock Awards Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Option grant (3/1/2022 vest start) | 43,186 | 23,683 | 5.50 | 03/23/2032 | Monthly over 48 months | — | — |
| Option grant (9/1/2022 vest start) | 177,962 | 163,725 | 8.41 | 12/07/2032 | Monthly over 48 months | — | — |
| Option grant (3/7/2024 vest start; granted 3/27/2024) | 5,572 | 39,007 | 9.08 | 03/26/2034 | Monthly over 48 months | — | — |
| Legacy low-strike options | 25,048; 2,268; 30,719; 2,835; 1,417 | — | 2.12 | 2027–2030 | Various prior grants | — | — |
| Restricted Stock from early exercise (3/31/2021–3/31/2025) | — | — | — | — | Monthly over 48 months; restrictions fully lapsed 3/31/2025 | 16,719 | $87,273 (at $5.22 close) |
Alignment and Pledging/Hedging:
- Insider trading policy prohibits hedging, short sales, derivatives, and holding securities in margin accounts; pledging is prohibited subject to limited exceptions .
- In August 2021, CAMP4 extended a secured promissory note to Mandel-Brehm to fund early option exercise for 267,500 shares; note was secured by a pledge of these shares, forgiven in June 2024, and the company paid $501,716 in January 2025 to assist with taxes on forgiveness; shares were deemed outstanding upon forgiveness .
Employment Terms
| Provision | Key Term |
|---|---|
| Employment agreement | Amended and restated, dated October 3, 2024 |
| Restrictive covenants | Confidentiality and IP assignment; 12-month post-termination non-compete and non-solicit of service providers, customers, suppliers |
| Severance (non-CIC qualifying termination) | 12 months base salary continuation; monthly COBRA contribution during severance/COBRA eligibility; separation agreement required |
| Severance (CIC window: 3 months pre- through 12 months post-CIC) | 18 months base salary continuation; payment equal to target annual cash incentive for year of termination; COBRA contribution during 18 months/COBRA eligibility; full acceleration of outstanding unvested time-based equity |
| Golden parachute excise tax | No tax gross-up; “cutback” to maximize after-tax benefit if applicable |
| Clawback policy | Recoupment of incentive compensation for covered executives upon required financial restatement; applies to prior three completed fiscal years; methods include reimbursement/cancellation/adjustment |
| Insider trading policy | Prohibits hedging, derivatives, short sales, margin accounts, and pledging with limited exceptions |
Board Governance
- Board leadership: Independent Chair Steven Holtzman; structure separates CEO and Chair to provide independent oversight .
- Independence: Board determined all directors except Mandel-Brehm are independent under Nasdaq rules; audit and compensation committees fully independent per Exchange Act rules .
- Committee memberships and chairs:
- Audit: Higgins (Chair), Boylan, Chakravarty, Williams; 3 meetings in FY2024; Higgins designated “audit committee financial expert” .
- Compensation: Holtzman (Chair), Higgins, Young; 3 meetings in FY2024; oversees executive pay, peer benchmarking, clawback, ownership guidelines .
- Nominating & Corporate Governance: Ragan (Chair), Thadhani, Boylan, Holtzman; responsibilities include board composition, succession, ESG oversight .
- Director compensation: Non-employee directors receive retainers ($40,000; $70,000 for Chair) and committee fees; initial and annual option grants under 2024 Plan; CEO receives no director compensation .
Performance & Track Record
- Q3 2025 highlights: Initiated GLP tox studies for CMP-002; planning first-in-human Phase 1/2 in 2H 2026; strategic decision to partner CMP-001 after favorable Phase 1 PK/safety; private placement up to $100 million with $50 million initial closing; runway extended into 2027 .
- Recent filings signed by Mandel-Brehm as CEO underscore executive accountability for disclosures .
Related Party Transactions
- Secured promissory note (Aug 2021) to Mandel-Brehm of $565,999.96 to fund early option exercise for 267,500 shares, secured by pledge of those shares; forgiven in June 2024. Company paid a $501,716 cash bonus in Jan 2025 to assist with taxes on forgiveness; shares deemed outstanding upon forgiveness .
Compensation Committee Analysis
- Compensation consultant: Alpine engaged in 2024 for program design, peer group identification, and benchmarking .
- Committee responsibilities: Set CEO/NEO performance goals, approve compensation, administer equity plans and clawback, recommend ownership guidelines, and review perquisites and risk .
Equity Compensation Plan Capacity
- As of Dec 31, 2024: 2016 Plan had 2,055,431 options outstanding; 2024 Plan had 63,994 options outstanding and 2,079,045 shares available (auto-increase mechanics); ESPP had 214,303 shares available (auto-increase) .
Investment Implications
- Pay-for-performance alignment: Variable pay increased in 2024 (bonus target 50% vs 30% prior), and equity is primarily time-based options vesting monthly over 48 months; lack of disclosed quantitative performance metrics for bonuses reduces transparency for strict pay-for-performance assessment .
- Insider selling pressure: Ongoing monthly vesting across multiple option grants (2022–2024) creates a steady cadence of potential exercisable supply; RSAs from early exercise fully lapsed on 3/31/2025, increasing free tradable shares .
- Alignment and governance flags: 2021 loan secured by share pledge and 2024 forgiveness with 2025 tax-assistance payment can be viewed as shareholder-unfriendly optics despite subsequent policy prohibitions on pledging and hedging; monitor future related-party arrangements .
- Retention and change-of-control: 12–18 months salary continuation and CIC equity acceleration support retention but introduce potential overhang in sale scenarios; no excise tax gross-up mitigates parachute risk .
- Board independence mitigates CEO-director dual role: Independent Chair and fully independent committees reduce governance risk tied to CEO Board membership .
- Execution track record: Advancement of SYNGAP1 program and financing runway into 2027 are positives for value creation; continued partnering strategy on CMP-001 reduces capital intensity but also shifts development risk-sharing .