Anthony Bergmann
CAPRICOR THERAPEUTICSAbout Anthony Bergmann
Anthony Bergmann is Chief Financial Officer of Capricor Therapeutics (CFO since January 2018) and has served in finance roles at the company since 2011 (Director of Finance → Vice President of Finance → CFO; also serves as corporate treasurer) . He holds a B.S. in Management (minor in Finance) from Providence College and an M.B.A. from USC Marshall School of Business . As of April 16, 2021, he was 35 years old (age disclosed relative to that date) . Company performance disclosures show cumulative TSR corresponding to a $100 initial investment of 132 in 2022 and 167 in 2023, alongside net losses of $29.0M (2022) and $22.3M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capricor, Inc. / Capricor Therapeutics | Director of Finance → Vice President of Finance (post-merger) → Chief Financial Officer; Corporate Treasurer | 2011–2013 (Director); 2013–2018 (VP Finance); 2018–Present (CFO) | Assisted with Series A-3 $6.0M preferred raise, structured a $19.8M CIRM budget proposal, coordinated reverse merger and financings totaling >$85M; manages finance, accounting and HR . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gettleson, Witzer & O’Connor (business management firm, Beverly Hills) | Finance/Accounting for film/entertainment clients; budgeting, tax forecasting, asset management | Pre-2011 (prior to joining Capricor) | Supported clients generating >$1B in worldwide revenue; finance and operations roles across industries earlier in career . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2021 | 315,000 | Increased effective Jan 1, 2021 under the May 14, 2019 employment agreement . |
| 2022 | 345,000 | Increased effective Jan 1, 2022 . |
| 2023 | 362,250 | Increased effective Jan 1, 2023 . |
| 2024 | 376,700 | Increased effective Jan 1, 2024 . |
Performance Compensation
- Annual cash bonus design (2024): Target 40% of base salary; corporate goals tied to deramiocel regulatory milestones and successful financing; Compensation Committee considered regulatory/clinical progress, financing, stock price appreciation, and corporate/departmental goals; awards ranged 30%–66% of base salary .
| Component | Metric(s) | Target | Actual | Payout/Grant | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Regulatory achievements (deramiocel), financing, stock performance, corp./dept. goals | 40% of base | Achieved | $150,680 cash (paid Feb 28, 2025) | Cash bonus paid 2/28/2025 . |
| 2024 Annual Equity | Long-term alignment (options) | N/A | N/A | 85,000 options (FMV strike; 1/48th monthly from Feb 1, 2024) | Vests monthly over 48 months from 2/1/2024 . |
| 2024 Extraordinary Bonus (awarded Jan 2025) | One-time recognition for 2024 efforts | N/A | N/A | 6,170 options + 3,342 RSAs; aggregate grant value $125,000 (Jan 2025) | Vesting terms not specified in proxy excerpt . |
| 2023 Annual Bonus (as updated) | Corporate and individual performance | Not disclosed for 2023 | Achieved | $90,500 total; $27,150 converted to fully vested options (9,692 shrs on Jan 2, 2024); $63,350 cash paid Mar 4, 2024 | Options deemed fully vested at grant (1/2/2024); cash paid 3/4/2024 . |
| 2022 Annual Bonus | Corporate and individual performance | Not disclosed | Achieved | $103,500 cash (paid Mar 3, 2023) | Cash paid 3/3/2023 . |
Multi-Year Summary Compensation (NEO Table Extract – Anthony Bergmann)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 376,700 | 150,680 | 391,000 | 11,850 | 930,230 |
| 2023 (updated) | 362,250 | 90,500 | 293,845 | 11,400 | 757,995 |
| 2022 | 345,000 | 103,500 | 464,538 | 10,650 | 923,688 |
| 2021 | 315,000 | 75,000 | 312,246 | 15,723 | 717,969 |
| 2020 | 287,500 | 27,500 | 475,692 | 1,500 | 792,192 |
Notes: “All Other Compensation” primarily includes health reimbursement account premiums and 401(k) match .
Equity Ownership & Alignment
- Hedging/Pledging: Hedging is prohibited; pledging requires pre-clearance under the Insider Trading Policy .
- Early exercise provision: Options under 2012/2020/2021 plans permit early exercise, with repurchase right if service terminates before vesting .
| As-Of Date | Shares Beneficially Owned | % of Common | Shares Outstanding Basis |
|---|---|---|---|
| Mar 31, 2025 | 488,597 | 1.1% | 45,676,887 shares outstanding |
| Mar 18, 2024 | 372,641 | 1.2% | 31,502,972 shares outstanding |
| Apr 7, 2023 | 255,800 | 1.0% | 25,269,926 shares outstanding |
| Apr 11, 2022 | 150,602 | <1% | 24,324,156 shares outstanding |
| Apr 16, 2021 | 76,222 | <1% | 22,797,930 shares outstanding |
| Apr 15, 2020 | 22,159 | <1% | 12,464,006 shares outstanding |
Option Awards & Vesting Detail (Outstanding at FY-end)
- Annual equity cadence: 2024 annual grant of 85,000 options at FMV strike; vests 1/48th monthly from Feb 1, 2024 .
- As of Dec 31, 2023, selected option positions (Anthony Bergmann) :
- 115,002 exercisable / 5,001 unexercisable at $1.39 expiring 02/12/2030 (2020 Plan; early exercise feature) .
- 69,776 exercisable / 25,917 unexercisable at $3.74 expiring 01/04/2031 (2021 Plan; early exercise feature) .
- 80,011 exercisable / 86,969 unexercisable at $3.18 expiring 01/03/2032 (2021 Plan; early exercise feature) .
- 19,479 exercisable / 65,521 unexercisable at $3.85 expiring 01/03/2033 (2021 Plan; early exercise feature) .
- Legacy smaller grants fully exercisable at $1.39 with expirations from 2025 to 2029 (e.g., 2,500 at 03/03/2025; 3,000 at 06/02/2026; 3,500 at 01/03/2027; 5,000 at 01/02/2028; 14,000 at 08/08/2029) .
- Representative vesting footnotes: most grants vest 1/48th monthly from grant-specific start dates; certain 2019 grant vested 20% immediately with remainder monthly over 48 months .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated May 14, 2019; at-will; signed confidential information, invention assignment and arbitration agreements . |
| Severance (pre-March 2025) | If terminated without cause, death or disability, or resigns for good reason: severance equal to six months’ base salary then in effect . |
| Severance (as of March 2025) | Increased to 12 months’ base salary then in effect for named executive officers (including CFO) . |
| Base Salary (2024) | $376,700 (effective Jan 1, 2024) . |
| Bonus Target (2024) | 40% of base salary; bonuses awarded 30%–66% of salary based on performance . |
| Clawback | No specific clawback policy disclosed in excerpts; company references Insider Trading Policy; hedging prohibited; pledging requires pre-clearance . |
| Change-of-Control (Equity) | Equity plans allow Administrator discretion in a Corporate Transaction to accelerate vesting, assume/substitute awards, or cash out (with 409A compliance); not an automatic single- or double-trigger acceleration . |
Compensation Committee, Say-on-Pay, and Benchmarking
- Compensation Committee roles include setting executive pay, employment/severance and change-in-control protections, and risk review of incentives; the charter outlines duties and independence under Nasdaq standards .
- 2024 peer group used for competitive market review: Abeona Therapeutics; Arcturus Therapeutics; Dyne Therapeutics; Edgewise Therapeutics; Editas Medicine; Fate Therapeutics; Lineage Cell Therapeutics; Sana Biotechnology; Solid Biosciences; Wave Life Sciences .
- 2025 Say-on-Pay (advisory) results: For 16,442,845; Against 1,467,438; Abstain 158,001; Broker Non-Votes 12,481,913 .
Related Policies and Risk Indicators
- Anti-hedging and pledging restrictions are in place; pledging requires compliance officer pre-clearance (reduces hedging/pledging misalignment risk) .
- Options generally priced at or above market on grant date (FMV strike) and vest monthly, limiting timing discretion and aligning with long-term performance .
- Equity plan mechanics allow flexible treatment in corporate transactions but do not guarantee automatic acceleration (mitigates windfall risk) .
Equity Ownership — Detailed Outstanding Awards (as of 12/31/2023)
| Grant/Plan | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 2012/2020/2021 (aggregate key lines for CFO) | 115,002 | 5,001 | 1.39 | 02/12/2030 | 1/48th monthly from Mar 1, 2020; early exercise permitted . |
| 2021 Plan | 69,776 | 25,917 | 3.74 | 01/04/2031 | 1/48th monthly from Feb 1, 2021; early exercise permitted . |
| 2021 Plan | 80,011 | 86,969 | 3.18 | 01/03/2032 | 1/48th monthly from Feb 1, 2022; early exercise permitted . |
| 2021 Plan | 19,479 | 65,521 | 3.85 | 01/03/2033 | 1/48th monthly from Feb 1, 2023; early exercise permitted . |
| Legacy options | 2,500 | — | 1.39 | 03/03/2025 | Fully exercisable . |
| Legacy options | 3,000 | — | 1.39 | 06/02/2026 | Fully exercisable . |
| Legacy options | 3,500 | — | 1.39 | 01/03/2027 | Fully exercisable . |
| Legacy options | 5,000 | — | 1.39 | 01/02/2028 | Fully exercisable . |
| Legacy options | 14,000 | — | 1.39 | 08/08/2029 | Fully exercisable . |
Investment Implications
- Pay-for-performance alignment: 2024 bonus was formulaically anchored to a 40% target with achievement tied to regulatory milestones and financing execution; CFO’s payout equaled 40% of base, and he also received a one-time 2024 recognition equity grant in Jan 2025, signaling board emphasis on regulatory and capital markets execution in value creation .
- Retention and selling pressure: Large, multi-year monthly vesting schedules across 2020–2024 option grants (and early-exercise features) spread realizable value over time, reducing cliff risk but creating regular liquidity windows; anti-hedging and controlled pledging policies reduce misalignment risk .
- Ownership alignment: Beneficial ownership increased steadily from 22,159 shares (2020) to 488,597 shares (2025), with ~1.1% ownership by March 31, 2025—material for a small-cap biotech—indicating meaningful skin-in-the-game .
- Change-in-control economics: Cash severance increased to 12 months of salary in March 2025; equity treatment is discretionary under plan terms (no automatic single- or double-trigger), which moderates potential windfalls and may be viewed favorably by governance-sensitive investors .
- Shareholder support: 2025 say-on-pay garnered 16.44M “For” votes vs. 1.47M “Against,” reflecting strong support for the compensation framework during a pivotal regulatory/financing period .