Chris Ehrlich
About Chris Ehrlich
Chris Ehrlich is Chairman and Chief Executive Officer of CERO Therapeutics Holdings, Inc. (appointed interim CEO Oct 1, 2024; permanent CEO Dec 2, 2024; Class III director with term ending 2027; age 55). He brings biotechnology business development, venture capital, investment banking, and SPAC leadership experience, with a B.A. in Government from Dartmouth and an M.B.A. from Northwestern’s Kellogg School of Management . Under his leadership, CERO achieved FDA clearance of its IND for lead asset CER‑1236 in AML in Nov 2024 and prepared to initiate Phase 1 clinical trials, a milestone also used in executive and director performance equity triggers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phoenix Biotech Acquisition Corp. (PBAX) | Chief Executive Officer | Oct 2021 – Feb 2024 | Led SPAC that merged with CERO; prior PBAX experience underpins capital markets and transaction execution . |
| Locust Walk Acquisition Corp. (LWAC; Nasdaq: EFTR) | Chief Executive Officer | Jan 2021 – Aug 2021 | Completed business combination with eFFECTOR Therapeutics . |
| Locust Walk Partners | Senior Managing Director & Global Head of Strategic Transactions | 2013 – 2021 | Sourced and led multiple BD/M&A transactions (e.g., Xyphos→Astellas 2019; Thar→Grünenthal 2018) . |
| InterWest Partners | Managing Director (VC) | Not disclosed | Board roles at KAI (sold to Amgen), Biomimetic (sold to Wright Medical), Invuity (sold to Stryker), Xenon (NASDAQ:XENE) . |
| Purdue Pharma; Genentech; U.S. Russia Investment Fund; L.E.K. Consulting | BD, licensing, venture, strategy roles | Not disclosed | Broad operating and investing foundation across pharma/biotech and finance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Launch One Acquisition Corp. (Nasdaq: LPAA) | Chief Executive Officer; Director | Since Jul 2024 | SPAC focused on healthcare/life sciences . |
| Prostate Management Diagnostics, Inc. | Director | Not disclosed | Current external board role . |
| Healthcare at Kellogg (Northwestern Univ.) | Advisory Board Member | Current | Academic advisory service . |
| Peter Michael Foundation | Senior Advisor; Advisory board | Current | Philanthropic advisory . |
| Ehrlich Bioventures, LLC | Principal | Current | Advisory firm to emerging biopharma . |
Fixed Compensation
| Component | Terms | Period/Date | Notes |
|---|---|---|---|
| Base salary (cash) | $90,000 | FY 2024 | Reported in 2024 Summary Compensation Table . |
| Consulting fee (CEO services) | $30,000 per month | Effective Oct 1, 2024 (initial 12‑month term) | Under Ehrlich Consulting Agreement; coincident with interim CEO role . |
| Consulting fee (updated) | $40,000 per month | Increased Feb 2025 | Board increased monthly compensation in Feb 2025 . |
No target bonus % or bonus paid for Mr. Ehrlich was disclosed for 2024/2025 in the proxy. A future 8‑K was expected to report modified terms following his permanent CEO appointment on Dec 2, 2024, but terms were not included in the filings reviewed .
Performance Compensation
| Instrument/Grant | Metric(s) | Weighting | Target | Actual/Status | Vesting detail |
|---|---|---|---|---|---|
| Stock options (~25.5k shares) granted Oct 1, 2024 | 1) FDA IND acceptance; 2) Completion of ≥$1.5m financing | 50% / 50% | Achieve IND acceptance (CER‑1236); close qualifying financing | FDA cleared IND Nov 15, 2024; public offering closed Feb 7, 2025 with ~$5m proceeds; milestones occurred; vesting subject to continued service | Vests 50% on IND acceptance; 50% on financing completion, subject to service. Note: proxy references both 25,500 and 25,550 options in different sections . |
| Stock options 238,971 shares granted Mar 4, 2025 | Time + performance | 50% / 50% | Time-vest 9 months; performance terms not disclosed | Time portion scheduled ~Dec 4, 2025; performance conditions not specified | 50% vests at 9‑month anniversary; 50% subject to unspecified performance-based vesting . |
| 2024 equity grant value (ASC 718) | — | — | — | $908,748 | Grant-date/modification-date fair value; cash salary $90,000 in 2024 . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 125,122 shares; 2.01% of outstanding (as of May 1, 2025) . |
| Composition | 57,919 common shares; 50 shares issuable upon warrant exercise (within 60 days); 67,117 shares via options exercisable within 60 days; 36 shares held by spouse . |
| Vested vs. unvested | 67,117 options were exercisable within 60 days of May 1, 2025; remaining option holdings not disclosed by tranche . |
| Pledging/hedging | Insider trading policy addresses risks of margin/pledging and expressly prohibits derivative transactions (puts/calls/shorts and economic equivalents) by insiders . |
| Ownership guidelines | Not disclosed in the 2025 proxy. |
| 10b5‑1 plans | No Rule 10b5‑1 or non‑Rule plans adopted/terminated by directors or officers in Q4 2024 . |
| Section 16 compliance | Certain late filings in 2024 included a Form 4 late filing for Mr. Ehrlich on Oct 2, 2024 (administrative error) . |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | Interim CEO effective Oct 1, 2024; appointed permanent CEO Dec 2, 2024 . |
| Agreement | Consulting Agreement effective Oct 1, 2024; initial 12‑month term; $30k/month, increased to $40k/month in Feb 2025; equity awards linked to IND and financing; additional 238,971 options on Mar 4, 2025 (50% time-vest, 50% performance-based) . |
| Modification on CEO appointment | Company intended to modify consulting terms upon permanent CEO appointment, to be reported via 8‑K; specific revised terms not included in reviewed filings . |
| Severance/COC | Not disclosed for Mr. Ehrlich in the filings reviewed. Company adopted a Nasdaq‑compliant compensation recovery (clawback) policy . |
| Benefits/perqs | Standard employee benefits (health, 401(k) with 4% match); no executive-specific perquisites disclosed . |
Board Governance
- Structure and roles
- Chairman and CEO: Mr. Ehrlich serves as both, which concentrates authority; he is a Class III director (term ends at 2027 annual meeting) and is not independent by virtue of executive role .
- Committees: He is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees. Audit: Byrnes (Chair), Rolfe, Patel (all independent; Byrnes is “audit committee financial expert”). Compensation: LaPorte (Chair), Rolfe, Patel (all independent). Nominating & Governance: Rolfe (Chair), LaPorte, Byrnes (all independent) .
- Attendance: In 2024, Board met 16 times; Audit 4; Compensation 6; all directors attended ≥75% of meetings for which they served .
- Director compensation policy (context): Non‑employee directors receive $30,000 per annum plus equity; vice chairman role had $150,000 per annum and equity, with those awards forfeited upon elevation to interim CEO (illustrates transition to executive status) .
Performance & Track Record
- Clinical/regulatory: FDA cleared CERO’s IND for CER‑1236 in AML on Nov 15, 2024; management targeted initiating Phase 1 in early 2025. Mr. Ehrlich’s public statements emphasized advancing CER‑1236 and expanding into solid tumors with an additional IND in 1H 2025 (as an intention) .
- Capital markets: Company completed a registered direct offering in Feb 2025 ($5 million gross proceeds) and executed an April 2025 private placement of Series D Preferred ($5 million initial plus up to $3 million additional at investors’ option), both linked to proxy share issuance proposals due to Nasdaq rules .
- Listing/compliance: Company navigated Nasdaq compliance challenges in 2024–2025; regained bid‑price compliance in Feb 2025, transferred to Nasdaq Capital Market, and pursued measures including reverse splits to maintain listing .
Compensation Structure Analysis
- Pay mix and at‑risk orientation
- 2024 compensation for Mr. Ehrlich was heavily equity‑weighted ($908,748 option value vs. $90,000 cash salary), aligning compensation with milestones (IND acceptance, financing) .
- Additional March 2025 grant (238,971 options) includes a significant time‑based component (50% at 9 months) and 50% performance‑based vesting (terms not disclosed), balancing retention and performance .
- Metric design and rigor
- 2024 equity tied to specific, externally verifiable milestones (FDA IND clearance; financing ≥$1.5m)—objective and event‑based triggers that were achieved (Nov 2024 IND clearance; Feb 2025 offering) .
- Governance safeguards
- Company adopted Nasdaq‑compliant clawback policy; insider trading policy prohibits derivative transactions and addresses pledging/margin risks; plan documents permit option repricing with participant consent (a potential red flag if used) .
Vesting Schedules and Insider Selling Pressure
- Oct 1, 2024 option grant (~25.5k): 50% vests on FDA IND acceptance; 50% vests upon financing ≥$1.5m, subject to continued service. FDA IND cleared Nov 15, 2024; Feb 7, 2025 offering raised ~$5m—both triggers occurred, which can release supply overhang as tranches vest/exercise windows open .
- Mar 4, 2025 grant (238,971): 50% scheduled time‑vest on Dec 4, 2025 (9 months from grant); remaining 50% performance‑based (terms not disclosed). Time‑based vest creates a known date where incremental sellable supply could emerge, subject to blackout/10b5‑1 plans .
Director Service Details and Independence Considerations
- Board service history: Vice Chairman (Feb–Oct 2024), interim Chairman and CEO (Oct–Nov 2024), Chairman and CEO since Dec 2024; Director since 2024; Class III term through 2027 .
- Committee roles: No committee seats while serving as CEO; independent directors chair all key committees, with an audit committee financial expert designated (Byrnes) .
- Dual‑role implications: Combining CEO and Chair can reduce independent oversight; however, independent committees, high board meeting cadence, and ≥75% attendance mitigate some concerns .
Equity Plan Activity and Potential Dilution Context (for alignment assessment)
- Executive/Board awards to date under 2024 plan include substantial option grants (Mr. Ehrlich: 264,471 options since plan inception) supporting alignment but introducing future supply as vesting occurs .
- 2025 proxy proposals contemplated significant potential share issuance upon warrant exercise and Series D conversion (subject to stockholder approval), with scenario analyses showing concentrated ownership if fully converted/reset—implications for float, control, and executive equity value sensitivity to financing structure .
Investment Implications
- Alignment and incentives: Mr. Ehrlich’s compensation is strongly milestone‑driven with objective triggers (IND clearance, capital raised), and he holds 2.01% beneficial ownership including 67,117 options exercisable within 60 days as of May 1, 2025—indicating meaningful skin‑in‑the‑game tied to clinical and financing execution .
- Near‑term supply overhang: The March 4, 2025 option grant has a 50% time‑based vest on Dec 4, 2025; monitor for potential 10b5‑1 plan filings or insider sales post‑vesting, subject to blackout windows, as a trading signal .
- Governance risk/mitigants: CEO‑Chair duality warrants scrutiny, but fully independent key committees (with an audit financial expert) and robust meeting cadence/attendance provide guardrails; clawback and insider trading policies reduce governance red flags .
- Financing and dilution: Large potential share issuance tied to 2025 financings could affect ownership percentages and float; while not directly a compensation issue, it impacts equity‑based pay value realization and potential insider selling pressure—monitor outcomes of share issuance approvals and conversion resets .
References
- CEO appointment and background:
- 2025 DEF 14A (governance, compensation, ownership):
- IND clearance (Nov 15, 2024):
- Feb 2025 offering (financing):