Matthew Brams
About Matthew Brams
Matthew N. Brams, MD is Executive Vice President and Chief Medical Officer of Cingulate, a role he has held since January 2018; he co-founded Cingulate and served as a director from January 2018 through July 2021 . He completed residency and fellowship at Baylor College of Medicine in adult and child psychiatry, is board certified in Adult and Child Psychiatry, and serves as a Senior Board Examiner for the American Board of Psychiatry and Neurology; he earned his MD from The University of Texas Health Science Center and BA in Biology from the University of Texas . Current compensation structure emphasizes salary discipline and option-based incentives tied to the 2021 Omnibus Equity Plan amid cost containment and no cash bonuses for 2023; specific TSR, revenue-growth or EBITDA-growth targets linked to his compensation are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cingulate | Executive Vice President & Chief Medical Officer | Jan 2018–present | Leads clinical strategy and ADHD development programs; co-founder contribution to pipeline execution |
| Cingulate | Director | Jan 2018–Jul 2021 | Governance participation during early public-company transition |
| Bayou City Research | Principal | Apr 1999–Jan 2021 | Clinical research leadership; extensive ADHD trial participation with major pharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Taylor Recovery Center | Consultant Medical Director / Admitting Psychiatrist | Apr 2019–present | Clinical operations and patient care in recovery setting |
| Lakeview Health Rehabilitation Center | Consultant Medical Director / Admitting Psychiatrist | 2018–2019 | Program leadership during rehab operations |
| The Parc (Houston, TX) | Consultant Medical Director / Admitting Psychiatrist | 2012–2015 | Clinical oversight and care delivery |
| GeroPsych Unit, Gulf Coast Hospital | Admitting Psychiatrist | 2009–present | Geriatric psychiatric care execution |
Fixed Compensation
| Component | Terms | Effective Date | Notes |
|---|---|---|---|
| Base salary (initial employment agreement) | $200,000 annually | Sep 23, 2021 | EVP & Chief Medical Officer |
| Base salary (increase) | $250,000 annually | Jan 1, 2023 | Compensation Committee adjustment |
| Base salary (reduction) | $125,000 annually | Dec 16, 2023 | Cost containment measures |
| Base salary (2024 amendment) | Modified to enable max IRS 401(k) contributions and minimum statutory tax withholding | Jan 1, 2024 | Structure change; specific dollar amount not disclosed |
Performance Compensation
| Incentive Type | Metric/Formula | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Committee discretion based on company and individual performance | Target 25% of base salary | Not disclosed; company disclosed no cash bonuses paid for FY 2023 | N/A |
Stock Options – Grants and Terms
| Grant | Grant Date | Shares | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|
| Contingent Stock Options (2024 Plan Amendment) | Mar 4, 2024 | 63,324 | $1.18 per share | 10 years | 50% at six-month anniversary; remaining monthly over next 30 months; service-based; contingent on Plan Amendment approval |
| Quarterly non-qualified options (ongoing) | Last business day each calendar quarter (from 2024) | 1,000 per quarter | Per 2021 Plan (not specified) | Per 2021 Plan (not specified) | Per 2021 Plan; specific schedule not disclosed |
Stockholders approved the Plan Amendment on June 11, 2024, increasing plan capacity to 1,506,926 shares, enabling vesting of the contingent grants as scheduled .
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | Percent of Class | Notes (Exercisable Options Included) |
|---|---|---|---|
| Mar 21, 2022 | 650,240 | 5.75% | Does not include 16,992 options not exercisable within 60 days |
| Apr 15, 2022 | 650,240 | 5.75% | Same determination under SEC Rule 13d-3 |
| Mar 3, 2023 | 655,009 | 5.79% | Includes 4,769 options exercisable within 60 days; excludes 27,223 not exercisable within 60 days |
| Apr 19, 2023 | 655,269 | 5.79% | SEC beneficial ownership methodology |
Additional disclosures:
- Initial Form 3 filed Dec 7, 2021 reported 650,240 common shares; reverse splits noted in explanation of responses .
- No specific disclosures on pledging or hedging of company stock for Dr. Brams in the retrieved filings; stock ownership guidelines and compliance status are not presented for him in the excerpts reviewed .
Employment Terms
| Provision | Base Case Termination (Without Cause / Good Reason) | Change-of-Control Termination (within 12 months) |
|---|---|---|
| Severance cash | 1x base salary, paid in 12 equal monthly payments within 60 days post-termination, subject to release | 1x base salary, lump sum within 60 days, subject to release; modified 280G cutback vs full payment less excise tax—greater-of approach |
| Equity acceleration | Stock options and SARs that would have vested with an additional 4 months of service vest and become exercisable; remainder per original terms | All stock options and SARs vest and become exercisable for remainder of full term |
| At-will employment | Company may terminate without cause; executive may resign for Good Reason (definition in agreement) | |
| Clawback / tax gross-ups | Clawback terms not disclosed; no tax gross-up—modified 280G approach described |
Related Party Transactions
- Brams Notes: CTx issued $314,000 (Feb 26, 2020) and $40,000 (Sep 30, 2020) promissory notes to Dr. Brams at 8% interest; balances ($104,000 principal, $37,025 interest at IPO closing) were repaid in full in Dec 2021 with IPO proceeds .
Investment Implications
- Pay-for-performance alignment leans heavily toward equity options: base salary reductions and absence of cash bonuses in 2023 increase reliance on option-based incentives; the 63,324 March 2024 options at $1.18 and ongoing quarterly grants create long-dated, service-based vesting that ties retention to company continuation rather than near-term financial KPIs .
- Vesting cadence could create potential future supply pressure once options vest, though there are no Form 4 sales disclosed in the retrieved catalog for Brams; monitoring new Form 4s and vesting milestones is prudent for trading signals .
- Severance and change-of-control terms are modest (1x base), with broad equity acceleration under CoC terminations; absence of tax gross-ups and presence of a modified 280G framework are governance-friendly, reducing shareholder-unfriendly parachute risk .
- Historical beneficial ownership in the 5–6% range (pre reverse-split era) suggested meaningful alignment; updated post-2024 share counts for Brams are not presented in the 2025 proxy extract—investors should verify current holdings given capital actions and splits .