James Martin
Cocrystal PharmaAbout James Martin
James J. Martin is Co-Chief Executive Officer and Chief Financial Officer of Cocrystal Pharma, Inc. (COCP), serving as CFO since June 1, 2017 (interim CFO from February 23, 2017 to May 30, 2017) and Co-CEO since May 2021; he is 58 and also serves as Corporate Secretary . Prior roles include CFO positions at Non-Invasive Monitoring Systems (since January 2011), Motus GI Holdings (2017–2020), and VBI Vaccines (2014–2020), plus board and audit leadership at Big Cypress Acquisition Corp and SAB Biotherapeutics . During 2022–2024, COCP reported cumulative net losses and disclosed that executive pay is not tied to TSR or operating performance; TSR for a hypothetical $100 investment stood at $25.00 (2022), $22.18 (2023), and $25.90 (2024), with net losses of $38.8M, $18.0M, and $17.5M respectively . COCP states it has not compensated PEOs based on TSR or operating performance given its pre-revenue drug discovery status .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cocrystal Pharma, Inc. | Co-CEO; CFO; Corporate Secretary | Co-CEO since May 2021; CFO since Jun 1, 2017 (interim Feb 23–May 30, 2017); Corporate Secretary 2025 proxy | Executive leadership in finance and operations; acts as Corporate Secretary |
| Non-Invasive Monitoring Systems, Inc. (OTC:NIMU) | Chief Financial Officer | Since Jan 2011 | CFO responsibilities for public medtech issuer |
| Motus GI Holdings, Inc. (Nasdaq:MOTS) | Chief Financial Officer | Feb 2017–Nov 2020 | CFO during commercialization and financing phases |
| VBI Vaccines Inc. (Nasdaq:VBIV) | Chief Financial Officer | Sep 2014–Nov 2020 | CFO for pharma development/manufacturing company |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Big Cypress Acquisition Corp (Nasdaq: BCYPU) | Director; Audit Committee Chair | Nov 2020–Dec 22, 2021 | Audit oversight at biotechnology-focused SPAC |
| SAB Biotherapeutics, Inc. (Nasdaq: SABS) | Director | Nov 2020–Oct 22, 2021 | Board-level governance in biotech |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 YTD note |
|---|---|---|---|
| Base salary ($) | $394,821 | $410,459 | Base reduced effective Jan 1, 2025 to $250,000 |
| Target bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual cash bonus ($) | $165,000 | $200,000 | Discretionary (not disclosed) |
| Stock awards ($) | — | $70,400 (RSUs, grant-date fair value) | Not disclosed |
| Option awards ($) | $67,380 (grant-date fair value) | — | Not disclosed |
Performance Compensation
| Award type | Quantity/terms | Strike/exercise | Vesting schedule | Key dates/values |
|---|---|---|---|---|
| RSUs (granted 2024) | 20,000 units | N/A | Eight equal quarterly tranches starting Sep 30, 2025 | Market value $40,400 at $2.02 close on Dec 31, 2024 |
| Options (exp. Sep 20, 2028) | 12,500 (exercisable) | $33.36 | Vested | Expiration 9/20/2028 |
| Options (exp. Jun 22, 2030) | 12,500 (exercisable) | $15.96 | Vested | Expiration 6/22/2030 |
| Options (exp. Jul 16, 2031) | 20,834 (exercisable) | $13.32 | Vested | Expiration 7/16/2031 |
| Options (exp. Jul 25, 2032) | 21,875 exercisable; 3,126 unexercisable | $5.04 | Vests in eight equal quarterly increments from Sep 30, 2023 (time-based) | 10-year ISO; first quarterly vest Sep 30, 2023 |
| Options (grant Jul 18, 2024; exp. Jul 18, 2033) | 18,750 exercisable; 11,250 unexercisable | $2.67 | 50% vested on Jul 18, 2024; remainder in eight equal quarterly increments from Sep 30, 2024 (time-based) | 10-year ISO; first quarterly post-tranche vest Sep 30, 2024 |
- Performance metrics tied to actual executive awards: COCP’s plan permits performance-based awards across metrics (e.g., EPS, EBITDA, ROE, strategic initiatives), but the proxy indicates PEO compensation has not been tied to TSR or operating performance; 2024 awards to Mr. Martin were time-based RSUs and options, and bonuses were discretionary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 107,029 shares (includes derivative securities exercisable/vested within 60 days) |
| Ownership % of outstanding | 1.04% (based on 10,173,790 shares outstanding on Apr 29, 2025) |
| Vested vs unvested (derivatives) | Includes 86,460 vested stock options and 20,000 shares underlying vested RSUs; unvested holdings include 11,250 unexercisable options (2033 expiry) and 20,000 RSUs scheduled to vest over eight quarters beginning Sep 30, 2025 |
| Pledging/hedging | Hedging transactions are prohibited under the Insider Trading Policy; pledging is not explicitly disclosed |
| Blackout windows | Quarterly blackout from the 16th day of the last month of each fiscal quarter until one day after public disclosure of results; event-specific blackouts may be imposed |
| Clawback | Nasdaq-compliant clawback policy to recoup excess incentive compensation after restatement; additional clawback/forfeiture events enumerated in equity plan (e.g., cause, confidentiality, non-compete, non-solicit) |
Employment Terms
| Term | Detail |
|---|---|
| Employment start dates | CFO effective Jun 1, 2017; Interim CFO Feb 23–May 30, 2017; Co-CEO since May 2021 |
| Base salary | $416,000 after Jun 1, 2024 increase; reduced to $250,000 effective Jan 1, 2025 |
| Bonus | Discretionary, Board-approved; $200,000 paid/accrued in 2024; $165,000 in 2023 |
| Severance/change-of-control | Specific severance terms for Mr. Martin not disclosed; equity plan provides accelerated vesting for all outstanding awards upon Change in Control (single-trigger acceleration at award level); cashout/assumption/substitution provisions may apply |
| Insider trading/ownership guidelines | Insider Trading Policy in place with blackout rules and anti-hedging; no explicit ownership guideline disclosure for executives |
Pay vs Performance and Company Results
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $25.00 | $22.18 | $25.90 |
| Net income (loss) | $(38,837,000) | $(17,984,000) | $(17,504,000) |
COCP disclosed it has not compensated its PEOs based upon TSR or operating performance due to its pre-revenue status; compensation emphasizes goal attainment and talent retention rather than reported financials .
Additional Governance and Plan Mechanics
- Change-in-control: All outstanding awards accelerate to fully vested immediately prior to the effective date; awards may be assumed/substituted or cashed out based on fair market value less exercise price for options/SARs .
- Anti-repricing: No option/SAR repricing without shareholder approval; only equitable adjustments permitted for corporate actions .
- Performance award metrics available: net sales, EPS, EBITDA, ROE/ROA, strategic initiatives, market share, cost reductions, etc., at Compensation Committee discretion .
Investment Implications
- Alignment and ownership: Mr. Martin’s 1.04% beneficial stake and sizable vested options indicate meaningful alignment, though time-based vesting dominates; no ownership guidelines are disclosed .
- Near-term selling pressure: RSUs vest quarterly starting Sep 30, 2025 (20,000 units), and 2024 option grants continue to vest quarterly; monitor Form 4s around quarterly and blackout windows for potential supply .
- Cash discipline signal: Reduction of base salary to $250,000 effective Jan 1, 2025 suggests compensation recalibration and potential cash conservation; variable bonus remains discretionary .
- Pay-for-performance: Company explicitly states PEO pay is not tied to TSR or operating performance; equity plan allows performance awards but PEO grants appear time-based, increasing retention but limiting performance linkage .
- Change-of-control economics: Single-trigger acceleration at the plan level can materially increase realized compensation upon a transaction; investors should model fully vested scenarios for outstanding awards .
- Risk controls: Anti-hedging and clawback policies mitigate misalignment and restatement risk; pledging is not disclosed, which bears continued monitoring .
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