Sam Lee
Cocrystal PharmaAbout Sam Lee
Sam Lee, Ph.D. (age 65) is Co-Chief Executive Officer and President of Cocrystal Pharma. He has served as President since January 2, 2014 and as Co-CEO since May 2021. Dr. Lee holds a Ph.D. in Biological Sciences from the University of Notre Dame and completed postdoctoral training in viral replication biochemistry at Stanford University, where he also founded Viral Assays. He has 25+ years of anti-infective drug discovery experience and previously led anti-infective, oncology, and inflammation projects for eight years at ICOS Corporation .
Recent performance context: the “pay versus performance” table shows the value of an initial fixed $100 investment at $25.90 in 2024, $22.18 in 2023, and $25.00 in 2022, with net losses of $17.5M (2024), $18.0M (2023), and $38.8M (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cocrystal Pharma | President | 2014–present | Executive leadership across R&D; oversight of antiviral pipeline |
| Cocrystal Pharma | Co-CEO | May 2021–present | Joint leadership structure to focus on operations and R&D |
| Cocrystal Discovery | President & Director | Since 2007 | Co-founder; structure-based drug discovery leadership |
| ICOS Corporation | Managed anti-infective, oncology, inflammation projects | 8 years (pre-2007) | Introduced protein crystallography/structural biology into research programs |
| Stanford University (Postdoc) | Viral replication biochemistry (with Dr. I. R. Lehman) | Postdoctoral period | Foundational virology expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viral Assays (Cupertino, CA) | Founder & CEO | While at Stanford (postdoc) | Applied virology expertise to assay development |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2022 | 385,000 | Discretionary (not disclosed) | 150,000 | Compensation per 2023 DEF 14A |
| 2023 | 394,821 | Discretionary (not disclosed) | 165,000 | Compensation per 2023 DEF 14A |
| 2024 | 410,459 | Discretionary (not disclosed) | 200,000 | Board ratified $200,000 bonus on Aug 12, 2024 |
| 2025 | 250,000 (effective Jan 1, 2025) | Discretionary (not disclosed) | — | Salary reduction effective Jan 1, 2025 |
Performance Compensation
- The company states it has not compensated PEOs based on TSR or operating performance; compensation focuses on meeting strategic goals for a development-stage pipeline . The 2025 Plan allows performance-based awards tied to measures like net sales, cash flow, EPS, ROE/ROA, and cost reductions, but no specific performance metrics were disclosed for Sam Lee’s 2024 awards .
Equity Grants (2024)
| Type | Grant Date | Quantity | Grant Value / Description | Vesting Schedule |
|---|---|---|---|---|
| RSUs | Aug 12, 2024 | 40,000 | Half vested at grant; remaining half subject to time-based vesting | 50% immediate; remaining 50% vests in 8 equal quarterly installments on last day of Mar, Jun, Sep, Dec, starting Sep 30, 2025 (service-based) |
| RSUs (Summary table) | 2024 | — | Stock Awards reported as $70,400 aggregate grant-date fair value | See above schedule |
| Options | 2024 | — | No 2024 option grant value reported for Lee in the Summary table | N/A |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date | Vesting Notes |
|---|---|---|---|---|---|
| 9/20/2018 | 8,334 | — | 33.36 | 9/20/2028 | Fully vested exercisable |
| 6/22/2020 | 8,334 | — | 15.96 | 6/22/2030 | Fully vested exercisable |
| 11/24/2020 | 4,167 | — | 15.60 | 11/24/2030 | Fully vested exercisable |
| 7/16/2021 | 20,834 | — | 13.32 | 7/16/2031 | Fully vested exercisable |
| 7/25/2022 | 21,875 | 3,126 | 5.04 | 7/25/2032 | Vests in 8 equal quarterly installments starting 9/30/2023 |
| 7/18/2023 | 18,750 | 11,250 | 2.67 | 7/18/2033 | One-half vested on 7/18/2024; remainder vests in 8 equal quarterly installments starting 9/30/2024 |
| RSUs (unvested) | 20,000 | — | MV $40,400 at $2.02 close | — | Vests in 8 quarterly installments beginning 9/30/2025 |
Pay vs Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR proxy) | $25.00 | $22.18 | $25.90 |
| Net Income (Loss) ($) | (38,837,000) | (17,984,000) | (17,504,000) |
Equity Ownership & Alignment
| As of Record Date | Shares Beneficially Owned | Percent of Class | Components/Notes |
|---|---|---|---|
| April 29, 2024 | 93,910 | <1% | Includes 57,555 vested stock options |
| April 29, 2025 | 138,650 | 1.35% | Includes 82,295 vested stock options and 20,000 vested RSUs |
- Pledging/Hedging: Anti-hedging policy prohibits hedging transactions for officers and directors; no disclosure indicating any pledged shares by Sam Lee .
- Ownership guidelines: No executive ownership guideline disclosures identified; not discussed in the proxy .
Employment Terms
| Provision | Baseline | Change-of-Control (within 24 months) |
|---|---|---|
| Employment | At-will | — |
| Severance (Good Reason resignation or termination without Cause) | 6 months base salary; COBRA until earlier of 12 months, alternative coverage, or availability cessation; prorated performance bonus for the year of termination | 18 months base salary; COBRA for 18 months; full year’s target bonus (not prorated) |
| Good Reason | Includes material reduction in salary/target bonus; material diminution of duties/title/responsibilities; reporting changes; material breach; relocation beyond 40 miles of specified Santa Barbara address; removal/failure to appoint to Board (other than post-CoC) | |
| Cause | Fraud/embezzlement/theft; felony conviction/no contest; willful non-performance; material breach without cure; gross negligence/willful misconduct/willful disregard without cure | |
| Clawbacks | Nasdaq-compliant clawback policy to recoup “excess” incentive compensation post-restatement (no-fault) ; Plan-level clawbacks and forfeiture triggers for non-compete/non-solicit/confidentiality breaches, insider trading, etc. | |
| Insider Trading Policy | Quarterly blackout from the 16th day of last month of each quarter until one day after earnings release; event-specific blackouts possible |
Performance & Track Record
- Pipeline execution: Completed enrollment of 78 subjects in a Phase 2a human challenge study for CC-42344 (oral PB2 inhibitor) with plans for topline results later in 2024; positive FDA Pre-IND feedback for Phase 2b design; planning Phase 1 study in Australia for inhaled CC-42344 formulation .
- Executive leadership: The Board affirmed a separated leadership structure in May 2021 with a Chairman and two Co-CEOs (including Dr. Lee), enabling oversight and operational focus .
- Compensation risk policies: Anti-hedging and clawback policies in place; Company states compensation practices are not reasonably likely to have a material adverse effect; Dr. Lee actively oversees R&D risk management .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprises Steven Rubin (Chair) and Anthony Japour; both members meet Nasdaq and SEC independence requirements .
- Committee activity: One Compensation Committee meeting in 2024; Board acted via unanimous consents twice in 2024 .
- Benchmarking/peer group: No disclosure of compensation peer group, target percentiles, or consultant conflicts in the referenced proxy materials .
- Say-on-pay/frequency: 2024 proxy included advisory votes on executive compensation and its frequency, with the Board recommending “three years” frequency; vote outcomes not provided in the proxy excerpts .
Compensation Structure Observations
- Cash vs equity mix: In 2024, Dr. Lee received $410,459 salary and $200,000 bonus, along with $70,400 of RSUs; no option awards value was reported for 2024 in the Summary Compensation Table .
- Equity award design: 2024 RSUs were structured with 50% immediate vesting and 50% time-based vesting over eight quarters beginning September 30, 2025—suggesting retention-oriented design rather than near-term performance metrics .
- 2025 salary adjustment: Base salary reduced to $250,000 effective January 1, 2025, indicating an increased equity-at-risk component relative to cash comp for that period; bonuses remain discretionary .
Investment Implications
- Alignment: Beneficial ownership increased from 93,910 (2024) to 138,650 shares (2025), including vested options and RSUs—supporting incremental alignment with shareholders .
- Vesting overhang/insider supply: The remaining 20,000 RSUs vest quarterly starting Sep 30, 2025, and options from 2022–2023 continue to vest—creating periodic potential insider supply; trading windows remain governed by blackout policy and event-specific restrictions .
- Retention risk: Cash compensation was reduced for 2025, but severance and change-of-control protections (six months baseline; 18 months under CoC plus full target bonus) partially mitigate retention risk; equity grants are service-based and staggered .
- Performance linkage: The company indicates PEO compensation is not tied to TSR or operating income given development-stage status; investors should focus on clinical milestones (e.g., CC-42344 Phase 2a topline) as potential catalysts impacting future comp outcomes and alignment .