John Alam
About John Alam
John Alam, M.D. is President & Chief Executive Officer of CervoMed Inc. and a director since August 2023; age 63 as of the 2025 proxy . He holds an S.B. in chemical engineering from MIT and an M.D. from Northwestern; he completed internal medicine residency at Brigham & Women’s and a post-doctoral fellowship at Dana-Farber . Under his tenure, pay-versus-performance data shows 2024 net loss of $16.29 million and a cumulative TSR value of $10.06 for an initial fixed $100 investment, reflecting significant stock underperformance vs prior periods . Strategically, he led disclosure of positive 16-week Extension Phase results in RewinD-LB (DLB) showing significant improvement on CDR-SB and ADCS-CGIC, supporting Phase 3 planning in mid-2026, subject to funding .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EIP Pharma (pre-merger) | Co-founder; President & CEO; Director | 2010–Aug 2023 (LLC managing member 2010; EIP CEO/Director Apr 2018–Aug 2023) | Led neflamapimod program; positioned EIP as accounting acquirer in 2023 merger |
| Sanofi | Therapeutic Area Head, Diseases of Aging | Jan 2011–Aug 2014 | Directed neurodegeneration portfolio |
| Vertex Pharmaceuticals | Chief Medical Officer; EVP, Medicines Development | 1997–2008 | Senior R&D leadership at major biotech |
| Biogen | Clinical development lead (Avonex) | 1991–1997 | Led MS drug development (Avonex) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alliance for Aging Research (non-profit) | Director | 2014–2022 | Advocacy for innovation in aging-related healthcare |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 449,904 | 472,399 | 538,534.86 |
| Target Bonus (%) | Not disclosed | 40% of base | 50% of base |
| Actual Cash Bonus ($) | 143,969 | 207,856 | 269,268 |
| Option Awards Grant-Date FV ($) | 0 | 134,900 | 228,549 |
| Total Compensation ($) | 593,873 | 815,155 | 1,036,352 |
Notes:
- 2024 employment agreement effective Feb 1, 2024; indefinite term; Board may increase (not decrease) base .
- Bonuses are determined by Compensation Committee using goals such as clinical trial progress, BD, filings, capital raising, and stock price performance .
Performance Compensation
- Annual cash bonus program with targets set by the Compensation Committee; actual payouts reflect achievement across clinical progress, BD, public filings, capital raising, and stock price performance; specific metric weightings and targets are not disclosed .
- Long-term incentives during 2023–2024 have been stock options vesting monthly over 36 months; no RSUs/PSUs disclosed for NEOs in 2023–2024 .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Total Beneficial Ownership | 1,515,227 shares; 17.3% voting power as of Apr 24, 2025 |
| Ownership Structure | 1,461,578 shares held jointly with spouse (Sylvie Grégoire, PharmD); plus options exercisable within 60 days (44,137 shares attributed to Alam; 9,512 to Grégoire) |
| Vested vs Unvested Options (12/31/2024 snapshot) | See option table below |
| Pledging/Hedging | Hedging prohibited under Insider Trading Policy; no pledging disclosure identified |
| Director Ownership Compensation | Employee directors do not receive separate director pay |
Outstanding Stock Options (as of 12/31/2024):
| Grant | Exercisable | Unexercisable | Strike ($/sh) | Expiration |
|---|---|---|---|---|
| 2018 Equity Plan (legacy) | 11,041 | 13,803 | 5.33 | 9/15/2033 |
| 2015 Equity Plan | 4,736 | 5,920 | 5.33 | 9/15/2033 |
| 2015 Equity Plan | 11,833 | 23,667 | 9.24 | 1/26/2034 |
- All subject to 36-month equal monthly vesting, contingent on continued employment .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Amended and restated effective Feb 1, 2024; indefinite term |
| Non-Compete / Non-Solicit | 24 months post-termination (both apply) |
| Severance (no CoC) | If terminated without cause or for good reason: unpaid prior-year bonus, pro-rata current-year bonus, 12 months base salary continuation, 12 months COBRA reimbursement |
| Severance (CoC window) | If termination occurs within 60 days before or within 24 months after CoC: lump sum 2×(base + higher of target bonus or prior bonus), COBRA payment equal to 36 months; full vesting of all equity (performance awards not less than target); options/SARs remain exercisable for 24 months (not beyond expiry) |
| Equity Acceleration (2015 Plan) | Upon change of control, options immediately vest and remain exercisable through expiration; Compensation Committee may cash-out options |
| Clawback | 2025 Equity Plan includes clawback aligned with Company policy; no tax gross-ups |
Board Governance
- Dual role: CEO and director; Chair is independent (Joshua S. Boger, Ph.D.), with roles separated to enhance oversight .
- Committee memberships: Compensation, Audit, and Nominating committees consist of independent directors; Alam is not listed as a member of these committees .
- Family/Independence: Alam and director Sylvie Grégoire are married; disclosed as immediate family relationship (independence considerations managed under Nasdaq rules) .
- Board meetings and attendance: Ten meetings in 2024; all directors attended ≥75% of Board and committees during service periods; independent director executive sessions occur regularly .
Director Compensation
- Employee directors (including Alam) receive no additional compensation for board service .
Other Directorships & Interlocks
- No current public company directorships disclosed for Alam; prior non-profit directorship at Alliance for Aging Research (2014–2022) .
- Related party financings: Alam purchased $500,000 of 2020 EIP convertible notes (spouse also $500,000); all notes converted at merger; subsequent lock-up waiver permitted gifting of 22,500 shares by Alam and Grégoire subject to lock-up for recipients .
Performance & Track Record
- RewinD-LB Extension Phase (DLB): New capsules increased plasma concentrations and improved CDR-SB (p<0.001 vs Old Capsules; p=0.003 vs placebo) and ADCS-CGIC (p=0.035 vs Old Capsules/placebo); within-subject and subgroup analyses reinforced findings; Phase 3 planning targeted mid-2026 post-32-week data and FDA engagement .
- Regulatory: FDA Fast Track for DLB; Orphan Drug designation for FTD; IND active .
- Pay vs Performance (company-level): Net loss (in millions) and TSR summary: | Metric | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Net Income (Loss) ($mm) | (5.80) | (2.17) | (16.29) | | Value of Initial $100 Investment (TSR) | $32.65 | $32.82 | $10.06 |
Compensation Structure Analysis
- Mix shift: 2024 shows higher base and bonus vs 2023; option grant FV increased as Company aligned incentives post-IND/progress .
- Equity program reform: Board proposed the 2025 Equity Incentive Plan (800,000 shares max; no evergreen; no repricing; strong governance); projected potential dilution to 16.4% if approved (from 10.1%) .
- Consultant use: Compensation Committee retained Alpine Rewards for benchmarking and recommendations .
Risk Indicators & Red Flags
- Dual-role and spousal relationship on Board (CEO married to director) increases related-party and independence scrutiny; disclosed and managed via Nasdaq independence standards and committee independence .
- Dilution risk from new equity plan (up to 800,000 shares) and historical burn rates (~3.54% two-year average) .
- Hedging banned; no disclosed pledging (reduced alignment risk) .
Employment & Contracts
| Item | Details |
|---|---|
| Start Date at CervoMed (CEO) | August 16, 2023 |
| Years in Role (as of Nov 2025) | ~2 years |
| Contract Term | Indefinite |
| Auto-Renewal | Not applicable (indefinite term) |
| Non-Compete | 24 months |
| Non-Solicit | 24 months |
| Garden Leave | Not disclosed |
| Post-Termination Consulting | Not disclosed |
Equity Award Vesting & Potential Selling Pressure
- Options vest monthly over 36 months across NEO awards (including Alam); time-based vesting supports retention but creates ongoing vesting-related liquidity events; no specific insider selling patterns disclosed in proxies .
Investment Implications
- Alignment: High insider ownership (~17.3%) by Alam and spouse aligns incentives with shareholders; hedging prohibited and no pledging disclosed reduce misalignment risk .
- Governance: Separation of Chair and CEO mitigates dual-role risk; however, spousal relationship on Board warrants continued monitoring of committee independence and related-party oversight .
- Incentives: Cash bonus metrics tied to clinical/regulatory/financing milestones and stock performance create near-term focus; equity plan expansion (2025 Plan) enables broader performance-based awards but raises dilution risk to 16.4% .
- Execution: Strong clinical signals in RewinD-LB Extension underpin value creation potential; Phase 3 timeline depends on funding and FDA alignment; pay-versus-performance data show challenging TSR/net loss trajectory, increasing pressure to deliver Phase 3 progress and capital efficiency .