James Ferguson
About James Ferguson
James J. Ferguson III, age 71, is Chief Medical Officer of Cadrenal Therapeutics (CVKD) since February 5, 2025, bringing 25+ years in cardiovascular clinical development and academic leadership . He holds a B.A. in Biology from Harvard and an M.D. from the University of Pennsylvania, with postgraduate training at the University of Michigan and Beth Israel Hospital; he has served on numerous editorial boards with 400+ publications . At Cadrenal, Ferguson was appointed to lead late-stage clinical development of tecarfarin (including the pivotal LVAD trial) and pipeline-building initiatives . Company filings do not disclose executive-specific TSR or financial performance metrics tied to his role; bonus metrics are set by the Board/Compensation Committee but not detailed publicly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matinas BioPharma Holdings, Inc. | Chief Medical Officer | Feb 2019 – Oct 2024 | Led clinical development; senior medical leadership for cardiovascular assets |
| Amgen | Cardiovascular & Bone Therapeutic Area Head, U.S. Medical Affairs | 2016 – 2019 | Directed U.S. medical affairs strategy in CV/bone TA |
| AstraZeneca | VP U.S. CV Medical & Scientific External Relations; Therapeutic Area VP CV Global Medical Affairs; U.S. Development Brand Leader for BRILINTA; Senior Director, Clinical Research | — | Senior CV leadership roles spanning global medical affairs and brand development |
| The Medicines Company | Vice President, Surgical and Critical Care | — | Executive leadership in surgical/critical care portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Heart Institute | Associate Director, Clinical Cardiology Research | — | Academic leadership in clinical cardiology research |
| St. Luke’s Episcopal Hospital (Houston) | Co-Director, Cardiology Fellowship Training Program | — | Training program leadership; clinician education |
| Baylor College of Medicine | Associate Professor of Medicine | — | Academic teaching and research in cardiology |
| Univ. of Texas Health Science Center at Houston | Clinical Assistant Professor | — | Clinical education and practice |
| Editorial Boards | Member, numerous peer‑reviewed journals | — | Scholarly contributions; 400+ publications/chapters |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $505,000 | Effective as of Feb 5, 2025 |
| Target Bonus % | Up to 40% of base (discretionary) | Based on objectives set by Board/Compensation Committee |
| Actual Bonus Paid | Not disclosed | — |
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | Feb 5, 2025 (per Employment Agreement) | 60,000 | 25% on Mar 1, 2026; remaining vest pro rata monthly over 36 months | Strike price and term not disclosed in the agreement summary; options subject to company equity plan terms |
- Bonus performance metrics: set by the Board/Compensation Committee; specific financial/operational metrics are not disclosed .
- Equity plan governance: 2022 Successor Equity Incentive Plan prohibits repricing without shareholder consent; standard 10-year maximum terms for options/SARs; change-of-control treatment described below .
Equity Ownership & Alignment
| Date | Direct Shares | Indirect Shares | Options Exercisable | Options Unexercisable | Notes |
|---|---|---|---|---|---|
| Feb 6, 2025 (Form 3) | 0 | 0 | 0 | Not reported on Form 3 | Initial statement filed; “No securities are beneficially owned” |
| Employment Agreement (as of Feb 5, 2025) | — | — | — | 60,000 grant; vests from Mar 1, 2026 | Option grant approved per agreement |
- Anti-hedging/anti-pledging: Company Trading Policy prohibits short sales, options trading, hedging and pledging of company stock for all directors and executive officers; positive alignment signal .
- Ownership guidelines: Not disclosed for executives in proxy; beneficial ownership table does not include Ferguson individually (named executive officers listed were CEO, CFO, COO) .
Employment Terms
| Scenario | Cash Severance | Target Bonus | Equity Treatment | COBRA | Notice/Cure | Other |
|---|---|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason, 6–12 months service | 6 months base salary | — | — | 6 months premiums | 90 days Good Reason notice; 30‑day company cure; resignation not deemed Good Reason if beyond 15 days after cure window | — |
| Termination without Cause or resignation for Good Reason, ≥12 months service | 12 months base salary | — | — | 12 months premiums | Same as above | — |
| Change-of-Control period + termination without Cause or resignation for Good Reason (double trigger) | Lump sum 12 months base | Plus target bonus for fiscal year of termination | Full acceleration of all equity; extension of option exercisability for full term | 12 months premiums | — | — |
| Death or Disability | Lump sum 12 months base | — | Full acceleration; accrued obligations | — | — | — |
| Termination for Cause | Accrued obligations only | — | Forfeiture per plan | — | — | — |
| Voluntary resignation without Good Reason | Accrued obligations; 30 days’ notice | — | — | — | 30 days’ notice | — |
- Indemnification: Company entered into its standard indemnification agreement with Ferguson .
- Clawback: Board-adopted policy permits recovery of incentive-based compensation upon an accounting restatement; remedies include repayment/forfeiture/adjustments .
- Equity plan change-of-control: Non-employee directors’ awards automatically accelerate; employees’ vested awards accelerate; unvested awards terminate unless assumed/continued/substituted (Board may elect to accelerate unvested employee awards) .
Performance & Track Record
- Appointment mandate: Lead late-stage clinical development of tecarfarin (including pivotal LVAD trial) and pursue BD to build the pipeline; joined following a CMO transition .
- No Item 404(a) related-party transactions for Ferguson; no family relationships with directors/executives .
Compensation Committee Analysis
- Committee composition: Chair Dr. Steven Zelenkofske; member John Murphy; both independent per Nasdaq/SEC; administers executive and director compensation and equity plans .
- Equity plan governance: No option/SAR repricing without shareholder consent; written charters guide oversight .
Investment Implications
- Pay-for-performance alignment: Moderate cash comp ($505k base) with a discretionary bonus up to 40% and a time-based option grant (60k) that begins vesting March 2026; specific bonus metrics are undisclosed, limiting direct assessment of pay-for-performance rigor .
- Retention risk: Standard severance (6–12 months base) scales with tenure; double-trigger CoC protection includes salary + target bonus and full equity acceleration, which can reduce downside risk for the executive but may attenuate retention post-transaction .
- Trading signals: As of initial Form 3, no beneficial ownership; option grant is fully unvested until Mar 2026, suggesting limited near-term selling pressure; anti-hedging/pledging policy strengthens alignment with shareholders .
- Execution leverage: Deep CV development experience and mandate to drive tecarfarin’s pivotal program increase the probability of operational progress; investor focus should center on clinical milestones and any disclosure of Ferguson’s annual objectives to better gauge incentive alignment .