Jeffrey Cole
About Jeffrey Cole
Jeffrey Cole, age 57, has served as Cadrenal Therapeutics’ Chief Operating Officer since February 8, 2024, overseeing manufacturing and supply chain operations, intellectual property, commercialization strategies, and partnering activities for tecarfarin . He brings over 25 years of pharmaceutical operations, finance, and corporate development experience, including senior roles at Valeant (now Bausch Health), Legacy Pharmaceuticals/Solco Healthcare, and co-founding Espero BioPharma; he holds an MBA (with honors) from the University of Michigan and a BS in accounting from USC . Tenure-based performance metrics like TSR, revenue growth, and EBITDA growth are not disclosed by the company for Mr. Cole .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Espero BioPharma | Co‑founder; President; CFO; Director | 2015–2020 (Director 2016–2018) | Led supply chain, commercialization, licensing and M&A transactions |
| Valeant Pharmaceuticals (Bausch Health) | CFO North America; VP Corporate Development; General Manager | 2002–2008 | Revenue more than tripled during his tenure in North America; led product development, supply and commercial operations |
| Legacy Pharmaceuticals International GmbH | CFO | 2008–2010 | Finance leadership at global CMO |
| Solco Healthcare U.S., Inc. (Legacy subsidiary) | Founding President | 2008–2010 | Built U.S. generics subsidiary |
| MarcasUSA, LLC | Co‑founder; President | 2010–2015 | OTC pharma marketing and distribution |
| PricewaterhouseCoopers | Principal, Financial Management Consulting | 1994–2000 | Corporate finance advisory |
| Technology industry | Executive roles | 2000–2002 | Technology sector experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| J. Scott Capital, LLC | Principal | Since 2010 | Provides executive and capital resources to life sciences; consulted to Cadrenal July 2022–July 2023 |
| Aladera, Inc. | Board role permitted | N/A | Listed on Schedule A of Employment Agreement as permissible outside service |
| Outside service permissions | N/A | N/A | Employment Agreement allows service to civic/educational/charitable organizations and Schedule A boards, subject to approval and non‑interference with duties |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 363,721 | Partial year salary after joining in Feb 2024 |
| Target Bonus (%) | 40% of base | Determined annually by Compensation Committee; personal and company goals |
| Actual Bonus Paid ($) | 160,380 | Accrued for 2024, paid Q1 2025 |
| Option Awards (Grant‑date Fair Value, $) | 154,950 | ASC 718 fair value |
| All Other Compensation ($) | 47,250 | Includes $13,500 401(k) employer match and $33,750 consulting fees pre‑employment |
| Benefits | — | Company pays 100% of medical/dental/vision premiums for executive/family; 401(k) match up to 4% per policy |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (personal/company goals) | Not disclosed | Set annually by Compensation Committee | Not disclosed by metric | Paid $160,380 for FY 2024 | N/A (cash) |
| Equity awards (options/RSUs/PSUs) | Not disclosed | Not disclosed | Not disclosed | ASC 718 value $154,950 for FY 2024 | Option vesting schedules below |
The company does not disclose specific performance metrics, weightings, or targets for Mr. Cole’s bonus/equity awards; bonuses are at Compensation Committee discretion based on mutually agreed goals each fiscal year .
Equity Ownership & Alignment
- Stock ownership and pledging: Company insider trading policy prohibits hedging and pledging of company stock; executive is subject to stock ownership guidelines and insider trading compliance .
- Beneficial ownership (as of July 28, 2025): 10,000 shares beneficially owned via options exercisable within 60 days; less than 1% of outstanding shares .
| Ownership Breakdown (as of 12/31/2024 and 7/28/2025) | Amount |
|---|---|
| Common shares owned directly | Not disclosed/none indicated for Mr. Cole in proxy tables |
| Options exercisable within 60 days (7/28/2025) | 10,000 |
| Ownership % of outstanding shares | <1% |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy |
| Outstanding Option Grants (as of 12/31/2024) | Quantity | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| 7/11/2022 (consulting grant) | 3,333 (exercisable) | 9.60 | 7/10/2032 | Vested monthly for one year; fully vested |
| 1/18/2024 | 10,000 (unexercisable) | 14.10 | 1/17/2034 | 25% vests 2/1/2025; remainder vests monthly over 36 months |
| 4/02/2024 | 10,000 (unexercisable) | 9.30 | 4/01/2034 | 25% vests 4/1/2025; remainder vests monthly over 36 months |
Insider selling pressure: Multi‑year monthly vesting from Feb/Apr 2025 through early 2028 creates a steady cadence of newly vesting shares; accelerated vesting and extended option exercise terms apply upon certain terminations (see Employment Terms) .
Employment Terms
| Term | Provision |
|---|---|
| At‑will employment; Effective Date | At‑will; effective Feb 8, 2024 |
| Base salary | $405,000 initially; increased to $425,250 effective Jan 1, 2025 |
| Target cash bonus | 40% of base; annual goals set by Compensation Committee |
| Regular severance (no CoC) | 12 months base salary continuation; lump‑sum payment of full target bonus for year of termination; 100% acceleration of all equity; options remain exercisable to original expiry; 12 months COBRA premiums (or taxable cash if needed) |
| Change‑of‑Control (CoC) severance | Double‑trigger: if terminated without cause or resigns for Good Reason during CoC period—lump sum equal to 12 months base plus target bonus; 100% equity acceleration; options remain exercisable to original expiry; 12 months COBRA (or taxable cash) |
| Definitions | CoC period: 3 months before to 12 months after CoC; Good Reason/ Cause defined in agreement |
| Restrictive covenants | Confidentiality; proprietary information assignment; non‑disparagement; duty of loyalty; non‑solicitation of employees for 12 months post‑employment |
| Governing law & arbitration | California law; binding arbitration via JAMS in San Diego; class/representative actions excluded |
| Clawback | Board‑adopted clawback policy for incentive compensation upon Accounting Restatement |
| Tax gross‑ups | No excise tax gross‑ups; 280G “best‑net” cutback to avoid 4999 excise tax |
Related party transactions: None required to be disclosed involving Mr. Cole; one late Form 3 was filed for Mr. Cole in April 2024 per Section 16(a) .
Investment Implications
- Pay-for-performance alignment: Discretionary bonus tied to annually set company/personal goals plus multi‑year equity vesting creates forward participation but with limited transparency around specific KPIs; equity accelerates on termination, which weakens retention-only alignment in downside scenarios .
- Retention risk: Double‑trigger CoC and robust severance (base+target bonus, full equity acceleration, extended option exercisability, COBRA) reduce economic friction to exit; monthly vesting through 2028 provides ongoing retention but also regular liquidity cadence if exercised .
- Selling pressure signals: The 1/18/2024 and 4/02/2024 option grants start vesting 25% in early 2025 with monthly vest thereafter, potentially adding periodic supply; option expirations in 2032/2034 allow timing flexibility, with full acceleration if severance conditions are met .
- Alignment safeguards: Prohibition on hedging/pledging, stock ownership guidelines applicability, and a clawback policy for restatements support governance-aligned behavior; however, the company does not disclose target ownership multiples or compliance status for Mr. Cole .
- Legal/contract risk: California arbitration and non‑solicit provisions protect company interests; Section 280G cutback avoids shareholder‑unfriendly tax gross‑ups in CoC scenarios .
Overall: Mr. Cole’s package blends cash, annual bonus discretion, and multi‑year option vesting typical of EGC biotech roles. The generous acceleration and severance terms reduce downside risk for the executive, while anti‑hedging/pledging and the clawback policy provide governance guardrails. Near‑term monthly vesting through 2028 is the key watchpoint for potential insider selling cadence.