Quang X. Pham
About Quang X. Pham
Quang X. Pham (age 60) is Chairman and Chief Executive Officer of Cadrenal Therapeutics (CVKD). He has served as CEO since forming the company in 2022, and is a Class I director with a term expiring in 2026 . Pham holds a B.A. in Economics from UCLA and previously served as a U.S. Marine Corps Officer . CVKD remains a development-stage company with no product revenues to date, focused on advancing tecarfarin and, in 2025, adding frunexian via acquisition; Q3 2025 results included a net loss of $2.7 million, cash of $3.9 million, and ~2.1 million shares outstanding, reflecting ongoing R&D investment and funding needs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cadrenal Therapeutics, Inc. | Chairman & CEO; Director (Class I) | 2022–present | Founder-CEO leading development of tecarfarin; board leadership |
| Cognition Ads (private) | Director | Oct 2023–present | Board service in cloud ad tech, external network |
| Espero BioPharma, Inc. | CEO, Chairman, Co‑founder | Mar 2015–Jul 2020 | Prior sponsor of tecarfarin IND; company assets assigned via Delaware proceeding in 2020 |
| HESP LLC | Consultant | Jul 2020–Dec 2021 | Continued advisory on Espero asset assignment |
| D+R LATHIAN, LLC | Partner | Feb 2012–Aug 2015 | Life sciences multichannel marketing experience |
| Lathian Systems, Inc. | Founder, Chairman & CEO | 2000–2003; 2008–2012 | Digital/database pharma marketing; company acquired by D&R Communications (Feb 2012) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cognition Ads | Director | Oct 2023–present | Privately held cloud ad tech company |
Fixed Compensation
Actual compensation paid (per Summary Compensation Table):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $662,500 | $708,750 |
| Bonus (accrued, paid following year) | $292,950 | $407,531 |
| Option Awards (grant-date fair value) | — | $93,300 |
| All Other Compensation (401k match) | $11,550 | $13,800 |
| Total | $967,000 | $1,223,381 |
Contracted base salary rate progression:
| Effective Date | Base Salary (USD) |
|---|---|
| Initial agreement (Mar 1, 2022) | $420,000 |
| Upon IPO completion | $675,000 |
| Jan 1, 2024 | $708,750 |
| Jan 1, 2025 | $751,275 |
Performance Compensation
Annual cash bonus framework and realized payouts:
| Metric | Target | Actual (2023) | Actual (2024) | Payout Timing | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Up to 50% of base salary; based on Board/Comp Committee performance goals | $292,950 | $407,531 | 2023 bonus paid Feb 2024; 2024 bonus paid Q1 2025 | Cash (no vesting) |
Notes:
- Specific performance metrics, weightings, and threshold/target levels were not disclosed; bonuses are determined based on company and individual targets set by the Board/Comp Committee .
Equity Ownership & Alignment
Total beneficial ownership (as of July 28, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Quang X. Pham | 421,875 | 20.58% | 218,333 direct; 200,000 via The PVBQ Living Trust (Pham is trustee; beneficiary is his child); 3,542 options exercisable within 60 days |
| Shares Outstanding (Record Date) | 2,046,854 | — | — |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Securities Underlying Unexercised Options Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Jan 18, 2024 | — | 10,000 | $14.10 | Jan 17, 2034 | 25% on Feb 1, 2025; remainder monthly over 36 months |
Alignment policies and practices:
- Anti-hedging and anti-pledging: Company Trading Policy prohibits short sales, derivatives, hedging, and pledging by employees, executive officers, and directors .
- Clawback: Board-adopted policy allows recovery of incentive-based compensation from current/former executive officers if an accounting restatement occurs; recovery equals excess over restated amounts .
- Stock ownership guidelines: Awards are subject to company stock ownership policies; specific multiples/requirements are not disclosed in the proxy .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Acceleration | Options Exercisability | Benefits | Other Terms |
|---|---|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason | Lump sum = 24 months base salary | Lump sum = target bonus for the calendar year of termination | Full acceleration of all outstanding equity/ equity-based awards | Extension to full term of any stock option | Company pays full COBRA premiums for 24 months | 90 days notice to terminate w/o cause; Good Reason cure mechanics as specified |
| Termination for Cause or voluntary resignation (no Good Reason) | Accrued obligations only (earned base, accrued but unused vacation, vested benefits) | — | — | — | — | 30 days notice for voluntary resignation |
| Death or Disability | Lump sum = 12 months base salary | — | Full acceleration | — | Accrued obligations | — |
Change-of-control: No separate change‑of‑control provisions are enumerated for Mr. Pham in the 2025 proxy; baseline severance (above) applies to termination without cause or for Good Reason . Clawback and anti‑hedging/pledging policies apply company‑wide .
Board Governance
- Board composition and independence: Pham is Chairman & CEO (non‑independent). The Board has a majority of independent directors: John R. Murphy, Steven Zelenkofske, and Glynn Wilson .
- Leadership structure: Roles of Chairman and CEO are combined; no Lead Independent Director; Board reviews structure annually given company stage .
- Committees and Pham’s memberships:
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Quang X. Pham | — | — | — |
| John Murphy | Chair | Member | — |
| Steven Zelenkofske | Member | Chair | Member |
| Glynn Wilson | Member | — | Chair |
- Meetings/attendance: In 2024 the Board held 5 meetings; Audit 5, Compensation 6, Nominating 3; each incumbent director attended ≥75% of meetings of the Board/committees on which they served .
- Related-party transactions: The company reports no related‑person transactions since Jan 1, 2023 meeting materiality thresholds under Item 404 that involve directors/executives, aside from compensation arrangements .
Director Compensation
Non-employee director compensation for FY 2024 included cash retainers and option awards; Pham is not included in the non-employee director compensation table, consistent with his executive status .
Performance & Track Record
- Strategic progress: In 2025 CVKD advanced tecarfarin manufacturing and clinical preparations, and added frunexian (IV FXIa inhibitor) via acquisition of eXIthera assets, broadening anticoagulation pipeline . The company maintains orphan drug designations for tecarfarin in LVADs and ESKD+AFib and Fast Track status for ESKD+AFib .
- FDA interactions and trial design: FDA Type D meeting minutes indicated support in principle for a non‑inferiority composite endpoint for a pivotal LVAD trial; Abbott collaboration supports biostatistics/design and site engagement .
- Financial posture: Development-stage with no product revenues; continuing operating losses, requiring additional capital to fund pivotal trials; cash runways are limited, with financing plans (including ATM) and potential partnerships under consideration .
Compensation Structure Analysis
- Mix and guarantees: Pham’s compensation includes base salary increases aligned with corporate milestones (IPO and annual adjustments), annual cash bonus targeted at up to 50% of base tied to Board‑set goals, and modest option grants in 2024; no RSUs/PSUs disclosed for Pham in 2024 .
- Equity risk profile: 2024 option grant of 10,000 options vests over 3 years, aligning long‑term incentives; full acceleration upon termination without cause/for Good Reason raises potential overhang in severance scenarios .
- Policies: Strong alignment safeguards via anti‑hedging/pledging and a clawback tied to accounting restatements; stock ownership guidelines referenced but not quantitatively disclosed .
Vesting Schedules and Insider Selling Pressure
- Option vesting cadence: 25% on Feb 1, 2025; remaining monthly over 36 months (standard graded vest), creating periodic incremental exercisability; absence of RSU schedules reduces near‑term sell pressure from automatic share delivery .
- Section 16 compliance: The company noted a late Form 4 filing by Pham with respect to one transaction in Feb 2024 (contextual governance data) .
Equity Ownership & Alignment (Detailed)
| Category | Detail |
|---|---|
| Beneficial ownership | 421,875 shares (20.58% of outstanding) as of 7/28/2025 |
| Indirect holdings | 200,000 shares via The PVBQ Living Trust; Pham is trustee with sole voting/disposition power; beneficiary is his child |
| Options in 60 days | 3,542 shares from options exercisable within 60 days |
| Anti‑pledging/hedging | Company prohibits hedging and pledging by insiders |
Board Service History and Dual-Role Implications
- Pham’s board service: Director since 2022; Class I director; no committee memberships .
- Dual-role implications: Combined Chairman/CEO role without a Lead Independent Director increases reliance on committee independence and oversight; Board affirms current structure given company stage, with a majority of independent directors and independent committee chairs .
Investment Implications
- Alignment: High insider ownership (20.58%) and anti‑hedging/pledging policy support alignment; option vesting structure promotes long‑term focus .
- Severance economics: Generous severance terms (24 months salary + target bonus + full equity acceleration) upon termination without cause/for Good Reason may pose overhang in change situations; absence of separate CoC terms for CEO suggests baseline acceleration applies regardless of transaction context .
- Retention: Cash bonus targeted at 50% of base with Board‑defined metrics and ongoing pipeline milestones (including LVAD and frunexian programs) supports retention; lack of RSUs suggests equity upside mainly through options .
- Governance risk/mitigants: Combined Chair/CEO and no Lead Independent Director balanced by independent majority and strong committee structure; clawback policy and anti‑hedging mitigate misconduct risk .
- Funding and execution risk: Development-stage status and need for capital to fund pivotal trials remain key risks; investors should monitor financing cadence, Abbott-supported trial progress, and regulatory feedback .