Eyal Talor
CEL SCIAbout Eyal Talor
Eyal Talor, Ph.D. is CEL-SCI’s Chief Scientific Officer (CSO), age 68, having joined CEL-SCI in October 1993 and promoted to CSO in October 2009 . He holds a Ph.D. in Microbiology & Immunology from the University of Ottawa with post-doctoral training in clinical and cellular immunology at Johns Hopkins; his expertise spans immunotherapy R&D, GMP manufacturing, QC/analytical validation, and regulatory submissions (INDs), with over 25 publications and multiple patents on Multikine and platform peptide technologies (LEAPS, Adapt) . Company performance context shows persistent net losses of $(26.9)M in 2024, $(32.2)M in 2023, and $(36.7)M in 2022, while the company’s reported TSR values over the PVP window were 9.65, 11.37, and 28.12 respectively (company-level metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CEL-SCI | Senior Vice President of Research and Manufacturing (prior to Oct-2009) | Not disclosed | Led biopharma R&D, GMP manufacturing setup, QC testing, clinical trials design (Ph I–III), and regulatory documentation |
| CBL, Inc. | Director of R&D and Clinical Development | Not disclosed | Directed clinical immunology programs and product development |
| SRA Technologies, Inc. | Principal Scientist – Project Director; Clinical Laboratory Director | Not disclosed | Oversaw assay development, methods validation, and lab operations under FDA/GMP/ICH |
| Johns Hopkins University (Medical Institutions; School of Public Health) | Full-time faculty member | Not disclosed | Academic research and teaching in clinical/cellular immunology |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johns Hopkins University Medical Institutions | Associate teaching position | Not disclosed | Ongoing academic engagement; contributes to talent pipeline and scientific collaboration |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 345,849 | 349,612 |
| Bonus ($) | — | — |
| Stock Awards ($) (401(k) match shares at ASC 718 FV) | 9,600 | 9,600 |
| Option Awards ($) (ASC 718 FV) | 222,751 | 247,780 |
| All Other Compensation ($) | 6,031 | 6,031 |
| Total ($) | 584,230 | 613,023 |
| Back Salary Owed at FY-end ($) | — | 26,346 (owed as of 9/30/2024) |
Notes:
- Executive compensation components are base salary, long-term incentives (options/stock), and benefits; CEL-SCI matches 401(k) contributions 100% in stock up to 6% of salary .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Key Terms |
|---|---|---|---|---|---|---|
| Stock Options (FY2024 grant) | Time-based LTI; equity alignment | Not disclosed | Not applicable | Not applicable | Grant of 182,000 options | Exercisable price $1.50; expires 4/18/2034; options vest pro rata annually over 3 years; incentive stock options cannot be exercised in first year |
| Stock Awards (401k match) | Retirement plan matching (shares) | Not applicable | Up to 6% of salary | As elected by exec | $9,600 grant-date FV in FY2024 | Quarterly valuation at closing price; general plan terms apply |
Observations:
- No annual cash bonus was paid for FY2023–FY2024; incentive mix is heavily equity/options-based with time-based vesting, not tied to revenue/EBITDA/TSR hurdles .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 12/20/2024) | 1,169,243 shares; 1.7% of class |
| Options/Warrants Exercisable within ~60 days (to 2/25/2025) | 1,050,647 |
| Options/Warrants Exercisable prior to 7/15/2025 (alternative disclosure date) | 1,171,980 |
| Ownership Guidelines | Not disclosed in filings reviewed |
| Pledging/Hedging | Insider Trading Policy on file; specific prohibitions not detailed in cited text |
| Alignment Notes | Large long-dated option portfolio with mixed strikes aligns upside to shareholder value creation; significant unexercisable tranches indicate ongoing retention/vesting incentives |
Outstanding options detail (as of 9/30/2024):
| Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|
| 120,000 | — | 2.18 | 07/27/2027 |
| 193,934 | — | 2.45 | 04/30/2028 |
| 100,000 | — | 3.55 | 09/20/2028 |
| 382,712 | — | 5.65 | 04/10/2029 |
| 72,000 | 216,000 | 10.93 | 04/19/2030 |
| — | 318,000 | 20.61 | 05/13/2031 |
| — | 50,000 | 10.48 | 11/18/2031 |
| 121,334 | 60,666 | 3.35 | 06/12/2032 |
| 60,667 | 121,333 | 1.36 | 08/07/2033 |
| — | 182,000 | 1.50 | 04/18/2034 |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | October 1993 |
| Years in Current Role | CSO since October 2009 |
| Contract Term | Employment agreement dated Aug 31, 2019; extended to Aug 31, 2027; base salary under agreement $303,453 plus Board-approved increases |
| Severance (Good Reason/Change-of-Control) | Lump-sum payment equal to 18 months of salary; amount disclosed: $524,419; unvested options immediately vest on resignation under qualifying events |
| Change-of-Control Definition | Merger with <50% post-merger voting control; sale of substantially all assets; any person acquiring >50% of common; or non-incumbent majority board change |
| Vesting Acceleration | Immediate vesting of unvested options upon qualifying resignation events |
| Non-Compete / Non-Solicit | Not disclosed in cited sections |
| Clawback | Policy relating to recovery of erroneously awarded compensation (Exhibit 97, incorporated by reference) |
| Insider Trading Policy | Filed as Exhibit 19; company states adoption and compliance intent |
Compensation Structure Analysis
- Mix: No cash bonus; equity-heavy via options and 401(k) stock contributions; options priced at fair market value on grant date, vesting pro rata over three years, supporting retention and alignment .
- Year-over-year: Base salary up modestly (+$3.8k); option grant FV increased (+$25k); stock awards flat; suggests continued reliance on equity to motivate amid losses .
- Repricing/Modification: No option repricing disclosed; FY2024 grants at $1.50 exercise price and 10-year term .
- Governance: Compensation Committee of independent directors; met formally once in FY2024, indicating limited meeting frequency .
Performance & Track Record
- Scientific Contributions: Inventor on ten issued patents related to Multikine and two peptide platforms (LEAPS, Adapt); extensive clinical development and GMP expertise; >25 publications .
- Company Performance Context: Reported net losses $(26.9)M (2024), $(32.2)M (2023), $(36.7)M (2022); PVP TSR metrics 9.65, 11.37, 28.12 over the window (company-wide) .
- Execution Risk: Heavy dependency on clinical/regulatory milestones for Multikine and pipeline; compensation structure lacks near-term performance cash metrics, making equity value realization contingent on trial progress and approvals .
Compensation Committee Analysis
- Members: Bruno Baillavoine (Chair), Robert Watson, Mario Gobbo; all independent .
- Meetings: Committee formally met once during FY2024 .
- Consultant Use/Conflicts: Not disclosed in cited text .
Equity Ownership & Option Overhang Signals
- Near-term maturities begin in 2027; multiple large tranches unexercisable with strikes up to $20.61, indicating potential long-dated retention but limited near-term in-the-money pressure unless share price appreciates materially .
- Beneficial ownership 1.7% aligns interests; substantial options exercisable within ~60 days as of Dec 2024 suggest potential liquidity if price rises, though no pledging is disclosed in reviewed text .
Investment Implications
- Alignment: Significant equity and long-dated options align Talor’s incentives with shareholder value creation; absence of cash bonuses reduces pay-for-non-performance risk .
- Retention: Contract through Aug 2027 with immediate vesting on qualifying resignation/change-of-control supports retention yet provides single-trigger-style protection that could facilitate exit in a strategic transaction .
- Selling Pressure: Option cadence and upcoming vesting create potential supply if options become in-the-money; monitor expirations and vesting milestones, particularly the 2030–2034 tranches .
- Governance: Independent Compensation Committee but low meeting frequency; clawback policy exists; insider trading policy on file—continue to monitor say-on-pay outcomes and any changes in compensation philosophy .
- Execution Risk: With company-level net losses and a development-stage profile, value realization hinges on Multikine regulatory/clinical progress; equity-heavy compensation emphasizes long-term outcomes over short-term financial metrics .