Bryan Smith
General Counsel, Corporate Secretary and Chief Compliance Officer at 
Eledon Pharmaceuticals
Eledon PharmaceuticalsExecutive
About Bryan Smith
Bryan Smith, age 46, serves as General Counsel, Corporate Secretary and Chief Compliance Officer of Eledon Pharmaceuticals (ELDN) since April 2021, with prior roles at Urovant Sciences (led IPO and subsequent $681 million sale to Sumitovant) and Allergan PLC, after beginning his career at Gibson, Dunn & Crutcher; he holds a B.A. in Political Science from Brigham Young University and a J.D. from USC, and clerked for Judge Cormac J. Carney in the U.S. District Court for the Central District of California . The proxy does not disclose TSR, revenue or EBITDA performance metrics tied specifically to Smith’s tenure; executive bonus plans emphasize R&D/CMC and financial goals at the company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urovant Sciences | General Counsel, Corporate Secretary, Chief Compliance Officer | Apr 2018 – Apr 2021 | Led IPO and sale for $681M to Sumitovant, demonstrating capital markets execution and strategic transaction leadership . |
| Allergan PLC | Associate Vice President and Senior Counsel; Chief counsel to urology, neurology, aesthetics, dermatology units | Aug 2011 – Apr 2018 | Supported commercial units and M&A integration, building operational legal frameworks in growth franchises . |
| Gibson, Dunn & Crutcher LLP | Litigator | Pre-2011 | Litigation experience; foundational legal training . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. District Court, Central District of California | Law Clerk to Hon. Cormac J. Carney | Post-law school | Federal clerkship; enhances legal analytical credentials . |
Fixed Compensation
| Component | Detail | Year(s) | Notes |
|---|---|---|---|
| Base Salary | $400,000 (initial under employment agreement) | 2021 | At-will employment; eligible for standard executive benefit plans . |
| Target Bonus % | 40% of base salary | 2021 onward (plan established 2021) | Under Performance Bonus Plan; metrics set annually by Compensation Committee . |
| Sign-on Bonus | $100,000 | 2021 | Paid upon appointment per employment agreement . |
| 401(k) Match | 100% of contributions up to 6% of eligible comp (vesting immediately) | 2024 | Company-wide plan terms for 2024 . |
| 401(k) Match | 50% up to 6%, max $1,000 | 2021 | Historical company-wide plan terms . |
Performance Compensation
Corporate bonus plan design and outcomes (company-level; Smith’s specific payouts not disclosed):
- Executive Performance Bonus Plan: established Feb 2021; bonuses tied to operational/financial goals set annually by Compensation Committee .
- FY 2023 design: R&D and CMC manufacturing 75%; financial 25%; “stretch” up to 150% of target .
- FY 2024 design: R&D and CMC manufacturing 70%; financial 30%; “stretch” up to 150% of target .
- FY outcomes: FY 2023 corporate goal achievement 85%; FY 2024 corporate goal achievement 132.5%; named executive payouts disclosed for CEO/CSO/CFO only, not Smith .
| Metric | FY 2023 Weighting | FY 2024 Weighting | Company-Level Achievement |
|---|---|---|---|
| R&D and CMC manufacturing goals | 75% | 70% | 85% aggregate achievement in 2023 ; 132.5% in 2024 |
| Financial performance goals | 25% | 30% | Included in aggregate achievement noted above |
Option awards and vesting:
| Grant Date | Instrument | Shares | Strike Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| May 3, 2021 | Stock Options | 158,500 | $9.91 | 25% on May 3, 2022; 6.25% quarterly thereafter through May 3, 2025 | May 3, 2031 |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| May 15, 2024 | 279,563 | * (less than 1%) | Beneficial ownership includes shares and awards exercisable within 60 days; detailed breakdown for Smith not separately footnoted in the excerpt . |
Alignment policies:
- Insider Trading Policy prohibits short sales, derivative transactions and financial instruments designed to hedge or offset declines in company stock (“Policy on Pledging and Hedging of Company Shares”) .
- As of 2022, the company stated no formal executive equity ownership guidelines; later proxies did not introduce executive ownership guidelines in the retrieved sections .
Employment Terms
| Term | Standard | Change-of-Control (CiC) | Notes |
|---|---|---|---|
| Employment | At-will | — | Smith employment agreement effective Apr 19, 2021 . |
| Severance (termination without cause / good reason) | 9 months base salary; accelerated vesting of time-based equity that would vest in 9 months; up to 9 months COBRA reimbursement | Double-trigger: upon qualifying termination “in connection with a change in control,” 1.0x base salary + annual target bonus; full acceleration of time-based equity; payment equal to greater of target bonus for year of termination or prior year’s target bonus; up to 12 months COBRA | Structure mitigates retention risk around strategic transactions; CiC benefits replace standard severance . |
| Bonus Plan Eligibility | Target bonus 40% of base salary under Performance Bonus Plan | Included in CiC cash multiple (1.0x base + target bonus) | Committee sets annual KPIs; company-level weightings disclosed . |
| Start Date / Tenure | April 2021; ~4 years as of 2025 | — | Executive officer status confirmed in 2024–2025 proxies . |
Investment Implications
- Compensation alignment: Smith’s package emphasizes at-risk components via annual bonus tied to operational/financial goals and multi-year stock options vesting through May 2025, supporting retention during clinical and financing milestones; absence of hedging/derivative transactions enhances alignment with shareholders .
- Retention and CiC economics: Standard severance (9 months) is moderate; CiC protection is double-trigger at 1.0x base + target bonus with full time-based equity acceleration, balancing retention incentive with shareholder-friendly triggers; suggests neutral-to-positive retention profile amid potential strategic events .
- Ownership and selling pressure: Beneficial ownership was sub-1% in 2024 (279,563 shares); options fully vested by May 2025, which can create timing windows for liquidity but hedging is prohibited; no explicit pledging disclosed, reducing governance red flags .
- Execution track record: Prior leadership through Urovant IPO and $681M sale indicates deal execution capability and familiarity with capital markets transactions, valuable as Eledon pursued multiple financings in 2023–2024 .
Not disclosed: Smith’s individual annual payouts for 2023–2024, PSU/RSU grants, non-compete terms, clawbacks, ownership guideline compliance, and Form 4 trading activity in the excerpts reviewed.