David-Alexandre Gros
Eledon PharmaceuticalsAbout David-Alexandre Gros
David-Alexandre C. Gros, M.D. is Chief Executive Officer and a Class III director at Eledon Pharmaceuticals, serving since September 2020. He is 52, with an M.D. from Johns Hopkins, an MBA from Harvard Business School, and a B.A. from Dartmouth College; prior roles include President/COO at Neurocrine, Chief Business and Principal Financial Officer at Alnylam, and Chief Strategy Officer at Sanofi . Eledon is a clinical-stage biotech with no commercial revenue; compensation design emphasizes strategic/operational milestones over GAAP financials, and 2022–2024 net losses were $87.966M, $116.537M, and $36.184M, respectively . Company TSR (value of a $100 initial investment) measured $51.70 (2022), $40.82 (2023), and $93.42 (2024), reflecting stock volatility typical of development-stage biopharma .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Imbria Pharmaceuticals | Co‑Founder, CEO, Chairman | From May 2018 | Built and led clinical-stage biotech; board leadership |
| Neurocrine Biosciences | President & Chief Operating Officer | — | Senior operating leadership at commercial-stage neuro company |
| Alnylam Pharmaceuticals | Chief Business & Principal Financial Officer | — | Corporate strategy and finance leadership at RNAi pioneer |
| Sanofi S.A. | Chief Strategy Officer | — | Global corporate strategy; big pharma experience |
| Centerview Partners; Merrill Lynch | Investment banking leadership | — | Healthcare M&A/financing expertise |
| McKinsey & Company | Healthcare consulting | — | Strategy advisory foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eliem Therapeutics, Inc. | Director; Co‑founder | — | Prior public board service; co‑founder |
| Saint Jean Groupe, S.A. | Director | — | French consumer manufacturer (pasta products) |
| 4D Molecular Therapeutics | Senior Advisor | — | External scientific/strategic advisory |
| Pardes Biosciences | Senior Advisor | — | External strategic advisory |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $559,478 | $582,269 |
| Target Annual Bonus (% of salary) | 60% | 60% |
| Actual Annual Bonus Paid ($) | $286,383 (earned 2023; paid Feb 2024) | $464,277 (earned 2024; paid Dec 2024) |
Notes:
- Gros receives no separate director compensation for board service .
Performance Compensation
Executive bonus plan emphasizes operational metrics:
- Weighting: R&D and CMC manufacturing 70%; financial goals 30% .
- Stretch opportunity up to 150% of target; 2024 corporate goals achieved at 132.5% overall .
| Metric Category | Weighting | Target | Actual | Payout (CEO) | Vesting/Misc |
|---|---|---|---|---|---|
| R&D + CMC | 70% | Board‑approved plan | Contributed to 132.5% aggregate achievement | $464,277 cash bonus | Annual cash; no equity vesting component tied to this payout |
| Financial | 30% | Board‑approved plan | Contributed to 132.5% aggregate achievement | Included in total above | — |
Equity awards and performance-based structure:
- May 2023: Issued large option grants with time- and performance-based vesting tied to clinical milestones and funding tranches under the 2023 private placement (Second and Third Closings) .
- Dec 2023: Amended vesting to prorate upon funding received; amendments made vesting conditions more difficult .
- Jun 13, 2024 and Nov 20, 2024: Performance conditions met for Second/Third Closings; 5,763,085 options were issued to employees (including named executive officers) under these milestones .
Equity Ownership & Alignment
| Item | As of/Detail | Value |
|---|---|---|
| Total beneficial ownership | March 31, 2025 | 2,364,001 shares; 3.8% of outstanding |
| Common shares held | March 31, 2025 | 9,000 shares |
| Options included in beneficial ownership (exercisable within 60 days) | March 31, 2025 | 2,355,001 shares underlying options |
| Hedging/derivatives/shorts policy | Company policy | Prohibits hedging/pledging and derivatives (puts/calls, collars, swaps) |
Stock ownership guidelines (multiple of salary) for executives were not disclosed in the 2025 proxy; compliance status not disclosed .
Outstanding CEO option awards (Dec 31, 2024):
| Award (Strike) | Exercisable (#) | Unexercisable (#) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| $2.30 | 143,737 | 239,562 | 05/01/2033 | 25% on 05/01/2024; 6.25% quarterly to 05/01/2027 |
| $2.30 | 194,045 | 323,409 | 05/01/2033 | Same as above |
| $2.30 | 380,904 | 634,839 | 05/01/2033 | Same as above |
| $3.08 | 131,250 | 168,750 | 02/01/2033 | 25% on 02/01/2024; 6.25% quarterly to 02/01/2027 |
| $3.97 | 108,800 | 44,800 | 02/01/2032 | 25% on 02/01/2023; 1/48 monthly to 02/01/2026 |
| $3.97 | 74,250 | 33,750 | 02/01/2032 | 25% on 02/01/2023; 6.25% quarterly to 02/01/2026 |
| $9.00 | 1,015,452 (fully vested) | — | 09/08/2030 | Fully vested |
Insider selling pressure: Form 4 transactions were not available via document search (no “Form 4” items returned); monitor SEC Form 4s for any 10b5‑1 adoptions and sales near option vesting dates. The company’s Insider Trading Policy governs trading windows and prohibits hedging/derivative strategies, which mitigates alignment risks but does not eliminate liquidity-driven sales .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment start; role | CEO since Sept 9, 2020 |
| Target bonus | 60% of base salary under annual plan |
| Performance bonus (market value-based) | Original $10M if market value thresholds met; amended Dec 16, 2024 to max $15M at $1.5B market value (linear from $6M at $600M) |
| 1% fully‑diluted equity grant | Eligible upon either majority exercise of Tranche C by largest holder or specified K207 topline data + $900M market value for 20 consecutive days; eligibility extends 12 months post termination without cause/for good reason |
| Retention bonus | Cash/stock equal to 761,589 × (FMV on Retention Bonus Date – initial closing price), capped at $9.00; payable upon termination not for cause, change‑in‑control, or July 31, 2026 |
| Severance (no CIC) | If terminated without cause/for good reason: 12 months base, pro‑rata target bonus, 12 months additional vesting credit on time‑based awards, up to 12 months COBRA |
| Severance (CIC; within 90 days before/12 months after) | 1.5× base + target bonus, full acceleration of time‑based equity, up to 18 months COBRA |
| Performance option treatment on termination | If terminated without cause/for good reason: unvested performance awards remain eligible to vest for 12 months; option term extended to the earlier of 90 days after performance achievement or normal expiry; fully vest at target if terminated in connection with CIC |
Clawbacks: Company LTIP includes Dodd‑Frank/Nasdaq‑mandated clawback provisions; awards subject to recoupment under adopted policy .
Board Governance
- Role: CEO and director (Class III); not independent under Nasdaq rules .
- Board leadership: Independent Chair (Katkin); Chair and CEO roles separated, reducing dual‑role concentration risk and preserving independent oversight .
- Committees: CEO/director does not serve on board committees; independent directors chair Audit, Compensation, Science & Technology, and Nominating/Governance .
- Independence determinations: Board affirmed independence of non‑employee directors; Gros and Perrin categorized non‑independent due to executive roles .
- Meetings/attendance: Five board meetings in 2024; all directors then in office attended ≥75% of meetings/committees, and attended the 2024 annual meeting .
Director compensation for Gros: None; executives do not receive separate director fees .
Related Party Transactions
- BGN Investing 1 (beneficially owned by Gros’s brother) purchased common shares in 2023 and 2024 private financings: 108,225 shares + warrants in 2023 ($250,000), 144,300 shares at second closing on July 8, 2024 ($333,333), and 140,646 shares in 2024 private placement (~$333,331) . Audit committee oversees related party transactions per policy .
Performance & Track Record
- Capital raises under Gros: 2023 private placement ($35M initial; plus subsequent closings and warrant structure); 2024 private placement ($50M gross); Oct 2024 underwritten offering ($85M gross) .
- Strategic focus: Advancing tegoprubart with milestone‑linked financings; performance‑based equity tied to clinical development and market thresholds .
- Accounting restatement: Nominating & Governance Committee determined executive compensation did not exceed restated levels; no recovery required .
- Auditor transitions: KMJ Corbin to Crowe (July 2024); Crowe to Deloitte (April 2025) without disagreements/reportable events .
Compensation Committee Analysis
- Composition/independence: Compensation Committee members are independent under Nasdaq rules; Audit and Compensation both staffed with independent directors .
- Consultant: Aon engaged to advise on peer group and compensation trends for executives/directors; committee assessed no conflicts .
- Pay design: Heavily equity‑levered; operational milestones and clinical progress drive incentive outcomes more than GAAP metrics, consistent with development‑stage profile .
Equity Overhang and Reserved Shares
As of March 31, 2025, 199,898,744 shares were outstanding or reserved; 140,016,969 were reserved for warrants, convertibles, stock plans, and ATM capacity. Board proposed increasing authorized shares from 200,000,000 to 300,000,000 to support financing flexibility, acknowledging potential dilution and anti‑takeover effects mitigated by governance structures .
Investment Implications
- Alignment: CEO pay is tightly linked to equity and milestone achievement; 2024 CAP rose with stock appreciation and vesting; prohibited hedging/pledging supports alignment .
- Retention: Meaningful retention bonus and market‑value‑linked performance bonus ($6–$15M) create strong incentives to pursue value‑accretive outcomes; vesting continuation for performance options after termination reduces cliff risk but may be viewed as executive‑friendly .
- Dilution/overhang: Significant reserved share capacity and ongoing equity financings increase dilution risk; authorized share increase broadens financing flexibility but may pressure per‑share metrics absent clinical catalysts .
- Governance: Independent Chair and independent committee leadership temper dual‑role concerns; related party purchases by CEO’s brother are disclosed and governed by policy, but warrant monitoring for future conflicts .