Steven Perrin
Eledon PharmaceuticalsAbout Steven Perrin
Steven Perrin, Ph.D. is President and Chief Scientific Officer of Eledon Pharmaceuticals and has served on Eledon’s Board since September 2020; age 60; B.S. Biology (Boston College) and Ph.D. Biochemistry (Boston University School of Medicine) . Eledon’s pay-versus-performance disclosure shows company TSR of 93.42 in 2024, 40.82 in 2023, and 51.70 in 2022; reported net losses were $36.2M in 2024, $116.5M in 2023, and $88.0M in 2022, reflecting a clinical-stage profile without product revenue . Perrin is an executive director (not independent) with dual roles as CSO and director; the Board separates CEO and Chair, and independent committees provide oversight, mitigating some dual-role governance risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anelixis Therapeutics, Inc. | Chief Executive Officer | 2013–2020 | Led immunology/ALS-focused biotech; experience carried into Eledon at 2020 combination |
| ALS Therapy Development Institute | Executive Chairman | 2010–present | Governance and strategic guidance for ALS research |
| ALS Therapy Development Institute | Chief Scientific Officer | 2007–2018 | Built translational research programs in ALS |
| Biogen (formerly Biogen Idec) | Associate Director, Molecular Profiling | 2001–2006 | Advanced molecular profiling capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ALS Therapy Development Institute | Executive Chairman | 2010–present | External non-profit leadership with domain expertise alignment |
Board Governance
- Board service: Director since September 2020; Class I director with term expiring at the 2027 annual meeting .
- Committee roles: None; executive directors (CEO and CSO) are not independent and do not serve on independent committees .
- Independence: Not independent under Nasdaq rules due to executive officer status .
- Board structure: Independent Chair; CEO and Chair roles separated; four standing committees chaired by independent directors; independent directors meet in executive session .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $437,439 | $455,258 |
| All Other Compensation ($) | $21,090 | $21,990 |
| 2024 Base Salary Setting | Value |
|---|---|
| Steven Perrin 2024 Base Salary ($) | $456,609 |
- Director pay: As an employee director, Perrin received no director compensation in 2024 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Corporate goals: R&D & CMC | 70% | 50% of base salary | Corporate goals achieved at 132.5%; Perrin bonus paid $306,879 | Individual adjustments applied; “stretch” potential up to 150% of target |
| Annual cash bonus (2024) | Financial goals | 30% | 50% of base salary | Included within 132.5% corporate achievement |
Equity Awards
- 2023 program: Issued blended time-based and performance-based stock options totaling 7,381,857 company-wide; Perrin received awards with vesting tied to clinical milestones and funding conditions of the 2023 Securities Purchase Agreement (Second and Third closings) . Vesting conditions were amended in Dec 2023 to be more difficult; milestones were satisfied on June 13, 2024 and Nov 20, 2024, leading to issuance of 5,763,085 stock options in aggregate; no new options were awarded to NEOs in 2024 .
- Pay-versus-performance: Eledon ties incentives predominantly to strategic and operational milestones rather than financial metrics, consistent with clinical-stage peers .
Equity Ownership & Alignment
| Ownership Detail (as of March 31, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,372,537 |
| Ownership % of outstanding | 3.8% |
| Components | 1,000 common shares; 2,371,537 shares underlying options exercisable within 60 days |
Outstanding Equity Awards (12/31/2024)
| Grant/Series | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option series (1) | 118,930 | 198,217 | 2.30 | 05/01/2033 |
| Option series (1) | 160,556 | 267,592 | 2.30 | 05/01/2033 |
| Option series (1) | 315,164 | 525,274 | 2.30 | 05/01/2033 |
| Option series (2) | 67,813 | 87,187 | 3.08 | 02/01/2033 |
| Option series (4) | 106,563 | 48,437 | 3.97 | 02/01/2032 |
| Fully vested (5) | 436,467 | — | 9.00 | 09/13/2030 |
| Fully vested (5) | 606,316 | — | 6.85 | 09/08/2030 |
| Fully vested (5) | 142,833 | — | 8.91 | 01/29/2030 |
| Fully vested (5) | 118,097 | — | 8.91 | 01/29/2030 |
| Fully vested (5) | 61,831 | — | 8.91 | 01/29/2030 |
- Hedging/pledging: Insider Trading Policy prohibits short sales and hedging/derivative transactions (e.g., collars, swaps); pledging specifics are not enumerated in the proxy text; full policy is filed with the 2024 10-K .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start date | September 14, 2020 (Perrin employment agreement) |
| Target bonus | 50% of base salary (Performance Bonus Plan) |
| Severance (no CIC) | If terminated without cause or for good reason: vested compensation; either 1.5x base salary over 18 months (if before 1st anniversary of agreement) or 1.0x base salary over 12 months (after 1st anniversary); acceleration of initial equity award; up to 12 months COBRA |
| Change in Control (CIC) | If terminated without cause or for good reason within 30 days before or 12 months after a CIC: 1.0x base salary + annual target bonus; full acceleration of time-based equity; up to 18 months COBRA |
| Retention bonus (amendment 4/27/2023) | Cash or stock equal to 761,589 × (FMV at Retention Bonus Date – FMV at initial closing of 2023 Private Placement), capped at $9.00 FMV; payable upon earliest of termination not for cause, CIC, or July 31, 2026 |
| Clawback/restatement context | Company concluded no recovery was required after an accounting restatement; Board reviewed executive compensation in light of restatement |
Multi-Year Compensation (NEO summary for Perrin)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $437,439 | $455,258 |
| Non-Equity Incentive ($) | $175,619 | $306,879 |
| Option Awards ($) | $906,435 | $3,787,094 |
| All Other Compensation ($) | $21,090 | $21,990 |
| Total ($) | $1,540,583 | $4,571,222 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Value of $100) | 51.70 | 40.82 | 93.42 |
| Net Loss ($ thousands) | $(87,966) | $(116,537) | $(36,184) |
- Program emphasis: Eledon is clinical-stage and did not use net income as a performance measure for executive pay; incentives are tied to strategic and operational milestones (R&D, CMC, financing) .
Director Compensation (for context)
- Non-employee director cash retainers: Board $43,680 (member), $191,100 (Chair); Audit $10,920/$21,840; Compensation $8,190/$16,380; Nominating & Gov $5,460/$10,920; Science & Technology $8,190/$16,380 .
- 2024 director fees: Non-employee directors received cash retainers; no stock options were awarded in 2024; employee directors (Gros, Perrin) received no director compensation .
Risk Indicators & Red Flags
- Dual-role independence: Perrin is not independent due to executive status; however, the Board maintains an independent Chair and independent committees .
- Hedging prohibited: Policy bans hedging/derivative transactions and short sales; pledging status not specified in proxy text .
- Financing and dilution context: Significant reserved shares and recent financings could influence equity award values and dilution, a factor for option-driven pay outcomes .
Investment Implications
- Pay-for-performance alignment: Perrin’s cash bonus linked to operational milestones (R&D/CMC 70%, financial 30%) with 2024 corporate achievement at 132.5% and payout of $306,879, aligning incentives with clinical and manufacturing execution . Equity-heavy compensation and milestone-based vesting connect realizable pay to value-inflecting events .
- Retention and change-in-control economics: Severance of 1.0–1.5x base, CIC of 1.0x base + target bonus, plus equity acceleration and a sizable retention bonus formula can reduce departure risk through 2026, but also create potential windfalls around strategic events .
- Ownership alignment: 3.8% beneficial stake predominantly from vested options indicates economic alignment, though selling pressure may arise around large option maturities; hedging is prohibited, improving alignment quality .
- Governance: Dual-role as CSO/director is balanced by independent chair and committee structures; Perrin’s absence from committees preserves independence of key oversight functions .
- Performance trajectory: TSR improved materially in 2024 alongside reduced net loss, consistent with value recognition of clinical progress and financings; incentive designs emphasize these drivers rather than GAAP profitability typical for clinical-stage peers .