Preetam Shah
About Preetam Shah
Preetam Shah, Ph.D., MBA (age 53) is Elicio Therapeutics’ Chief Strategy and Financial Officer and Treasurer since March 2025; he also serves as Principal Financial Officer and Principal Accounting Officer effective April 1, 2025 . He previously was CFO/Chief Business Officer at Cidara Therapeutics (2021–2024/2025), EVP/CFO/Treasurer at BrainStorm Cell Therapeutics (2019–2021), and spent six years in healthcare investment banking at Barclays and Canaccord; he holds a Ph.D. in Microbiology (UMMC), MBA (Wharton), and completed a post-doc in Infectious Diseases at Stanford . Elicio has not disclosed TSR or financial performance metrics tied specifically to Dr. Shah’s compensation; his annual bonus target is 40% with Board-set goals, and he received an inducement stock option equal to 1.2% of shares outstanding on April 15, 2025, vesting over four years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cidara Therapeutics | CFO & Chief Business Officer; then CFO & Principal Accounting Officer | Sep 2021–Aug 2024; Aug 2024–Feb 2025 | Oversaw multiple corporate financings and business development transactions; guided corporate strategy . |
| BrainStorm Cell Therapeutics | EVP, CFO & Treasurer | Sep 2019–Aug 2021 | Directed financing strategies and corporate initiatives . |
| Barclays Capital | Investment banking (Healthcare) | Jun 2016–Sep 2019 | Advised on equity, debt, and M&A transactions . |
| Canaccord Genuity | Investment banking (Healthcare) | Jul 2013–May 2016 | Advised on equity, debt, and M&A transactions . |
| Saisarva LLC | Founder (Healthcare consulting) | 2010–2013 | Executed/negotiated licensing deals; advised PE/hedge funds . |
| Reliance Capital USA Ventures | VP, U.S. Operations & Investments | 2006–2009 | Led early-stage healthcare venture investments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Former employer (undisclosed) | Consultant | Through Aug 31, 2025 | Disclosed consulting agreement; approved provided no interference with ELTX duties . |
Fixed Compensation
| Component | Terms | Effective date | Notes |
|---|---|---|---|
| Base salary | $480,000 per year | Mar 24, 2025 | May be increased by Board; not decreased below initial level . |
| Target annual bonus | 40% of base salary | 2025 plan year | 75% corporate goals / 25% individual performance; discretionary determination and payable by Mar 15 following year; must be employed on payment date . |
| Health benefits (transitional) | Reimbursement of current health coverage premium for 15 months (less the premium differential vs. ELTX plan) | Apr 1, 2025 | Then eligible to participate in company plans . |
| COBRA-related severance benefit | Lump-sum payment equal to company contribution for COBRA for the “Severance Period” per Executive Severance Plan | Upon qualifying separation | As defined by Executive Severance Plan . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | 75% corporate / 25% individual | 40% of base salary | Not yet disclosed | Board discretion based on goals; must be employed at payment | N/A (cash) . |
| Inducement stock option (2024 Inducement Plan) | N/A | Option for shares equal to 1.2% of common shares outstanding on Apr 15, 2025 (grant date) | Share count and fair value not disclosed | Non-qualified option at FMV; inducement grant under Nasdaq Rule 5635(c)(4) | 25% at first anniversary of Start Date; remaining 75% in 36 equal monthly installments thereafter, subject to service . |
Equity Ownership & Alignment
- Beneficial ownership: Dr. Shah is not listed in the March 24, 2025 beneficial ownership table (he started Mar 24, 2025), so no shares were reported as of that record date .
- Insider trading policy prohibits short sales, purchasing on margin or using company stock as collateral for loans, hedging/monetization transactions, and trading in publicly traded options; pre-clearance required for executives .
- Clawback policy: Board adopted an SEC/Nasdaq-compliant clawback in Oct 2023 to recoup excess incentive compensation after a required restatement, regardless of fault .
Employment Terms
| Term | Details |
|---|---|
| Start date and roles | Start Mar 24, 2025 as Chief Strategy and Financial Officer and Treasurer; serves as Principal Financial Officer and Principal Accounting Officer effective Apr 1, 2025 . |
| Employment status | At-will employment . |
| Severance (non‑CIC) | Executive Severance Plan provides 9 months’ base salary for Named Executive Officers terminated without Cause; continued health benefits during Severance Period (CEO has different terms) . Dr. Shah participates in this plan . |
| Severance (CIC double‑trigger) | If terminated without Cause or resigns for Good Reason during the Change-in-Control Period: lump-sum equal to 12 months’ base salary plus target bonus for Named Executive Officers; continued health benefits during CIC Severance Period; all unvested equity fully vests (CEO at 18 months) . Applies to Dr. Shah via plan participation . |
| Non-compete / non-solicit | Not disclosed in the 8-K employment agreement; confidentiality and IP assignment agreement required . |
| Outside activities | May serve on non-competing boards with CEO approval; disclosed ongoing consulting through Aug 31, 2025, subject to not interfering with ELTX duties . |
| Location | Boston HQ with remote work; travel as needed . |
Compensation Structure Analysis
- Mix of pay: Cash base ($480k) plus 40% target bonus and a sizable front-loaded inducement option (1.2% of outstanding shares on grant date), emphasizing retention and equity upside versus near-term cash .
- Incentive metrics: Bonus structure uses 75% corporate/25% individual weighting; no numerical financial/TSR targets disclosed, indicating Committee discretion and typical small-cap biotech goal-setting (program milestones/team objectives) .
- Governance controls: Company-wide clawback adopted Oct 2023; insider trading policy bans hedging/margin/pledging; Compensation Committee engages Aon plc for market benchmarking, suggesting formal processes and external calibration .
- CIC protection: Double-trigger cash and full equity vesting should reduce retention risk through strategic events; outside CIC, severance is salary-only for 9 months for non-CEO executives, aligning with small-cap biotech norms .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited under insider trading policy (reduces alignment risk) .
- Clawback: Adopted (reduces recoupment risk) .
- Related-party overhang: None tied to Dr. Shah; general related-party transactions primarily involve a significant holder/director, not Dr. Shah .
- Form 4 activity: Not disclosed in proxy/8-K materials reviewed for Dr. Shah; recent appointment suggests limited reportable ownership as of the Mar 24, 2025 record date .
Expertise & Qualifications
- Education: Ph.D. in Microbiology (University of Mississippi Medical Center); MBA in Finance (Wharton); post-doctoral fellowship in Infectious Diseases (Stanford) .
- Functional strengths: Corporate finance, capital markets, BD, and healthcare investing; senior operating roles at public biotechs and healthcare banking experience .
Performance & Track Record
- Prior achievements: Oversaw financings and BD transactions at Cidara; directed financing strategies and corporate initiatives at BrainStorm .
- Company performance linkages: No TSR or financial performance measures disclosed specific to Dr. Shah’s pay; annual bonus outcomes to be determined by Board against undisclosed goals .
Equity Ownership & Alignment Table
| Item | Status/Amount | Notes |
|---|---|---|
| Reported beneficial ownership (as of Mar 24, 2025) | Not listed | Dr. Shah started on Mar 24, 2025; not included in beneficial owner table . |
| Inducement option grant | 1.2% of outstanding shares (grant date Apr 15, 2025) | Non-qualified option at FMV; inducement under Nasdaq Rule 5635(c)(4) . |
| Vesting | 25% after 1 year from Start Date; 36 monthly thereafter | Service-based vesting . |
| Hedging/pledging | Prohibited by policy | Also bans margin and publicly traded options; pre-clearance required . |
| Clawback | In place (Oct 2023) | Applies to incentive comp after restatements . |
Compensation & Incentives Tables
Cash Compensation
| Metric | 2025 Target | Mechanics |
|---|---|---|
| Base salary | $480,000 | Set at hire; can be increased by Board/Committee . |
| Target bonus | 40% of base salary | 75% corporate / 25% individual; Board discretion; must be employed at payout . |
Equity Compensation (Inducement Grant)
| Grant type | Grant size | Grant date | Exercise price | Vesting |
|---|---|---|---|---|
| Stock option (non-qualified) | Shares equal to 1.2% of outstanding common stock | Apr 15, 2025 | FMV on grant date | 25% at first anniversary of Start Date; remaining in 36 monthly installments . |
Governance & Committee Context
- Compensation Committee independence and mandate; Aon retained to benchmark executive/director pay and peer practices .
- Company-wide clawback and insider trading policy enhancements in 2023–2025 .
Employment Terms Summary Table
| Provision | Non‑CIC termination without Cause | CIC double‑trigger (termination without Cause or resignation for Good Reason during CIC period) |
|---|---|---|
| Cash severance | 9 months base salary for Named Executive Officers | 12 months base salary + target annual bonus for Named Executive Officers |
| Equity | CEO-only forward vesting outside CIC; not applicable to other NEOs | All unvested equity fully vests |
| Health benefits | Continued participation for Severance Period | Continued participation for CIC Severance Period |
| Conditions | Release of claims; compliance with confidentiality/restrictive covenants | Same as left column |
| Sources | Executive Severance Plan (Feb 2024) ; Dr. Shah participates . | Executive Severance Plan (Feb 2024) ; Dr. Shah participates . |
Investment Implications
- Alignment and retention: The sizeable four-year inducement option with a one-year cliff anchors retention through key 2025–2026 milestones; double-trigger CIC protections reduce distraction risk in strategic scenarios .
- Pay-for-performance: Cash bonus uses a goal-based framework but with undisclosed numerical targets, typical of early clinical-stage biotech; equity upside is the primary alignment lever .
- Trading overhang: Company policy limits hedging/margin/pledging and requires pre-clearance, mitigating near-term selling pressure; first vesting in March 2026 creates a predictable, staged equity unlock thereafter .
- Governance quality: Presence of clawback, independent Compensation Committee with external advisor (Aon), and clear CIC economics support investor confidence in incentive rigor and change-of-control readiness .