Sanjeev Luther
About Sanjeev Luther
Sanjeev Luther, age 63, has served as President, Chief Executive Officer, and a director of Ernexa Therapeutics (ERNA) since January 1, 2024. He previously was President, CEO, and board member of Cornerstone Pharmaceuticals (2017–2023), and earlier held leadership roles at Bristol-Myers Squibb, Novartis, Bausch & Lomb, and GE Healthcare; he holds an MBA and B.S. in Marketing/Business Administration from SUNY Buffalo . ERNA is a preclinical-stage company; for FY2024 ERNA reported GAAP net loss of $44.539 million, and the pay-versus-performance TSR index shows an initial $100 investment valued at $0.31 at year-end, consistent with early-stage biotech risk and capital needs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cornerstone Pharmaceuticals | President, CEO, and Board Member | 2017–2023 | Led operations and strategy at a life sciences company |
| Cornerstone Pharmaceuticals | COO and Chief Business Officer | 2014–2017 | Built operations and business development capabilities |
| Bristol-Myers Squibb; Novartis; Bausch & Lomb; GE Healthcare | Various leadership roles | Not disclosed | Big Pharma/medtech operating experience; commercial and strategic training |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cornerstone Pharmaceuticals | Board Member | 2017–2023 | Governance oversight aligned to operational leadership |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary (US$) | — | $550,000 | Set by employment agreement dated Dec 19, 2023 |
| Target Annual Bonus (% of base) | — | Up to 50% | Payout determined by Board/Comp Committee |
| Actual Bonus Paid (US$) | — | $75,000 | Signing bonus per agreement (not performance bonus) |
Performance Compensation
| Incentive Type | Metric/Plan | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual cash bonus | Corporate/individual KPIs set annually | Discretionary | Up to 50% of base | No FY2024 performance goals were established; no performance bonus disclosed | Annual determination by March 15 following year |
| Stock options | Long-term equity | N/A | N/A | Grant-date fair value $2,422,818 (FY2024) | 1,685,218 NQ options granted Jan 1, 2024; vest 25% at 1-year, remainder monthly over next 24 months after April 26, 2024 modification; strike $1.80; expire 1/01/2034 |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Sanjeev Luther | 684,619 | 1.09% | Represents shares issuable upon exercise of options; options vesting schedule described above |
Additional alignment provisions:
- Hedging prohibited for directors, officers, employees, and controlled entities; pledging/margin accounts prohibited for insiders under trading policy .
- Pre-clearance and blackout procedures apply to Section 16 persons; Rule 10b5-1 plan controls and reporting requirements are detailed in the insider trading policy .
Employment Terms
| Term | Details |
|---|---|
| Start date & term | Appointed Jan 1, 2024; at-will employment |
| Base & bonus eligibility | $550,000 base; eligible for annual cash bonus up to 50% of base |
| Initial equity | 1,685,218 NQ options (Jan 1, 2024); vest modified to 3 years (25% at one year, remaining monthly over 24 months) |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: lump sum equal to 9 months salary; up to 9 months continued benefits; pro-rata performance bonus based on actual performance |
| Change-in-control (CIC) protection | If terminated without Cause or for Good Reason during CIC Protection Period (through 1 year post-CIC): 12 months salary and benefits; 100% of target bonus; full acceleration of all outstanding and unvested equity awards; 12-month post-termination option exercise window |
| Clawback | Company clawback policy for erroneously-awarded incentive compensation compliant with Nasdaq rules |
Board Governance
- Board service: Director since Jan 1, 2024 . Not independent (employee director), while other non-employee directors are independent per Nasdaq standards .
- Leadership structure: Chairman (James Bristol) separate from CEO; board affirms separation of roles .
- Committees: Luther does not serve on standing committees; Audit (Chair W. Wexler; members J. Bristol, P. Cicala), Compensation (Chair W. Wexler; members J. Bristol, P. Cicala), Nominating & Governance (Chair J. Bristol; members W. Wexler, P. Cicala) .
- Meeting attendance: In 2024, board met 13 times; each director attended at least 75% of board and committee meetings .
- Hedging policy applies to directors; communications protocol disclosed .
Director Compensation
- No compensation for Mr. Luther’s director service; CEO compensation reported separately .
- Non-employee director program exists but was largely paused; specific option grants to other directors noted .
Compensation Structure Analysis
- Significant upfront equity grant (1.685M options, $2.423M grant-date fair value) aligns CEO incentives with long-term equity value; vesting was accelerated from 4 years to 3 years (still with 1-year cliff), increasing near-term realizable equity—this can improve retention but may heighten near-term vesting-related supply if options are exercised upon vest .
- FY2024 had no performance metric goals established for named executive officers; bonus outcomes were discretionary/none for performance, with CEO’s $75,000 reported as a signing bonus rather than performance payout .
- Robust clawback and anti-hedging/pledging policies reduce misalignment risk .
Vesting Schedules and Insider Selling Pressure
- CEO options: 25% cliff at Jan 1, 2025; remaining 24 monthly tranches thereafter, strike $1.80, expiry 1/01/2034 . The 1-year cliff followed by monthly vesting may create predictable supply over 2025–2026, subject to blackout/pre-clearance rules and any 10b5-1 plans .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory vote (Proposal 3) on executive compensation and advisory vote on frequency (Recommendation: three years) . No historical approval percentages were disclosed in the 2025 proxy.
Performance & Track Record
- Pay-versus-performance disclosure: FY2024 PEO CAP $770,000; TSR index $0.31; GAAP net loss $(44,539) thousand, reflecting precommercial investment stage . Company states it does not tie executive compensation to net income performance for precommercial status .
Equity Ownership Guidelines & Pledging
- Director/insider hedging prohibited; pledging/margin accounts prohibited; pre-clearance required; these policies mitigate misalignment and leverage risk .
Expertise & Qualifications
- MBA and B.S. from SUNY Buffalo; extensive life sciences operating background across pharma and biotech .
Investment Implications
- Alignment: Large, time-vested option grant with anti-hedging/pledging and CIC acceleration ties CEO outcomes to equity appreciation, though the vesting acceleration to 3 years modestly increases near-term realizability .
- Retention and severance: Nine months severance baseline, expanding to 12 months plus 100% target bonus and full acceleration under CIC—market-typical but creates “golden parachute” incentive; investors should monitor CIC scenarios and potential dilution from option exercises .
- Near-term supply: 25% cliff vest on Jan 1, 2025 and monthly vesting thereafter may introduce selling pressure depending on pre-clearance/blackouts and any 10b5-1 plans; exercise economics at $1.80 strike depend on post-reverse-split share dynamics and Nasdaq compliance trajectory .
- Governance: CEO is also a director but not chair; board committees are independent and separated, with attendance thresholds met—mitigates dual-role independence concerns .
- Company performance context: Preclinical stage, significant net losses and capital needs, with recent financing mechanics and proposals to maintain listing; compensation is appropriately weighted to equity given early-stage risk profile, but lack of FY2024 performance goals reduces pay-for-performance rigor—watch subsequent years for KPI adoption .