Michael Heltzen

About Michael Heltzen

Michael Heltzen (age 44) is President and Chief Executive Officer of eXoZymes Inc. (EXOZ), serving as CEO since February 1, 2024 and additionally as President since February 17, 2025 . Prior roles include EVP Strategy at Paragraf Ltd. (May–Oct 2023), CEO of Cardea Bio Inc. (Jan 2019–May 2023), and Chairman of the Board at EXO Incubator Inc. (since 2015) and Blue SEQ Innovations Inc. (since 2010) . Filings do not disclose education credentials or company TSR/revenue/EBITDA performance metrics tied to his tenure .

Past Roles

External Roles

Fixed Compensation

• Severance: If terminated not for cause, nine months’ base salary plus COBRA reimbursement; employment is at-will .
• Change-in-control: No blanket acceleration; award agreements may specify; otherwise no automatic acceleration .

Performance Compensation

Equity Awards (Grants, Terms, Vesting)

Notes:

• CEO initially granted options to acquire up to 311,636 shares at employment; plus a 22,097-share incentive option on April 12, 2024—both vest over five years .
• 2025 grant’s vesting commences July 1, 2025, quarterly over four years .

Equity Ownership & Alignment

Additional alignment and risk controls:

• Insider trading policy: Pre-clearance required; blackout periods around earnings; prohibits short sales and derivative/hedging (puts/calls). 10b5-1 plans permitted, but none adopted/terminated in the last fiscal quarter of FY2024 .
• Clawback policy: Board-adopted policy to recover erroneously awarded incentive compensation upon any “Big R” or “little r” restatement, consistent with Nasdaq Rule 10D-1 .
• Stock ownership guidelines/pledging: Not disclosed; no pledging reported for Heltzen .

Employment Terms

• Role and start: CEO since Feb 1, 2024; also President since Feb 17, 2025 .
• At-will employment with annual base and bonus opportunity up to 100% of base; 1/3 discretionary, 2/3 KPI-based (company + personal) set annually by Board .
• Severance: If terminated without cause, nine months’ base salary plus COBRA reimbursement; standard indemnification .
• June 17, 2025 changes: Base increased to $450,000; one-time $250,000 cash bonus; option grant for 235,817 shares at $12.40, vesting quarterly over four years; expires June 29, 2032 .
• Change-in-control: Plan provides that acceleration can be specified in award or separate agreement; absent such terms, no automatic acceleration .

Compensation Structure Analysis

• Cash vs equity mix shifting toward cash in 2025 (salary increase to $450k and $250k one-time bonus) vs 2024 mix (base + modest bonus + options). This may reflect retention and market-competitive pay for a newly public, pre-revenue company .
• Performance linkage: Annual bonus program ties 2/3 of bonus to KPIs (combined company/personal), but specific metrics and targets are not disclosed—limiting external pay-for-performance assessment .
• Long-term alignment: Significant unvested option overhang (468,307 unvested options counted in beneficial ownership footnote) plus new 2025 quarterly-vesting grant supports multi-year retention and stock-price alignment .
• Clawback and insider policy strengthen governance (prohibition on hedging/shorts; recoupment on restatement) .

Vesting Schedules and Potential Selling Pressure

• Option-based awards vest over multi-year periods, limiting near-term selling pressure tied to the CEO’s awards .
• Company-wide RSUs: All outstanding RSUs as of 12/31/2024 were fully vested and convert upon IPO lockup expiry (Nov 11, 2025), potentially creating broader employee selling pressure around that date (CEO’s disclosed awards are options, not RSUs) .

Say-on-Pay, Equity Plan, and Governance

• 2025 Proxy includes say-on-pay advisory vote and recommends frequency of every three years .
• 2025 Equity Incentive Plan: 1,250,000 shares reserve; permits options, SARs, RSUs, and performance awards; standard ISO/NSO rules; no repricing without shareholder approval; no automatic CIC acceleration .
• 2020 Equity Plan remains active; options generally priced at or above FMV; vesting and termination provisions set by committee .

Investment Implications

• Alignment: Large unvested option position and added 2025 grant create strong multi-year equity incentives; insider policy and clawback reduce governance risk .
• Retention/Cost: 2025 cash comp uplift (base to $450k and $250k one-time) indicates the Board’s emphasis on retention and execution capacity as EXOZ transitions post-IPO—raising fixed cost but potentially stabilizing leadership .
• Execution risk: Company remains pre-revenue with going-concern language in 10-K; KPI-based bonus structure ties part of cash pay to milestones, but lack of disclosed targets reduces pay-for-performance transparency for investors .
• Trading flows: Broad RSU conversions at lockup expiry (Nov 11, 2025) may create supply in the market; CEO’s equity is primarily in options with later vesting, suggesting less immediate CEO-related selling pressure .

Data Appendix

Summary Compensation (Multi-year)

2025 changes: Base increased to $450,000; one-time $250,000 bonus; option grant 235,817 at $12.40, vests quarterly over 4 years; expires 6/29/2032 .

Outstanding and New Equity Awards (Detail)

Beneficial Ownership (as of June 9, 2025)

Key Policy References

• Insider Trading Policy: prohibits short sales and derivatives; pre-clearance; blackout periods; Committee includes CEO and VP Finance .
• Clawback Policy: recovery of incentive-based compensation upon restatement; applies to executive officers, including CEO .
• 2025 Equity Plan terms (no automatic CIC acceleration without agreement) .

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