Vipin Chaturvedi
About Vipin Chaturvedi
Vipin Kumar Chaturvedi, Ph.D., is Chief Scientific Officer (CSO) of GRI Bio, Inc. and has served in this role since April 2023; he is 66 years old . He co-founded GRI Operations in 2009, served on its board and as chair of the scientific advisory board, and previously served as CSO from 2009–2017 and 2022–April 2023; he is also Professor of Medicine (Laboratory of Immune Regulation) at UC San Diego since April 2015 . Education: BSc in Biology (Kanpur University), MSc in biochemistry/molecular biology/immunology (Institute of Medical Education & Research, India), Ph.D. in biochemistry (Indian Institute of Science, India) . Company-level TSR/revenue/EBITDA targets tied to his incentives were not specifically disclosed; annual bonuses are discretionary against company/individual objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GRI Operations | Co-founder; Director; Chair, Scientific Advisory Board | 2009–Merger date; CSO 2009–2017 and 2022–Apr 2023 | Foundational leadership of immunology R&D and advisory oversight |
| GRI Bio, Inc. | Chief Scientific Officer | Apr 2023–present | Leads scientific strategy and execution post-merger |
| University of California, San Diego | Professor of Medicine, Laboratory of Immune Regulation | Apr 2015–present | Academic leadership in immune regulation supporting translational research |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simomics, UK | Non-executive Director | 2015–Jul 2022 | Guidance to simulation software firm in scientific modeling |
| Vidur Discoveries, LLC | Board Member | 2009–present | Scientific consulting governance and oversight |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $214,911 | $342,417 |
| Target Bonus % of Salary | 40% | 40% |
| All Other Compensation | $8,317 | $143 |
| Total Compensation | $302,853 | $419,420 |
Notes:
- Base salaries were increased effective August 1, 2024; CSO salary rose to $384,300, from $312,500 for Jan 1–Jul 31, 2024 .
- Pension/SERP/Deferred comp: None; the company does not maintain defined benefit/profit-sharing or non-qualified deferred compensation plans .
Performance Compensation
| Component | 2023 | 2024 | Metric Design | Weighting/Target | Actual Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Bonus (Cash) | $79,625 | $76,860 | Discretionary against company milestones/individual objectives (plan enumerates possible performance objectives) | Target 40% of base salary | $79,625 (2023); $76,860 (2024) | Cash; no equity vesting |
| Stock Options Granted | — | — (no 2024 grants) | N/A | N/A | N/A | N/A |
| Stock Options (Jan 2025 grant) | — | 2,548 options granted Jan 2025 | Option award | N/A | N/A (grant-date fair value not disclosed here) | Vested in full at grant |
Detailed performance framework:
- The equity plan allows performance objectives spanning financial metrics (earnings, revenue, margins, cash flow, ROA/ROIC, TSR), operational/regulatory milestones, market share, capital raising, and strategic initiatives; specific annual bonus metric weightings for CSO were not disclosed .
2025 Expected Equity Awards (Plan Guidance)
| Grant Year | Instrument | Total Options | Immediate Vesting | Time-Vested Tranche | Vesting Cadence |
|---|---|---|---|---|---|
| 2025 (Expected Awards) | Stock Options | 11,854 | 7,424 | 4,430 | Quarterly over 3 years commencing on grant date |
Equity Ownership & Alignment
| Ownership Component | Shares/Options | Status | % of Outstanding |
|---|---|---|---|
| Common Stock (direct) | 111 | Owned | <1% |
| Stock Options (exercisable within 60 days of 6/30/2025) | 2,548 | Vested/exercisable | <1% |
| Total Beneficial Ownership (SEC definition) | 2,659 | Beneficial | <1% of 2,496,800 shares |
Alignment and risk controls:
- As of 12/31/2024, Dr. Chaturvedi had no outstanding option or stock awards (reflects pre-2025 grant status) .
- Insider Trading Policy prohibits hedging, short sales, holding in margin accounts, and pledging of company securities; Restricted Persons require pre-clearance and observe blackout periods, reducing forced-sale/pledge risk .
Employment Terms
| Trigger | Salary/Bonus | COBRA | Equity Treatment |
|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | Continued base salary for 9 months; pro-rated bonus for year of termination based on actual results if employed ≥6 months in year | Subsidized premiums for 9 months | No accelerated vesting specified |
| Termination without Cause / Good Reason within 1 year post-Change-in-Control | Lump sum equal to 12 months of base salary + 100% of target bonus (not prorated) | Subsidized premiums for 12 months | Accelerated vesting of all outstanding stock-based awards; performance awards deemed satisfied at “target”; any stock options remain outstanding for their full term |
Additional governance protections:
- Indemnification agreements with executive officers (primary obligations at GRI) .
- Company maintains an SEC-compliant clawback policy (Exhibit 97; referenced in filings) .
- Section 16(a) filings: Company reported all directors and officers complied with reporting requirements during 2024 .
Investment Implications
- Pay-for-performance structure relies primarily on discretionary cash bonuses against company/individual objectives with a 40% target bonus rate; absence of disclosed metric weightings weakens transparency but aligns flexibility to milestone-driven biotech execution .
- 2025 option grant fully vested at grant (2,548 options) plus sizable expected option awards with a mix of immediate and 3-year quarterly vesting (7,424/4,430) suggests near-term retention via future cycles but raises potential near-term selling pressure as immediate tranches are unrestricted; pledging/hedging prohibitions and pre-clearance mitigate trading risk signals .
- Severance economics: double-trigger-like CIC within 1 year yields 12 months salary + 100% target bonus and full acceleration to target for performance equity—standard for small-cap biotech but creates potential change-of-control payout leverage; non-CIC severance at 9 months is moderate .
- Ownership alignment is limited in percent terms (<1% beneficial ownership) due to small option and share holdings; however, ongoing expected awards and prohibition of pledging/hedging partially bolster alignment without leverage risk from margin loans .