Jay D. Caplan
About Jay D. Caplan
Jay D. Caplan is Co‑Founder, President, and Chief Product Officer of Fractyl Health (NASDAQ: GUTS). He co‑founded the company in 2010 and has served as President since 2011 and as Chief Product Officer since January 2022; he is 63 years old and holds a B.S. in electrical engineering from MIT and an MBA from Wharton . Caplan’s 2024 incentives were tied to clinical and regulatory milestones across the Revita and Rejuva programs, with the board determining 75% achievement against target, emphasizing pipeline execution rather than TSR or financial KPIs at this stage . Company operating highlights in 2024 included completing the IPO, FDA IDE approval and Breakthrough Device designation for Revita weight maintenance, and advancing Rejuva preclinical programs—all context for performance assessment of senior executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fractyl Health | President | 2011–present | Leads product development and operations across metabolic disease platforms . |
| Fractyl Health | Chief Product Officer | Jan 2022–present | Oversees product strategy/execution for Revita and Rejuva . |
| Candela Corporation | Chief Operating Officer | 2007–2010 | Operating leadership at public medical aesthetics device company . |
| InfraReDx, Inc. | CTO & VP, R&D | 2001–2007 | Led development of catheter‑based coronary imaging devices; later acquired by Nipro (Japan) . |
| Thermo Cardiosystems (now Abbott) | VP, Operations | N/A | Supported development of HeartMate II LVAD, scaling medtech ops . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles disclosed for Caplan . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $475,000 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | $154,000 | $142,500 |
| All Other Compensation ($) | $1,188 (life insurance) | $600 (life insurance) |
| Total Reported Compensation ($) | $2,873,373 | $2,198,612 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Revita REVEAL‑1 enrollment/data | 10% | 100% of weighted goal | Company-level payout approved at 75% of target (Caplan’s bonus: $142,500) | Cash, paid post‑year end . |
| Annual Cash Bonus (2024) | Revita REMAIN‑1 enrollment | 70% | 100% of weighted goal | Included in 75% overall bonus payout . | Cash . |
| Annual Cash Bonus (2024) | Rejuva regulatory feedback & manufacturability | 10% | 100% of weighted goal | Included in 75% overall payout . | Cash . |
| Annual Cash Bonus (2024) | Progress toward commercialization | 10% | 100% of weighted goal | Included in 75% overall payout . | Cash . |
| Performance Stock Options (Granted 2/1/2024; 174,000 sh @ $15.00) | REVITALIZE‑1 clinical milestones | 40% of grant eligibility | Earn‑eligible if milestones achieved | Not achieved; 0% earned for this tranche . | Any earned portion vests 25% on 12/31/2024; remaining in equal annual installments over next 3 years . |
| Performance Stock Options (Granted 2/1/2024; 174,000 sh @ $15.00) | REMAIN‑1 regulatory/clinical milestones | 40% | Earn‑eligible if milestones achieved | Achieved; contributes to 60% earned overall . | 25% of earned vested 12/31/2024; remainder over 3 years . |
| Performance Stock Options (Granted 2/1/2024; 174,000 sh @ $15.00) | Rejuva clinical milestones | 20% | Earn‑eligible if milestones achieved | Achieved; with REMAIN‑1 yields 60% earned (104,400 sh) . | Same vesting as above . |
Option grant detail: Board determined on 2/27/2025 that REVITALIZE‑1 milestones were not achieved, while REMAIN‑1 and Rejuva objectives were achieved—resulting in 60% of the 2024 performance-based option becoming earned (Caplan: 104,400 shares earned; 26,100 vested on 12/31/2024) .
Equity Ownership & Alignment
| Date (Record) | Direct Shares | Trust/Indirect | Options (Exercisable or within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|---|
| April 16, 2025 | 153,544 | 477,616 | 366,710 | 997,870 | 2.0% (of 48,976,636 sh) | Company policy prohibits hedging and pledging by directors/officers . |
| August 6, 2025 | 153,544 | 477,616 | 370,386 | 1,001,546 | 2.0% (of 50,289,014 sh) | Hedging/pledging prohibited by policy . |
Outstanding equity awards (Caplan) as of 12/31/2024:
- 2024 performance‑based option: 26,100 exercisable and 78,300 unexercisable at $15.00, consistent with 25% of the earned portion vesting at year‑end and the remainder scheduled over 3 years .
- Time‑based options across 2015–2023 vintages with remaining balances and standard monthly or annual vesting schedules; full grant listing and terms are detailed in the proxy (see table) .
Employment Terms
- Role and start: Co‑Founder (2010); President (since 2011); Chief Product Officer (since Jan 2022) .
- Base salary and target bonus: 2024 base $475,000; target bonus 40% of salary .
- Severance (non‑change‑in‑control): If terminated without cause or resigns for good reason, 12 months base salary continuation and up to 12 months COBRA reimbursement, subject to release and covenants .
- Change‑in‑control (double trigger): If terminated without cause or resigns for good reason within 3 months prior to or 18 months post‑CoC, receives 1.0x annual base salary (paid over 12 months), 1.0x target bonus (lump sum), up to 12 months COBRA reimbursement, and accelerated vesting of all time‑based unvested equity .
- Clawback: Nasdaq‑compliant incentive compensation recovery policy in place .
- Anti‑hedging/pledging: Company prohibits hedging transactions and pledging of company securities by officers/directors .
- Ownership guidelines: No explicit executive stock ownership multiple disclosed in proxy .
- Non‑compete/Non‑solicit/Garden leave: Not specifically disclosed in employment agreements summary .
- Tax gross‑ups: None disclosed for severance or perquisites; perquisites limited to life insurance premiums .
Compensation Structure Analysis
- Shift in equity mix: 2023 included substantial RSU grant value ($2,097,678) with dual‑vesting conditions tied to IPO, while 2024 moved to performance‑based stock options ($1,587,435), increasing at‑risk, milestone‑dependent equity exposure for Caplan .
- Cash comp changes: Base salary rose from $400,000 (2023) to $475,000 (2024); actual bonus declined from $154,000 (2023) to $142,500 (2024) as payout was set at 75% of target on operational goal attainment .
- Performance rigor: Board did not credit REVITALIZE‑1 tranche despite other milestones achieved, reducing earned options to 60% of grant—evidence of discrete milestone gating and non‑discretionary treatment .
- Governance protections: Clawback and anti‑hedging/pledging policies strengthen alignment and reduce misalignment risks around incentive payouts and share collateralization .
Investment Implications
- Alignment: Caplan’s compensation is predominantly at‑risk via performance‑based options and operationally weighted cash bonuses (75% payout for 2024), creating high sensitivity to Revita/Remain‑1 and Rejuva execution milestones rather than near‑term financials .
- Vesting and potential selling pressure: The earned 2024 option portion (104,400 shares) vests 25% at 12/31/2024 and annually over three years; while policy prohibits hedging/pledging, staged vesting could create periodic liquidity windows (subject to blackout/compliance) .
- Retention and CoC economics: Double‑trigger CoC protection (1x salary + 1x target bonus and full acceleration of time‑based equity) is balanced; outside CoC, 12‑month salary/COBRA reduces abrupt departure risk without over‑insuring .
- Ownership: ~2% beneficial stake reflects meaningful skin‑in‑the‑game with a mix of direct, trust, and options; prohibited pledging is positive for governance; no disclosed ownership multiples means limited formal compliance monitoring .
- Key lever for alpha: Monitor REMAIN‑1 and Rejuva milestones, which directly drive option vesting and future equity realization for Caplan—positive readouts should correlate with increased earned equity and potentially improved sentiment on execution capability .