Kaouthar Lbiati

About Kaouthar Lbiati

Dr. Kaouthar Lbiati is Interim Chief Executive Officer of Hepion Pharmaceuticals effective June 16, 2025, under an initial three‑month term; her annual base salary is $350,000 with $50,000 deferred until the earlier of a ≥$3 million equity financing, her departure, or a change in control, and she is eligible for a performance bonus equal to 35% of base contingent on mutually agreed milestones; if terminated without cause before term end, a pro‑rated bonus may be payable . She has served on Hepion’s Board since June 2022 and, as of April 24, 2025, was 47 years old; her background spans strategy and launches at Amgen, GSK, Sanofi, and leadership roles at Cytovia Therapeutics; education includes an M.D. (Mohammed V University), oncology fellowship (Gustave Roussy), executive master’s (ESSEC), and an M.S. (LSE), with corporate governance (Columbia) and finance (Harvard) certifications in 2022 . She also serves on the board of Theralase Technologies and is leading Hepion’s strategic repositioning toward precision diagnostics in celiac disease, respiratory multiplex testing, H. pylori, and HCC . As of the February 2025 proxy, the Board classified Dr. Lbiati as independent; upon assuming the executive role, typical practice is that independence status is suspended while serving as an officer (the filing does not separately restate independence post‑appointment) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity award design context: Hepion’s equity plans provide for stock options/RSUs, with options generally vesting annually over four years and 10‑year terms once vested; clawback provisions apply to executives for restatements per the 2023 Omnibus Equity Incentive Plan .

Director Compensation

Committee fee schedule (non‑employee directors, 2022 framework): $60,000 annual board retainer; chairs: Audit $11,000, Compensation $8,000, Nominating/Gov $6,400; members: Audit $6,000, Compensation $6,500, Nominating/Gov $3,500 .

Equity Ownership & Alignment

• Ownership guidelines: Company encourages equity ownership but discloses no specific share retention/ownership guidelines for executives outside of its equity plan .
• Pledging/hedging: Plan restricts transfers/pledges of awards without prior written consent; no separate anti‑hedging policy disclosed in the cited materials .
• Reverse split mechanics: On March 17, 2025, Hepion effected a 1‑for‑50 reverse split; option share counts and strikes were adjusted proportionally .

Employment Terms

• Appointment: Interim CEO effective June 16, 2025; initial term three months .
• Compensation: $350,000 annual base; $50,000 of base deferred until earlier of ≥$3M equity financing, her departure, or a change in control; eligible for 35% target bonus tied to mutually agreed milestones; pro‑rated bonus if terminated without cause before term end .
• Severance/CoC: Beyond the pro‑rata bonus clause and deferred salary triggers, no additional severance or CoC multipliers specific to Dr. Lbiati are disclosed in the cited filings .
• Clawback: Executive incentive compensation subject to recoupment in event of accounting restatements under the 2023 plan and applicable rules .

Board Governance

• Service history: Director since June 2022; nominated for continued board service in 2025 proxy .
• Committee roles:
  • Audit Committee member; 2025 Audit Committee Report lists Purcell (Chair), Lbiati, Block .
  • Corporate Governance/Nominating Committee member; Block (Chair), Lbiati, Purcell .
  • 2023 proxy also listed her as an Audit Committee member .
• Attendance: In 2023, Board met 11 times; Audit 4; Compensation 6; Nominating/Gov 2; all directors and committee members had 100% attendance .
• Independence: As of the Feb 7, 2025 proxy, Board considered Drs. Block and Lbiati and Mr. Purcell independent under Nasdaq rules; independence status typically ceases while serving as an executive (post‑June 16, 2025) .
• Dual‑role note: She is both director and Interim CEO; on June 30, 2025, she signed an 8‑K as Interim Chief Financial Officer following the CFO/director resignation, indicating temporary assumption of additional officer responsibilities for filing purposes .

Performance Compensation (Director Equity Grants)

Governance Policies Relevant to Pay Alignment

• Equity plan design and vesting: Options/RSUs under the 2013 and 2023 plans; options generally vest annually over four years and are exercisable up to 10 years once vested, aligning value with stock appreciation .
• Clawback: Three‑year lookback for executive incentive compensation upon financial restatements, irrespective of fault, with recoupment in cash or equity forfeiture per committee discretion .
• Ownership guidelines: No specific executive share ownership/retention guidelines beyond equity plans; encourages, but does not mandate, holdings .

Track Record, Achievements, and Context

• Strategic pivot: Under her leadership appointment announcement, Hepion emphasized repositioning to precision diagnostics and near‑term revenue generation via CE‑marked tests in Europe/UK and U.S. submissions .
• Corporate actions context: Reverse stock split 1‑for‑50 announced March 14, 2025 and effective March 17, 2025, intended to regain Nasdaq minimum bid compliance; options/warrants adjusted proportionally .
• Background: Led or contributed to multiple therapy launches (Jevtana, Votrient, Blincyto, Filgotinib, Symbicort) across oncology/respiratory/immunology markets .

Risk Indicators & Red Flags

• Listing/price risk context: Reverse split to address compliance with Nasdaq minimum bid requirement; mechanical adjustments to equity awards may affect optics of equity holdings and potential liquidity events .
• Dual‑hat governance risk: Interim CEO while also a director (and signed as Interim CFO on 6/30/25 filing), which may raise independence/oversight considerations until permanent roles are set .
• Clawback coverage: Robust restatement‑based clawback reduces windfall risk from misstated results .
• Ownership alignment: Beneficial ownership consists primarily of options; direct common stock ownership not disclosed in 2024–2025 tables for Dr. Lbiati, and stake is <1% .

Compensation Structure Analysis

• Mix shift: Non‑employee director compensation for Dr. Lbiati increased equity component materially in 2024 ($188,424 fair value) versus zero equity in 2023, signaling stronger equity‑based alignment that year .
• Interim CEO pay design: High at‑risk component via milestone‑based 35% bonus and cash‑preservation via $50k deferred salary contingent on financing/change‑in‑control suggests near‑term liquidity sensitivity and performance‑linked cash outflow .
• Ownership requirements: Absence of explicit executive ownership guidelines may limit enforced “skin‑in‑the‑game,” though options align upside with shareholders .

Equity Ownership & Beneficial Holdings Detail

Employment & Contracts (Key Economics)

Board Service Summary and Independence

• Committees: Audit (member; 2025 Audit Committee Report: Purcell, Chair; Lbiati; Block) and Nominating/Corporate Governance (member; Block, Chair; Lbiati; Purcell) .
• Attendance: 100% meeting attendance for Board and committees in 2023 .
• Independence: Independent as of Feb 7, 2025 proxy; independence changes upon executive appointment Jun 2025 (not separately re‑stated in filings) .
• Director election: Nominated for 2025 annual meeting slate .

Investment Implications

• Alignment and liquidity: Dr. Lbiati’s economic exposure at Hepion currently skews to options rather than direct share ownership, and the 1‑for‑50 reverse split compresses counts while preserving proportional exposure; watch for any new executive equity awards and Form 4 activity post‑appointment to gauge selling pressure/retention signals .
• Near‑term catalysts/risks: Interim CEO term and milestone‑based bonus design suggest a focus on financing (>=$3M trigger tied to deferred salary) and execution of the diagnostics pivot; financing outcomes and regulatory/commercial milestones may directly influence cash compensation realization and retention .
• Governance watchpoints: Dual‑role dynamics (Interim CEO and director; signed as Interim CFO on 6/30/25 8‑K) elevate oversight considerations until permanent appointments are made; committee membership and attendance history support engagement, but independence status is suspended during executive service .
• Policy backstops: Clawback and transfer/pledge restrictions on awards mitigate certain governance risks, but absence of formal stock ownership guidelines may limit enforced alignment during a critical strategic transition .