Jeffrey A. Meckler
About Jeffrey A. Meckler
Jeffrey A. Meckler is Chief Executive Officer (since July 2021) and a director (since February 2021) of Indaptus Therapeutics. He holds a B.S. in Industrial Management and an M.S. in Industrial Administration (Carnegie Mellon) and a J.D. (Fordham), and previously held roles in business development, strategic planning, and corporate finance at Pfizer, with public-company CEO/board experience at CoCrystal Pharma, QLT, and Travere Therapeutics (director since Oct 2014). Age: 58; Board class: Class III; tenure on Indaptus board since 2021 . Pay-versus-performance disclosure shows the value of a hypothetical $100 TSR investment at year-end of $25 (2022), $121 (2023), and $48 (2024), alongside continued net losses, highlighting a challenging equity return profile during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Indaptus Therapeutics (and predecessors) | CEO (since Jul 2021); sole officer from inception to Jul 2021; Director since Feb 2021; previously Intec Israel Vice Chairman (from Apr 2017), CEO (Jul 2017), President/Secretary and director of Intec Parent until the merger | 2017–present | Led transition and merger into Indaptus; executive leadership over pipeline strategy and financing . |
| CoCrystal Pharma | CEO and Director | Apr 2015–Jul 2016 | Led public biotech operations and strategy . |
| QLT, Inc. | Director | Jun 2012–Nov 2016 | Board oversight for biotech portfolio and strategy . |
| The Andra Group | Managing Director (consulting) | Since 2009 | Life sciences advisory across BD and strategy . |
| Trieber Therapeutics | CEO | Jan 2017–Jul 2017 | Executive leadership (short-term mandate) . |
| Pfizer | Multiple roles in manufacturing systems, market research, BD, strategic planning, and corporate finance | Earlier career | Involved in M&A and divestitures; foundational biopharma operating and deal experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Travere Therapeutics (Nasdaq: TVTX) | Director | Since Oct 2014 | Current public company directorship . |
| Children of Bellevue (non-profit) | Past President; Director | Ongoing | Pediatric program advocacy at Bellevue Hospital Center . |
Fixed Compensation
| Year | Base salary ($) | Bonus target (% of salary) | Actual cash bonus ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 565,000 | 50% | 223,175 | 78,853 | Target set by employment agreement/Comp Committee; all other comp includes company-paid medical/life and 401(k) . |
| 2024 | 575,000 | 50% | 287,500 | 75,296 | 2024 corporate goals were achieved or exceeded; bonus equals 50% target of salary . |
| 2025 (approved) | 595,000 | 50% | N/A | N/A | Base increased ~3.5% YoY effective 2025 . |
- CEO total compensation (SCT total): $1,001,249 (2023) and $1,157,217 (2024), with no RSU/stock award line items; equity is delivered via options .
Performance Compensation
| Metric/plan | Weighting | Target | Actual | Payout | Vesting detail |
|---|---|---|---|---|---|
| Annual corporate objectives (composite: clinical, R&D, BD, financing, HCM) | Not disclosed | 50% of base salary (CEO target) | Committee determined goals achieved/exceeded | $287,500 (2024) | Paid following year; standard annual cash plan . |
| Equity incentives (options) | N/A | N/A | See grants below | N/A | Service-vested; no PSU/TSR metrics disclosed . |
- Compensation committee was fully independent; met 2x in 2024; did not hire a comp consultant in 2024 .
Equity Ownership & Alignment
| As-of date | Total beneficial ownership (shares) | % of SO | Common shares | Warrants | Options (beneficially owned) | Notes |
|---|---|---|---|---|---|---|
| Apr 17, 2025 | 1,022,011 | 6.1% (of 16,034,444) | 202,859 | 127,485 | 691,667 (incl. 16,667 vesting within 60 days) | Footnotes detail composition; immediate family/other forms not indicated . |
| Jun 16, 2025 | 1,038,677 | 6.2% (of 16,034,444) | 202,859 | 127,485 | 708,333 (incl. 16,667 vesting within 60 days) | Latest proxy figures; group (11 people) owns 20.8% . |
- Insider policy prohibits hedging (short sales, options, collars), and prohibits pledging or margin accounts—mitigating misalignment risk and forced-selling risk .
- CEO receives no additional director fees; non-employee director compensation policy provided for context (annual cash retainers, chair/committee fees, annual option grants), but Meckler does not participate in director pay as an employee .
Equity Awards (Key Outstanding and 2023–2024 Grants)
| Grant date | Award type | Shares/options | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| 08/04/2021 | Stock options | 375,000 | 8.87 | 08/04/2031 | 33.3% at 1st anniversary; 8.33% quarterly; fully vested by 08/04/2024 . |
| 01/26/2022 | Stock options | 200,000 | 4.90 | 01/26/2032 | 33.3% at 1st anniversary; 8.33% quarterly; fully vests by 01/26/2025 . |
| 01/18/2023 | Stock options | 100,000 | 1.61 | 01/18/2033 | 33.3% at 1st anniversary; 8.33% quarterly; fully vests by 01/18/2026 . |
| 01/22/2024 | Stock options | 100,000 | 1.74 | 01/22/2034 | 33.3% at 1st anniversary; 8.33% quarterly; fully vests by 01/18/2027 . |
| 10/09/2024 | Stock options | 75,000 | 1.105 | 10/09/2034 | 33.3% at 1st anniversary; 8.33% quarterly; fully vests by 10/09/2027 . |
- No repricing permitted under the 2021 Equity Plan without shareholder approval; awards subject to clawback per company policy .
Employment Terms
- Base salary and bonus: Annual base with target bonus up to 50% of salary; Board may exceed target based on performance .
- Severance (non-CoC): If terminated without cause/resigns for good reason: 12 months base salary paid bi-monthly plus 12 months COBRA-cost coverage; pro-rata bonus if performance goals are met (ignoring service condition) .
- Change-in-control (double-trigger within 6 months before or 1 year after CoC): 18 months base salary, 18 months COBRA-cost coverage, target bonus for year of termination (within 30 days), and full acceleration of all outstanding equity upon the later of CoC or termination .
- Death/disability: Pro-rata bonus if performance goals are met (ignoring service condition) .
- Clawback: Equity subject to recoupment under clawback policy and applicable law .
- No tax gross-ups: Company does not provide tax gross-ups to NEOs .
Board Governance
- Role: CEO and director (Class III). Not independent under Nasdaq rules (as an employee). All other directors except Dr. Newman (CSO) are independent .
- Committee roles: Committee membership excludes management; committees and chairs: Audit (Chair Hayes), Compensation (Chair Maddaluna), Nominating (Chair Karah), Science & Technology (Chair Newman) .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings .
- Director pay (context): Non-employee directors receive $50k annual retainer; chair $150k; committee retainers range $4k–$15k; annual option grants per policy (non-employee only) .
Related Party Transactions and Financing Participation
- August 8, 2024 registered direct and concurrent private placement: Meckler purchased 84,932 common shares and warrants to purchase 84,932 shares (exercise $1.70; 5-year term) at same terms as other investors .
- November 25, 2024 registered direct and concurrent private placement: Meckler purchased 42,553 common shares and warrants to purchase 42,553 shares (exercise $1.05; 5-year term) at same terms as other investors .
- June 12, 2025 private placement of 6% convertible notes and common warrants (up to $5M raise): Notes convert at 80% of the 5-day average Nasdaq official closing price, capped at $0.40, on the earlier of 30 days post reverse split effectiveness or 1-year from issuance; investor may receive pre-funded warrants (exercise $0.01) to respect 4.99%/9.99% caps . Purchasers receive common warrants equal to 200% of conversion shares for subscriptions on/before June 30, 2025 (100% thereafter), exercisable post-conversion and stockholder approval, expiring 5 years; placement agent receives 12% fee and agent warrants . Because Meckler participated in the private placement and prices may be below market/Nasdaq Minimum Price, shareholder approval is required under Nasdaq Rules 5635(d)/(c); the Board recommended voting FOR the Issuance and Related Party proposals .
Pay Versus Performance (reference)
| Year | CEO SCT total ($) | CEO “Compensation Actually Paid” ($) | Average Non-PEO NEO CAP ($) | Value of Initial Fixed $100 Investment (TSR) ($) | Net loss ($) |
|---|---|---|---|---|---|
| 2022 | 1,680,532 | (38,385) | 500,074 | 25 | (14,322,798) |
| 2023 | 1,001,249 | 1,122,094 | 799,786 | 121 | (15,423,471) |
| 2024 | 1,157,217 | 1,029,281 | 845,621 | 48 | (15,022,027) |
Risk Indicators and Red Flags
- Dilution/insider-related issuances: CEO’s participation in 2024 offerings and 2025 convertibles/warrants can be dilutive; 2025 proposal explicitly notes potential material dilution and sought stockholder approval for related-party participation .
- Hedging/pledging: Prohibited by policy, reducing misalignment/forced sale risks .
- Option repricing: Prohibited without shareholder approval .
- Related-party transaction oversight: Audit Committee policy governs Item 404 transactions; 2024 financing participations disclosed .
Compensation Structure Analysis
- Mix and trend: 2024 cash compensation increased modestly (base +1.8%) with full-target bonus; option grant fair value rose YoY ($219,421 in 2024 vs $134,221 in 2023), maintaining at-risk, option-heavy equity versus RSUs (none disclosed) .
- Performance rigor: Committee states 2024 performance goals (clinical, R&D, BD, financing, HCM) were achieved/exceeded, resulting in 100% of target bonus for CEO; specific weighting thresholds not disclosed .
- Shareholder alignment: No tax gross-ups; clawback policy; no option repricing; anti-hedging/pledging policies in place .
Employment & Retention Considerations
- Double-trigger CoC protections with 18 months cash and full vesting likely support retention during strategic processes; standard 12-month severance otherwise .
- Ongoing vesting from 2024 and 2024Q4 grants through 2027 provides continued retention hooks; near-term incremental vesting likely modest versus aggregate beneficial holdings .
Investment Implications
- Alignment: Meckler’s ~6.2% beneficial ownership (options/warrants common) and participation in 2024 and 2025 financings indicate financial alignment, tempered by potential dilution from 2025 notes/warrants if approved and converted/exercised .
- Incentive design: Heavy use of options (no RSUs/PSUs disclosed) ties upside to stock appreciation; 2024 paid at full target on broad operational goals, but absence of disclosed, formulaic performance weights/thresholds makes pay-for-performance calibration opaque .
- Retention risk: Robust CoC and service-based vesting through 2027 reduce near-term flight risk; anti-pledging/hedging reduces forced-selling or misalignment risk .
- Governance: Dual role (CEO/director) with independent committees and no additional director compensation; committee structure and attendance metrics are standard for small-cap biotech governance .