Michael J. Newman, Ph.D.
About Michael J. Newman, Ph.D.
Chief Scientific Officer (since Aug 4, 2021) and Class III director at Indaptus Therapeutics (INDP). Newman is a 40+ year oncology R&D executive, previously founder/CEO of Decoy Biosystems, with academic posts at Brandeis and Roche Institute and senior oncology roles at Sandoz/Novartis and other biotechs . Age 69 (as of 2025 proxy) . Governance: not independent due to executive status; Board has an independent Chair separate from CEO . Pay-for-performance: executive bonuses tied to clinical/R&D, BD, financing, and human capital objectives; 2023 corporate achievement was 79% and his actual 2023 bonus was $198,900 on a $442,000 base . Company TSR and losses during his tenure: value of $100 investment was $25 (2022), $121 (2023), $48 (2024); net losses were $(14.3)m (2022), $(15.4)m (2023), $(15.0)m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Decoy Biosystems, Inc. | Founder, President, CEO, Director | 2013–2021 | Built immunotherapy platform; led to Indaptus merger |
| Novartis (Sandoz/Novartis) | Senior Assoc. Director Oncology (Sandoz); Executive Director Oncology (Novartis, Head of US Cancer Biology) | 1992–1997 | Led cancer biology globally/US; advanced oncology pipeline |
| Roche Institute of Molecular Biology | Faculty, Biochemistry | 1987–1992 | Academic research foundation |
| Brandeis University | Faculty, Biochemistry | 1984–1987 | Academic research foundation |
| Multiple biotechnology firms | Senior management | 1998–2012 | Operational leadership in oncology R&D |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed beyond Indaptus |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 442,000 | 50% of base | 198,900 | 2023 corporate achievement 79% |
| 2024 | 455,000 (approved Jan 2024) | 50% | Not disclosed (Newman not an NEO in 2024) |
- Clawback: Company-wide clawback policy compliant with Nasdaq/Rule 10D-1 .
- No tax gross-ups: Company does not make gross-up payments to executives .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus: clinical milestones | Part of bonus | Not disclosed | Achieved (2023 overall 79%) | $198,900 (2023) | Cash, paid following year |
| Annual bonus: R&D goals | Part of bonus | Not disclosed | Achieved (2023 overall 79%) | Included above | Cash |
| Annual bonus: BD and financing | Part of bonus | Not disclosed | Achieved (2023 overall 79%) | Included above | Cash |
| Annual bonus: human capital | Part of bonus | Not disclosed | Achieved (2023 overall 79%) | Included above | Cash |
| Stock options (2021 grant) | N/A | N/A | N/A | N/A | 33.3% at 1-year; 8.33% quarterly for 24 months |
| Stock options (2022 grant) | N/A | N/A | N/A | N/A | Same schedule as above |
| Stock options (2023 grant) | N/A | N/A | N/A | N/A | Same schedule as above |
Equity Awards and Vesting Detail
| Grant Date | Shares (Options) | Exercise Price ($) | Status (Exercisable/Unexercisable) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 08/04/2021 | 290,000 | 8.87 | 217,500 / 72,500 | 33.3% at 1-year; 8.33% quarterly x24 months | 08/04/2031 |
| 01/26/2022 | 43,350 | 4.90 | 25,288 / 18,062 | Same as above | 01/26/2032 |
| 01/18/2023 | 43,250 | 1.61 | 0 / 43,250 | Same as above | 01/18/2033 |
- As of April 17, 2025, Newman beneficially held 383,808 option shares; 7,208 were scheduled to vest within 60 days, indicating limited near-term vesting-driven selling pressure .
- Equity plan characteristics: 2021 Plan permits options/RSUs; no repricing without shareholder approval .
Equity Ownership & Alignment
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 1,752,164 | 10.7% | Calculated on 16,034,444 shares outstanding (record date Apr 17, 2025) |
| Direct (Michael J. Newman Trust) | 1,341,524 | — | Personal trust holding |
| Spousal (Janet Harris Living Trust) | 26,832 | — | Attributed via spouse |
| Options (outstanding) | 383,808 (7,208 vest within 60 days) | — | See vesting note above |
| Pledged shares | Not disclosed | — | No pledging policy disclosed; anti-hedging policy prohibits derivatives unless pre-approved |
- Insider trading policy: prohibits short sales/hedging unless CFO pre-approves; designed to promote compliance .
Employment Terms
| Provision | Base Case (Termination w/o Cause or Good Reason) | Change-in-Control (Double Trigger: 6 months before/12 months after) | Death/Disability |
|---|---|---|---|
| Cash severance | 12 months base salary | 18 months base salary plus annual target bonus; prorated current-year target bonus | Prorated bonus if earned |
| Health benefits | 12 months continuation cost | 18 months continuation cost | N/A |
| Equity | No acceleration disclosed in base case | Full acceleration of all outstanding equity awards upon later of CoC or termination | N/A |
- Target bonus opportunity: up to 50% of base salary annually .
- Start date: CSO effective Aug 4, 2021 .
Board Governance
- Role: Class III director since 2021; not independent (employee-director) .
- Committees: Chair, Science & Technology Committee; no Audit or Compensation membership .
- Board leadership: independent Chair (Dr. Pomerantz) separate from CEO; supports checks/balances .
- Attendance: each director attended ≥75% of meetings in 2024; Board held 4 meetings .
- Director compensation: Employee-directors (Newman, CEO) receive no additional director pay .
Director Compensation (Board-level framework; Newman excluded as employee)
| Component | Amount |
|---|---|
| Annual director retainer | $50,000; Chair $150,000 |
| Committee retainers | Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; member $6,000; Nominating Chair $8,000; member $5,000; Science Chair $8,000; member $4,000 |
| Annual option grants (non-employee directors) | 12,500 options; Chair 30,000; 1-year vest; death/disability/CoC acceleration |
Performance & Track Record
| Year | TSR – Value of $100 Investment ($) | Net Loss ($) |
|---|---|---|
| 2022 | 25 | (14,322,798) |
| 2023 | 121 | (15,423,471) |
| 2024 | 48 | (15,022,027) |
- Achievements: founder/CEO of Decoy, integrated into Indaptus; long tenure in oncology drug development leadership .
- Risks: ongoing net losses; Nasdaq minimum bid deficiency disclosed (reverse split authorization pursued in 2025) – enterprise-level listing risk, not Newman-specific .
Compensation Structure Analysis
- Cash vs equity mix: For Newman as a 2023 NEO, equity compensation was modest ($58,051 option grant) versus cash salary/bonus; equity remains primarily options—higher at-risk, aligned with share price appreciation .
- Performance linkage: bonuses tied to operational milestones; 2023 achievement at 79% indicates partial attainment; 2024 goals achieved/exceeded for named executives (Newman not NEO) .
- Equity award mechanics: standard three-year vesting with no repricing permitted under plan; double-trigger acceleration on change-in-control (alignment but potential windfall risk) .
- Clawback and anti-hedging: formal clawback adopted; hedging restricted—improves alignment and risk control .
Related Party Transactions and Red Flags
- Related party transactions: None involving Newman disclosed since 2022; CEO Meckler participated in 2024 financings; Newman not cited .
- Tax gross-ups: None for executives .
- Pledging/hedging: Hedging prohibited without approval; pledging not disclosed—monitor policy gap .
- Say-on-Pay: Advisory vote scheduled for 2025; approval percentages not disclosed in proxy .
Compensation Peer Group and Committee Practices
- Compensation consultant usage: No consultant engaged in 2024; Radford engaged in 2022 (committee-level context) .
- Committee independence: Compensation Committee members independent under Nasdaq heightened standards .
Investment Implications
- Alignment: Newman’s significant personal equity stake (10.7% beneficial ownership) and options-heavy incentives create strong long-term alignment; hedging restrictions and clawback policy reinforce governance .
- Retention risk: Severance and robust double-trigger CoC protection (cash + full equity acceleration) reduce near-term flight risk but introduce potential change-in-control payout leverage; limited near-term vesting (only ~7.2k options within 60 days as of Apr 17, 2025) suggests modest immediate selling pressure .
- Performance linkage: Bonuses tied to operational milestones; 2023 payout consistent with 79% achievement. With continued net losses and volatile TSR, equity awards remain underwater-sensitive, maintaining pressure to deliver clinical/BD milestones .
- Governance: Dual role (executive + director) is mitigated by independent Chair and committee structure; Newman chairs Science & Technology, influencing R&D strategy, but lacks votes on Audit/Compensation—helps reduce independence concerns .