Roger Waltzman, M.D.
About Roger Waltzman, M.D.
Roger Waltzman, M.D., M.B.A., age 58, is Chief Medical Officer (CMO) of Indaptus Therapeutics and has served in this role since August 2023. He earned an MBA from Columbia Business School, a Doctor of Medicine and Bachelor of Arts from Brown University, and completed a fellowship in hematology/oncology at Memorial Sloan Kettering Cancer Center. Prior roles include senior drug development leadership at Novartis Oncology, where he played a leading role in the development of imatinib, nilotinib, and ruxolitinib, and CMO roles at Molecular Templates and Rgenix (now Inspirna) . He moderated a CMO360 Summit panel on clinical operations in April 2025, reflecting active external engagement .
Company performance context (Pay vs. Performance disclosure):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return ($ per $100) | $25 | $121 | $48 |
| Net Loss ($) | $(14,322,798) | $(15,423,471) | $(15,022,027) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis Oncology | Senior drug development roles; later Full Development Head of Malaria Drug Development | 2007–2013 (Oncology); 2013–2016 (Malaria) | Led development of imatinib, nilotinib, ruxolitinib; full development head for malaria program |
| Molecular Templates | Chief Medical Officer | 2019–2023 | Led clinical development; oncology portfolio oversight |
| Inspirna (formerly Rgenix) | Chief Medical Officer | Not disclosed | Supervised development of IO and metabolic inhibitor assets through Phase 1a/b |
| Saint Vincent’s Hospital; Mount Sinai School of Medicine | Assistant Professorships (Medical Oncology; Palliative Care) | Not disclosed | Academic/clinical leadership |
External Roles
| Organization | Role | Date | Notes |
|---|---|---|---|
| CMO Summit 360° (Conference Forum) | Panel Moderator: “Ensuring Effective and Efficient Trials Through Clinical Operations” | Apr 7, 2025 | External visibility; clinical operations best practices |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 196,742 | 32,612 | Joined Aug 2023; sign-on bonus $20,000 |
| 2024 | 500,000 | 46,723 | Base set to $500k; company-paid benefits |
| 2025 | 518,000 (approved) | Not disclosed | 2025 base increased ~3.6% |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Target bonus 40% of salary | Corporate objectives across clinical milestones, R&D, BD, financing, HCM | Compensation Committee determined “every goal was achieved or exceeded” | 200,000 | Cash (paid; no vesting) |
| 2023 | Sign‑on bonus | N/A | N/A | N/A | 20,000 | Cash (paid) |
| 2023 | Annual cash bonus | Not disclosed | Not disclosed | Not disclosed | 196,000 | Cash (paid) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (options exercisable within 60 days, as of Apr 17, 2025) | 83,750 shares (options) |
| Ownership as % of shares outstanding | Less than 1% |
| Shares outstanding (record date Apr 17, 2025) | 16,034,444 |
Outstanding option awards (as of Dec 31, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vesting Schedule | Expiration Date |
|---|---|---|---|---|---|
| Aug 7, 2023 | 37,500 | 52,500 | 1.85 | 3-year: 33.3% on Aug 7, 2024; then 8.33% quarterly to Aug 7, 2026 | Aug 7, 2033 |
| Jan 22, 2024 | 0 | 75,000 | 1.74 | 3-year: 33.3% on Jan 22, 2025; then 8.33% quarterly to Jan 18, 2027 | Jan 22, 2034 |
| Oct 9, 2024 | 0 | 75,000 | 1.105 | 3-year: 33.3% on Oct 9, 2025; then 8.33% quarterly to Oct 9, 2027 | Oct 9, 2034 |
Policies affecting alignment and trading:
- Clawback policy adopted per Nasdaq Rule 10D-1; recoupment of erroneously awarded compensation upon financial restatement .
- Anti‑hedging policy prohibits short sales, puts/calls, collars, and similar transactions unless pre‑approved; hedging discouraged .
- Insider Trading Policy prohibits pledging and margin accounts; pledging or margin sales deemed unacceptable due to potential unlawful trading risk .
Employment Terms
- Role and start date: Chief Medical Officer since August 2023 .
- Target bonus: 40% of base salary (2024 target framework) .
- Clawback: Policy for recovery of erroneously awarded compensation applies to current and former executive officers .
- Trading practices: Mandatory pre‑clearance of trades, blackout windows, and restrictions on hedging/pledging per Insider Trading Policy .
- Severance/change‑of‑control: The 2025 proxy describes employment/severance terms for the CEO, CSO, and COO, but does not disclose specific severance/change‑of‑control economics for the CMO .
Investment Implications
- Pay‑for‑performance mix: Cash incentive tied to operational milestones with a 40% target bonus; 2024 bonuses were paid following “achieved or exceeded” corporate goals—positive alignment but dependent on qualitative objectives rather than hard financial KPIs .
- Vesting cycle and potential selling supply: Multiple option tranches begin vesting on Jan 22, 2025 and Oct 9, 2025 with quarterly vesting thereafter; strike prices ($1.74, $1.105) and 10‑year terms create ongoing retention hooks but also periodic potential supply as tranches vest .
- Skin‑in‑the‑game and risk controls: Ownership under 1% limits alignment via direct equity, but anti‑hedging/anti‑pledging and clawback policies reduce misalignment and governance risk .
- Retention risk: Option vesting extends through 2026–2027, supporting retention; absence of disclosed CMO‑specific severance/change‑of‑control terms leaves some uncertainty on transition economics .
- Capital structure overhang: Reverse stock split authorization (1-for-5 to 1-for-28) to regain Nasdaq compliance and multiple financings (Aug/Nov 2024 registered directs; Jan 2025 private placement; Feb 2025 SEPA) increase dilution risk; Q2 2025 special meeting sought approval for convertible notes/warrants (conversion price at 80% of 5‑day average with $0.40 cap) highlighting ongoing financing dependence .
- Execution and liquidity risk: Going‑concern disclosures and recurring net losses underscore funding and execution risks, which may outweigh near‑term compensation signals for trading strategies .