Walt A. Linscott, Esq.
About Walt A. Linscott, Esq.
Indaptus Therapeutics’ Chief Operating Officer since March 22, 2023; previously Chief Business Officer (July 2021–March 2023) and, at Intec Israel, Chief Administrative Officer (October 2017–July 2018) and Chief Business Officer (July 2018–Merger). Age 65 (2025 proxy), with prior service as an Officer in the U.S. Marine Corps; education includes MSc in Experimental & Translational Therapeutics and PG Diplomas in Global Business (Oxford) and Entrepreneurship (Cambridge), BA (Syracuse), JD (University of Dayton School of Law) . Company pay-versus-performance shows TSR improving to $121 on a hypothetical $100 investment in 2023 (from $41 in 2022 and $25 in 2021) with net losses of $(15.4)M in 2023, $(14.3)M in 2022 and $(7.7)M in 2021, framing the operating backdrop during his tenure as COO and prior C-suite roles . In 2024, the Compensation Committee determined every corporate goal was achieved or exceeded; in 2023 it assessed corporate achievement at 79% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indaptus Therapeutics | Chief Operating Officer | Mar 2023–present | COO responsibilities for operations and execution |
| Indaptus Therapeutics | Chief Business Officer | Jul 2021–Mar 2023 | Led BD through formative period post-merger |
| Intec Israel | Chief Business Officer | Jul 2018–Merger (2021) | Drove BD prior to Indaptus formation |
| Intec Israel | Chief Administrative Officer | Oct 2017–Jul 2018 | Stood up admin functions post-joining |
| Treiber Therapeutics, Inc. | President & COO | Mar 2017–Oct 2017 | Operational leadership at development-stage biotech |
| Cocrystal Pharma, Inc. | Senior executive positions | Jul 2015–Mar 2017 | Roles in medical device/pharma operations |
| Carestream Health, Inc. | Senior executive positions | Jan 2011–Jan 2015 | Global operations in medical imaging |
| Solvay Pharmaceuticals, Inc. | Senior executive positions | 2001–2005 | Pharma leadership roles |
| Thompson Hine LLP | Associate/Partner; Partner-in-Charge (Atlanta); Chair, Life Science Practice | 1990–2001; 2005–2010 | Built and led law firm’s life sciences practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global consulting enterprise | Co-founder; strategic advisor | Oct 2014– | Advising developing companies |
| United States Marine Corps | Officer (active duty) | Prior to law school | Leadership experience |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 366,541 | 405,000 | 425,000 | 475,000 |
| Target Bonus (%) | — | 50% | 50% | 50% |
| All Other Compensation ($) | 51,287 | 59,130 | 78,851 | 75,744 |
| Notes | Compensation increases approved to $425k (2023) and $475k (2024) | Target bonus policy adopted | Committee approved salary and target framework | 2025 base set at $491,000 (for reference) |
Performance Compensation
| Year | Metric Category | Weighting | Target | Actual | Payout ($) | Payout Timing |
|---|---|---|---|---|---|---|
| 2023 | Corporate objectives: clinical milestones; R&D goals; BD; financing; human capital | Not disclosed | Not disclosed | Corporate achievement level set at 79% | 212,500 | Paid in Q1 following year |
| 2024 | Corporate objectives: clinical milestones; R&D goals; BD; financing; human capital | Not disclosed | Not disclosed | Every goal achieved or exceeded (Committee determination) | 237,500 | Paid in Q1 following year |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 150,257 | 252,204 | 326,833 |
| Ownership (% of shares outstanding) | 1.8% | 2.9% | 2.0% |
| Direct Common Shares (subset) | 150 | 150 | — |
| Options/Warrants included (subset) | 150,107 options (incl. 21,321 vesting within 60 days) | 252,054 options (incl. 24,654 vesting within 60 days) | — |
Stock ownership guidelines and pledging: no specific disclosures were identified in the cited proxy excerpts. No tax gross-ups; the company pays health and welfare benefits.
Outstanding Equity Awards at Fiscal Year-End
Option awards outstanding for Linscott:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 10/23/2017 | 750 | — | 684.8 | 10/23/2027 | Legacy grants; standard term |
| 12/11/2017 | 1,750 | — | 684.8 | 12/11/2027 | Legacy grants; standard term |
| 01/22/2019 | 1,125 | — | 610.4 | 01/22/2026 | Legacy grants; standard term |
| 09/13/2019 | 2,500 | — | 72.0 | 09/13/2026 | Legacy grants; standard term |
| 02/17/2020 | 1,125 | — | 34.3 | 02/17/2027 | Legacy grants; standard term |
| 09/16/2020 | 1,250 | — | 25.7 | 09/16/2027 | Legacy grants; standard term |
| 08/04/2021 | 210,000 | — | 8.87 | 08/04/2031 | 33.3% at 1st anniversary; 8.33% quarterly to 08/04/2024 |
| 01/26/2022 | 26,746 | 19,104 | 4.90 | 01/26/2032 | 33.3% at 1st anniversary; 8.33% quarterly to 01/26/2025 |
| 01/18/2023 | — | 40,000 | 1.61 | 01/18/2033 | 33.3% at 1st anniversary; 8.33% quarterly to 01/18/2026 |
| 01/22/2024 | — | 75,000 | 1.74 | 01/22/2034 | 33.3% at 1st anniversary; 8.33% quarterly to 01/18/2027 |
Note: As of Dec 31, 2024, the 2022 grant shows 42,029 exercisable and 3,821 unexercisable, reflecting further vesting into 2025 . All options have seven- or ten-year terms subject to earlier expiration upon termination .
Employment Terms
| Provision | Normal Termination (Without Cause / Good Reason) | Change-in-Control Window | Death/Disability |
|---|---|---|---|
| Base Salary Continuation | 12 months, bi-monthly installments | 18 months, bi-monthly installments | Prorated eligible bonus |
| Health Insurance | Company-paid cost for 12 months | Company-paid cost for 18 months | — |
| Bonus | Prorated if eligible for year of termination | Target annual bonus paid within 30 days of termination | Prorated if eligible |
| Equity | — | Full accelerated vesting of all outstanding equity awards upon later of CoC or termination | — |
| Trigger Structure | — | Termination without cause or good reason within 6 months before or 12 months after CoC (“double-trigger” timing) | — |
| Tax Gross-ups | None (company does not provide tax gross-ups) |
Compensation Structure Analysis
- Year-over-year mix: Option-heavy long-term compensation; no stock awards reported; options granted in Jan 2023 (40,000 @ $1.61) and Jan 2024 (75,000 @ $1.74) with standard three-year vesting .
- Guaranteed vs at-risk: Target bonus fixed at 50% of base; actual payouts were 50% of base in 2024 (achieved/exceeded) and $212,500 in 2023 despite 79% corporate achievement, indicating Committee discretion layered on corporate scoring .
- Option repricing/modification: No disclosures of repricing; exercise prices reflect market on grant date .
- Perquisites and gross-ups: Limited to health/welfare; no significant perqs; no tax gross-ups .
Investment Implications
- Alignment: Rising beneficial ownership from ~1.8% (2023) to 2.0% (2025) with substantial option exposure (e.g., 210,000 options @ $8.87 from 2021 and low-strike grants in 2023/2024), creating leverage to equity upside and retention via multi-year vesting .
- Retention and CoC dynamics: Robust double-trigger severance with full acceleration upon termination around a change-in-control may lower resistance to strategic transactions but reduces forfeiture risk, improving personal downside protection .
- Pay-for-performance: Committee assessed “achieved/exceeded” in 2024 and 79% achievement in 2023; payouts and target design signal tight coupling to operational milestones (clinical, BD, financing), supporting credibility of bonus outcomes for traders monitoring catalyst execution .
- Governance risk: No tax gross-ups and limited perqs are shareholder-friendly; absence of disclosed pledging or hedging in these excerpts reduces alignment red flags, though continued monitoring of Form 4 activity is prudent .
Sources: 2025, 2024, and 2023 DEF 14A proxies and 8-K appointment filing for role timing and employment terms .