Joseph Talamo
About Joseph Talamo
Chief Financial Officer of Intensity Therapeutics since December 11, 2023; age 55 as of June 4, 2024. Career finance executive with prior CFO roles at HiberCell (2020–2023) and senior finance roles at Lisata/Caladrius (2011–2020); B.B.A. in Accounting and M.B.A. in Finance from Hofstra University; CPA (NY) . Company disclosures do not tie his pay to specific performance metrics (TSR, revenue, EBITDA), and the FY 2024 auditor’s report included a going-concern emphasis, underscoring funding/execution risk .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HiberCell, Inc. | Senior Vice President & Chief Financial Officer | Aug 2020–Nov 2023 | Clinical-stage biotech CFO |
| Lisata Therapeutics, Inc. (formerly Caladrius Biosciences) | Corporate Controller; Chief Accounting Officer; later SVP & CFO | Jun 2011–Jul 2020 | Progression through senior finance roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State of New York | Certified Public Accountant | — | CPA credential (NY) |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | — | 370,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | — | 0 |
| Option Awards – Grant Date Fair Value ($) | — | 442,140 |
| All Other Compensation ($) | — | 0 |
| Total ($) | — | 456,371 |
Notes:
- “—” indicates no disclosure or not applicable for Talamo in 2022 (he joined in Dec 2023) .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Stock Options (80,000) | Time-based | n/a | n/a | n/a | n/a | 4 equal annual installments beginning Dec 11, 2024; expires Dec 11, 2033; exercise price $6.88 |
No annual incentive metrics (revenue, EBITDA, TSR, ESG) were disclosed for the CFO; his 2023 equity was time-based options rather than performance share units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Aug 31, 2025) | 265,131 shares; less than 1% of outstanding |
| Vested vs. Unvested | Includes 250,952 options exercisable within 60 days; excludes 556,427 options not exercisable within 60 days |
| Ownership Guidelines | No executive stock ownership guideline (multiple of salary) disclosed |
| Pledging/Hedging | Company policy prohibits pledging, margin accounts, hedging, short sales, and trading in derivatives; permits approved 10b5-1 plans; quarterly/event-driven blackout windows and pre-clearance required for officers |
Insider selling pressure considerations:
- Significant unvested option pool (556,427 not exercisable within 60 days) suggests future vesting supply; the 80,000-grant vests 20,000 annually starting Dec 11, 2024 . Trading constraints (blackouts/pre-clearance) and anti-pledging policy mitigate opportunistic sales risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Start Date | Dec 11, 2023 (CFO) |
| Base Salary | $370,000 (set at appointment; subject to review) |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: lump-sum equal to one month of base salary per year of employment, up to six months; subject to release |
| Change-of-Control (double trigger within 6 months) | Lump-sum severance equal to 4 months (≥1 year tenure), 5 months (≥2 years), or 6 months (≥3 years) of base salary; subject to release |
| Non-Compete | During employment and one year post-employment; confidentiality and assignment of inventions included |
| Cause/Good Reason | Company-specific definitions; Good Reason includes material reduction in authority/responsibilities, material benefits decrease (not due to financial distress), or relocation >50 miles; notice/cure provisions apply |
| Equity Award Mechanics | 80,000 options (Dec 11, 2023) at $6.88; 4-year annual vesting from first anniversary; expiration Dec 11, 2033 |
| ESPP | 2024 ESPP approved; up to 500,000 shares; purchase price at 85% of lower of offering-start or -end price; semiannual offerings beginning Jan 1, 2025; eligibility defined by tenure/hours; ~7 employees eligible |
Performance & Track Record
- Controls and reporting: Talamo signed FY 2024 Sarbanes–Oxley Section 302 and 906 certifications, covering disclosure controls and financial reporting integrity .
- Liquidity and listing risk: Company disclosed minimum bid price deficiency (June 6, 2025) and sought shareholder authorization for a 1-for-5 to 1-for-30 reverse split to regain Nasdaq compliance; board noted substantial funding needs and potential dilution from future equity issuance .
- Auditor’s going-concern emphasis: FY 2024 audit report includes substantial doubt regarding ability to continue as a going concern .
Compensation Committee & Governance Context
- Compensation Committee: Independent directors (Chair Daniel Donovan; members Emer Leahy, Mark A. Goldberg) oversee executive pay and administer the 2021 Stock Incentive Plan .
- Trading Governance: Strict insider trading controls (blackouts, pre-clearance, 10b5-1 approval) for officers .
Investment Implications
- Pay-for-performance alignment: CFO compensation is primarily base salary plus time-based options; absence of disclosed performance metrics (TSR/revenue/EBITDA) reduces direct pay-performance linkage for the finance chief .
- Retention and selling pressure: A large unvested option pool and annual vesting schedule support retention, while company policies (blackouts/pre-clearance and anti-pledging/hedging) temper near-term selling risk; monitor additional grants that expanded exercisable/unexercisable option counts by Aug 31, 2025 .
- Downside governance risks: Going-concern emphasis and reverse-split authorization highlight capital-raising dependence and listing-risk; severance economics are modest (≤6 months base) even post-CoC, limiting cash outflows in transitions .
- Data gaps: No disclosure of executive stock ownership guidelines, clawback policy details for incentive pay, or CFO-specific bonus targets; investors should seek future proxy/CD&A clarity on performance-linked incentives .