Benjamin L. Palleiko
About Benjamin L. Palleiko
Benjamin L. Palleiko is Chief Executive Officer and a Director of KalVista Pharmaceuticals (since March 2024). He is 60 years old, holds a B.A. in Quantitative Economics (Tufts) and an M.B.A. in Finance and M.A. in International Relations (University of Chicago), and previously served as a U.S. Navy Naval Aviator. He joined KalVista in 2016 as CFO, added Chief Business Officer in 2019, and was promoted to President in 2023 before becoming CEO in 2024 . In FY2025, KalVista achieved FDA approval of EKTERLY (sebetralstat) in the U.S., UK marketing authorization, a positive CHMP opinion in the EU, and signed commercialization deals in Japan (Kaken) and Canada (Pendopharm) with $11M upfront and additional milestones/royalties, marking key execution milestones during his tenure as CEO .
Pay-versus-performance snapshot (company-level):
- TSR (value of $100 initial investment): 2023 $67.01; 2024 $89.16; 2025 $108.17; Net Income (USD mm): 2023 $(92.9); 2024 $(126.6); 2025 $(183.4) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR (Value of $100) | $67.01 | $89.16 | $108.17 |
| Net Income (USD mm) | $(92.9) | $(126.6) | $(183.4) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KalVista Pharmaceuticals | CFO; then CFO + CBO; President; CEO + Director | CFO since 2016; CBO 2019; President 2023; CEO/Director 2024–present | Led finance/business development pre-approval; transitioned to CEO for commercialization of sebetralstat |
| Cielo Therapeutics, Inc. | Co-Founder & CEO | 2012–2016 | Company leadership prior to joining KalVista |
| Ore Pharmaceutical Holdings; Penwest Pharmaceuticals | SVP & CFO | Prior to 2012 | Public-company finance leadership |
| Robertson Stephens; SunTrust Bank | Investment Banker | Early career | Life sciences banking experience |
External Roles
- No external public company directorships disclosed for Mr. Palleiko in the company’s executive officer biography and director tables reviewed .
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (USD) | $514,500 | $580,441 | $688,272 |
| Target Bonus (% of Salary) | 50% (prior to CEO appointment) | 60% (per 3/7/24 CEO agreement) | 60% (per CEO agreement terms in effect) |
| Actual Bonus Paid (USD) | $180,075 | $389,138 | $660,741 |
Notes:
- On March 7, 2024, KalVista entered into a Third Amended and Restated Employment Agreement with Mr. Palleiko setting base salary at $661,800 and target bonus at 60% of base, reflecting his CEO role .
Performance Compensation
Annual Cash Incentive
- Structure: Discretionary, based on company and individual performance; no fixed financial targets disclosed .
- FY2025 payout to Palleiko: $660,741 .
Equity Awards (selected outstanding/unvested at FY2025-end)
| Grant Date | Instrument | Shares/Units Outstanding | Vesting Schedule | Performance Condition | Reported Value |
|---|---|---|---|---|---|
| 2/21/2025 | RSU | 372,000 | 1/16th quarterly over 4 years commencing 5/21/2025 | Time-based | $3,731,160 market value |
| 3/6/2024 | RSU | 187,500 | 1/16th quarterly over 4 years commencing 6/6/2024 | Time-based | $2,696,250 market value |
| 1/11/2023 | PSU | 87,500 | Vests upon certification of regulatory milestones | Performance (regulatory) | $596,750 market/payout value |
| 1/11/2023 | RSU | 20,834 | 1/12th quarterly over 3 years commencing 11/17/2022 | Time-based | $142,088 market value |
| 5/17/2022 | RSU | 12,094 | 1/16th quarterly over 4 years commencing 8/17/2022 | Time-based | $112,232 market value |
Additional context:
- PSUs/PSOs tied to product and R&D milestones. In Feb 2024, the Compensation Committee certified PSU performance conditions on Phase 3 success and full trial enrollment for sebetralstat, enabling awards to begin vesting under time-based/other conditions .
- Historical option awards from 2019–2021 include performance stock options (PSOs) whose performance criteria were achieved and are fully vested; standard options generally vest monthly over four years .
Equity Ownership & Alignment
- Beneficial ownership (as of August 6, 2025): 948,980 shares (1.9%) consisting of 369,595 common shares, 48,237 RSUs vesting within 60 days, and 531,148 options exercisable within 60 days .
- Anti-hedging/pledging: Company policy prohibits hedging and prohibits pledging without express approval by the General Counsel .
- Clawback: SEC/Nasdaq-compliant clawback policy to recoup incentive compensation after a financial restatement for up to 3 years, regardless of fault .
- Rule 10b5-1 plans: Executives may use 10b5-1 trading plans; may be amended/terminated under specified circumstances .
- Ownership guidelines: Not disclosed in reviewed filings.
- Section 16 compliance: A late Form 4 filing for Mr. Palleiko was noted on August 21, 2024 due to administrative error .
| Ownership Detail (8/6/2025) | Shares/Units |
|---|---|
| Common Stock | 369,595 |
| RSUs vesting within 60 days | 48,237 |
| Options exercisable within 60 days | 531,148 |
| Total Beneficial Ownership | 948,980 (1.9% of outstanding) |
Employment Terms
- Termination without cause/good reason (non-COC): Lump sum equal to 15 months of base salary and 15 months COBRA reimbursement .
- Change-in-control (double trigger; within two years post-COC): Lump sum equal to 21 months of base salary; lump sum equal to full target bonus for the fiscal year of termination; 21 months COBRA reimbursement (months 19–21 paid as taxable lump sum); full vesting and exercisability of all unvested equity; PSUs/PSOs deemed achieved in full .
- Non-compete/non-solicit: 12 months following termination; severance conditioned on signing and not revoking a release .
- No disclosure of tax gross-ups or deferred compensation beyond standard 401(k) match; company matches up to 4% in 401(k) .
Board Governance
- Board service: Director since 2024; Class I director up for election in 2025; age 60 .
- Dual-role implications: CEO and Director; Chairman role is separate (Dr. Brian Pereira has served as non-employee Chairman since Oct 2022), supporting independent oversight .
- Independence: Board determined all directors other than Mr. Palleiko are independent under Nasdaq rules .
- Committees: CEO is not listed on any Board committees. Audit: Chair Edward W. Unkart; members Pereira and Stuart. Compensation: Chair Patrick Treanor; member William Fairey. Nominating & Corporate Governance: Chair Nancy Stuart; members Pereira and Reid .
- Attendance: In FY2025, Board met 6 times; no director attended fewer than 75% of meetings; directors are encouraged to attend the annual meeting .
- Director compensation: As an employee director, Mr. Palleiko receives no additional compensation for Board service .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay is held annually; the proposal was approved at the 2024 annual meeting. A Say-on-Pay proposal is on the 2025 agenda as Proposal 3 .
Compensation Structure Analysis
- Cash vs equity mix: Equity is the dominant component of CEO compensation, with significant multi-year RSUs and PSUs/PSOs designed to align with long-term value creation .
- Shift toward RSUs: 2025 featured a large time-based RSU grant (372,000 shares), and 2024 included sizeable RSUs; options remain present but a smaller portion relative to stock awards in 2024–2025 .
- Performance linkage: PSUs/PSOs are tied to product/R&D milestones; 2024 certifications linked to Phase 3 success and trial enrollment. Annual cash bonuses are discretionary rather than formulaic against disclosed financial metrics, which can dilute strict pay-for-performance transparency .
- Governance safeguards: Anti-hedging/pledging restrictions, grant timing controls (no spring-loading), and a robust clawback policy reduce risk of misalignment or opportunistic equity timing .
Risk Indicators & Red Flags
- Insider trading controls: Anti-hedging/pledging and 10b5-1 usage disclosed; no pledging by Mr. Palleiko disclosed .
- Grant timing: Company states no equity awards were timed around material non-public information during FY2025 .
- Disclosure compliance: One late Form 4 filing noted for Mr. Palleiko (administrative error) .
- Related party transactions: Multiple significant shareholder purchases in 2024–2025 offerings (not specific to Mr. Palleiko personally) .
Investment Implications
- Alignment and retention: Large, multi-year RSUs and PSU frameworks, combined with double-trigger full acceleration on change-of-control, strongly align the CEO with stock price and regulatory/commercial milestones but may create meaningful supply from periodic RSU vesting over the next four years (potential selling pressure managed via 10b5-1 plans) .
- Pay-for-performance: PSU/PSO achievements tied to clinical and regulatory progress (e.g., sebetralstat Phase 3, approvals) are positive; however, discretionary cash bonuses without disclosed financial targets reduce transparency into short-term pay-performance alignment .
- Governance quality: Separation of Chair/CEO, independent committees, anti-hedging/pledging, and a clawback policy support investor-friendly oversight despite the CEO’s dual role as a director .
- Execution track record: 2025 regulatory wins and partnerships under his CEO tenure de-risk near-term commercialization, though financials remain loss-making (net income negative) and execution risk shifts to launch and market access—key watch items for incentive goal-setting and future PSU triggers .