Doug Samuelson
About Doug Samuelson
Doug Samuelson (age 65) is Chief Financial Officer of Kairos Pharma (KAPA). He has served as an external CFO since 2019 and became an employee following KAPA’s IPO in September 2024; he is a California CPA with a B.S. in Accounting (University of Utah) and an M.S. in Computer Science (CSU Northridge) . The company does not disclose executive performance metrics (e.g., TSR, revenue growth, EBITDA growth) tied to his compensation; awards are primarily time‑based RSUs without explicit operating KPIs, although the equity plan allows for performance awards generally .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellness Center USA, Inc. | Chief Financial Officer | 2016–2022 | Led finance; served as CFO at a small-cap healthcare company |
| Second Sight Medical Products, Inc. | Director of Accounting | 2016–Mar 2020 | Managed GL close, tax reporting, audits, banking, technical accounting |
| AdvaVet, Inc. (subsidiary of Oasmia Pharmaceutical AB) | Chief Financial Officer | 2018–2019 | U.S. subsidiary finance leadership for a pharma parent |
| Solis Tek, Inc. | Chief Financial Officer | 2016–2018 | Oversaw SEC financial reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State of California | Certified Public Accountant (CPA) | Current | Professional credential supporting technical accounting leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | — | $50,000 |
| Target Bonus % | Not disclosed | Not disclosed |
Notes:
- Executives did not receive salaries prior to the September 2024 IPO; salary rates reflect full-year equivalents established post-IPO .
- Annual bonuses may be granted at the Compensation Committee’s discretion; no target % disclosed .
Performance Compensation
Summary Compensation (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | — | $14,657 |
| Bonus ($) | — | — (bonus for FY2024 approved and paid in 2025; see below) |
| Stock Awards ($) | — | $123,000 |
| Total ($) | — | $137,657 |
Equity Awards and Vesting (Structure and Grants)
| Item | 2024 | 2025 |
|---|---|---|
| RSUs Granted (#) | 123,000 (initial RSUs under plan) | 152,672 RSUs (value $200,000 at $1.31/share; grant 10/8/2025) |
| Vesting Terms | CFO employment agreement provides annual 50,000 RSUs, fully vested after 12 months; additional RSUs equal to 1.2× outstanding consulting invoices at IPO price | RSUs vest in full on 10/8/2026 (one-year cliff); accelerated full vesting upon change in control |
| Performance Conditions | None disclosed for CFO RSUs (time-based vesting); plan permits performance awards generally | None disclosed for CFO RSUs (time-based vesting); change-in-control single-trigger acceleration |
Cash Bonus (FY2024, approved in 2025)
| Executive | FY2024 Cash Bonus ($) | Approval Date | Notes |
|---|---|---|---|
| Doug Samuelson (CFO) | $50,000 | 10/8/2025 | Discretionary bonus recognizing FY2024 performance |
Performance Compensation Detail (KPIs)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating/Financial KPIs tied to CFO pay | N/A | N/A | N/A | Discretionary bonus (see above) | RSUs time-based; annual (12 months) and one-year cliff grant |
Equity Ownership & Alignment
| Ownership Item | Details |
|---|---|
| Beneficial Ownership (as of 4/28/2025) | 104,888 shares; <1% of outstanding (17,077,765 shares) |
| RSU Holdings (granted; subject to vesting) | 123,000 RSUs granted for 2024 cohort ; 152,672 RSUs granted on 10/8/2025 vesting 10/8/2026 |
| Ownership Guidelines | Not disclosed |
| Hedging/Margin/Options Trading | Prohibited by insider trading policy (blackouts apply) |
| Pledging | No disclosure indicating pledging; not referenced in policy |
| Section 16 Compliance | One late Form 4: earliest transaction 11/22/2024; filed 11/25/2024 |
Employment Terms
- Agreement Date: September 27, 2023 (effective upon IPO) .
- Base Salary: $50,000 per year, payable monthly .
- Equity Awards:
- Annual grant of 50,000 RSUs each IPO anniversary; each grant fully vests after 12 months .
- Additional RSUs equal to 1.2× outstanding consulting invoices at IPO per-share purchase price .
- Severance: Six months’ severance if terminated without cause; general severance framework provides salary continuation during a defined severance period, with continued benefits, offset by remuneration received during the severance period .
- Change-of-Control Economics:
- Entitled to receive 250,000 RSUs (inclusive of all RSUs received up to CoC) that vest immediately at CoC (single-trigger) per employment agreement .
- Proxy also states CFO will receive five years’ worth of RSU grants upon change of control, in addition to severance (plan-level description) .
- Clawback: Company adopted an equity compensation recovery policy (Exhibit 97.1) via 10‑K/A filed April 15, 2025 .
- Non-compete/Non-solicit: Not specifically disclosed for CFO in proxy; general insider trading policy and blackout periods apply .
Governance, Compensation Committee, and Say‑on‑Pay
- Compensation Committee: Independent directors (Chair: Dr. Singhvi; members: Dr. Keyoung, Dr. Bae); oversees executive pay, equity plan administration, severance and CoC protections .
- Say‑on‑Pay (2025): Approved on an advisory basis (For: 10,022,900; Against: 16,834; Abstain: 362,415; Broker non‑votes: 1,100,419) .
- Vote Frequency: Annual say‑on‑pay approved (1 year preference) .
Compensation Structure Analysis
- Cash vs. Equity Mix: Low fixed cash pay ($50k rate) with substantial equity via RSUs—mix skews toward time‑based equity rather than performance‑conditioned awards .
- Shift to RSUs: Awards are RSU‑centric; company notes no option repricing without shareholder approval; executive RSUs grant cadence established post‑IPO .
- Guaranteed vs At‑Risk Pay: Significant at‑risk through vesting of RSUs; however, vesting is service‑based rather than KPI‑based, limiting pay‑for‑performance linkage .
- Award Modifications/Repricing: Company policy prohibits option repricing without stockholder approval; no evidence of repricing or award modification for CFO .
Risk Indicators & Red Flags
- Change‑of‑Control Acceleration: Immediate vesting of 250,000 RSUs (and separate plan language of five years’ RSU grants) creates potential windfall in a sale scenario (single‑trigger), diluting performance alignment around exit timing .
- Vesting Cliffs and Supply: One‑year cliff on the 10/8/2025 RSU grant (vests 10/8/2026) could concentrate insider selling pressure around vest dates, subject to blackout rules and trading restrictions .
- Late Section 16 Filing: One late Form 4 (minor process control issue) .
- Related Party Lending: Company borrowed funds from officers in 2024, later converted to equity at IPO price; names not disclosed—cannot attribute to CFO .
Equity Ownership & Vesting Calendar
| Event | Shares/Value | Vesting Date | Acceleration |
|---|---|---|---|
| Annual RSU grant (each IPO anniversary) | 50,000 RSUs per year | 12 months post-grant | Not specified beyond plan-level CoC provisions |
| Additional RSUs (consulting invoices) | RSUs equal to 1.2× unpaid invoices at IPO price | As granted; vesting per agreement | Not specified beyond plan-level CoC provisions |
| 10/8/2025 RSU grant | 152,672 RSUs ($200,000 at $1.31) | 10/8/2026 (full cliff) | Full acceleration on change in control |
Investment Implications
- Alignment: Samuelson’s low cash salary and heavy RSU mix align him with equity outcomes, but the absence of explicit operating KPIs and single‑trigger CoC acceleration weakens pay‑for‑performance rigor and creates potential sale‑timing windfalls .
- Supply Overhang: The one‑year vesting cliff on the October 2025 grant (vesting October 2026) and annual 50,000 RSU grants could create periodic supply overhangs around vest dates; trading is nevertheless constrained by blackouts and policy prohibitions on hedging/margin/options .
- Retention: Continuous service requirements and annual RSU cadence support retention; six months’ severance provides baseline protection, while CoC equity acceleration could encourage continuity through a transaction .
- Governance: Independent compensation committee oversight, presence of clawback policy, and strong say‑on‑pay support (approved) are positives for governance and investor confidence in the compensation framework .