John Yu
About John S. Yu
John S. Yu, M.D. is Kairos Pharma’s co-founder, Chief Executive Officer, and Chairman of the Board; age 60, and also serves as CFO and a director of the wholly-owned subsidiary Enviro since 2019 . He is Professor of Neurosurgery and Director of Surgical Neuro-Oncology at Cedars-Sinai (1998–present), co‑inventor of GITR and activated T‑cell technology, with a portfolio including 26 research grants, 10 patents, seven FDA‑approved investigational drugs, and 17 IRB‑approved clinical trials . Education: B.A. Stanford (1985), Sorbonne/Institut Pasteur fellowship, M.D. Harvard Medical School (1990), M.S. Harvard Department of Genetics (1990), neurosurgical residency at Massachusetts General Hospital . Governance: Yu combines CEO and Chair roles; the four‑member board has three independent directors under NYSE American rules, and all committees are composed of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cedars-Sinai Medical Center | Professor of Neurosurgery; Director of Surgical Neuro-Oncology | 1998–present | Led immunotherapy development for cancer/glioblastoma; co‑inventor of GITR/activated T‑cell tech; 26 grants, 10 patents, 7 FDA INDs, 17 clinical trials |
| Enviro (wholly owned subsidiary) | CFO and Director | Since 2019 | Contributed to advancing Kairos’s pipeline addressing resistance to therapeutics and suppressed immune response in cancer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Institut Pasteur (Paris) | Immunology fellowship | Pre-1990 (student year) | Foundational immunology training supporting later translational oncology work |
| Massachusetts General Hospital | Neurosurgical residency | Post-1990 (after MD/MS) | Clinical training underpinning neuro‑oncology leadership |
Fixed Compensation
| Year | Base Salary Rate ($) | Salary Paid ($) | Bonus Paid ($) | Stock Awards ($) |
|---|---|---|---|---|
| 2024 | 175,000 | 51,301 | — (none disclosed) | 34,440 (RSU fair value reported as stock awards) |
| 2023 | — (no salaries paid pre‑IPO) | — | — | — |
Notes:
- Base salaries commenced post‑IPO (Sept. 16, 2024); no executive salaries were paid in 2023 .
- CEO is eligible for annual cash or stock bonus at Compensation Committee discretion; target percentage not disclosed .
Performance Compensation
| Grant Type | Shares (#) | Vesting Schedule | 2024 Fair Value ($) |
|---|---|---|---|
| RSUs (Initial CEO grant) | 14,000 | Time‑based; vests annually in substantially equal installments over 3 years | 34,440 (reported in 2024 stock awards) |
Additional details:
- Company LTIP governed by Kairos Pharma 2023 Equity Incentive Plan; awards can include RSUs, options, SARs, performance shares/units; plan allows performance criteria but specific CEO performance metrics/weights for 2024 are not disclosed .
- Company policy: no option repricing without shareholder approval; no change‑of‑control payments or excise tax gross‑ups; dividend equivalents on RSUs only upon vesting/performance satisfaction .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 5,341,837 |
| Ownership as % of shares outstanding | 31.3% (17,077,765 shares outstanding on 4/30/2025) |
| Vested vs. unvested breakdown | Not disclosed (CEO RSUs vest over 3 years) |
| Options (exercisable/unexercisable) | None granted in 2024/2023 |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Hedging/margin/short sales policy | Prohibited absent specific pre‑approval; blackout periods begin ~3 weeks before quarter‑end and end 3 business days after results filing |
Implications:
- High beneficial ownership aligns CEO’s financial interests with shareholders and confers significant voting influence .
- Company insider trading policy reduces hedging/margin/short‑term trading behaviors; pledging not explicitly addressed in policy .
Employment Terms
- Agreement date: September 27, 2023; effective upon IPO .
- Base compensation: $175,000/year; paid monthly post‑IPO .
- RSUs: 14,000; time‑based vesting in equal annual installments over 3 years .
- Bonus: Eligible for annual cash or stock bonus at Compensation Committee discretion .
- Severance: If CEO resigns for “Good Reason,” six months of base salary continuation, subject to compliance with agreement requirements; standard benefits including 30 days paid vacation .
- Company‑wide severance/change‑in‑control: Executive employment agreements provide severance equal to base salary for a specified period and continuation of benefits; specific accelerated vesting terms for CEO awards not disclosed, while director initial RSU grants fully accelerate upon sale of the Company under the plan/policy .
- Clawback: Company filed an amended 10‑K to add its recovery policy for erroneously awarded equity compensation (Exhibit 97.1) .
Board Governance and Director Service
- Board roles: CEO and Chairman (dual role) .
- Board size and independence: 4 directors; 3 independent (Drs. Bae, Keyoung, Singhvi) under NYSE American rules; Yu is non‑independent .
- Committees (all independent):
- Audit: Keyoung (Chair), Bae, Singhvi; Keyoung designated “audit committee financial expert” .
- Compensation: Singhvi (Chair), Keyoung, Bae .
- Nominating & Corporate Governance: Singhvi (Chair), Bae, Keyoung .
- Meetings and attendance: Board held 2 meetings in 2024; all directors attended all; committees formed post‑IPO; one Audit Committee meeting in 2024 .
- Director compensation: Employee directors receive no additional pay for board service; non‑employee director retainer $50,000 cash plus $10,000 for Audit Chair; Director Initial RSU grant $50,000 vesting over 3 years with full acceleration upon sale of the Company .
Governance implications:
- Dual CEO/Chair role warrants attention to independence; mitigating factors include independent committees and majority‑independent board; no Lead Independent Director disclosed .
Say‑on‑Pay and Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of executive compensation (June 10, 2025) | 10,022,900 | 16,834 | 362,415 | 1,100,419 |
- Annual frequency of say‑on‑pay: Shareholders approved conducting the vote once every year (1‑year: 10,040,885) .
- Director elections: Yu and all nominees elected with strong support (Yu “For” 10,378,376; 23,773 withheld; 1,100,419 broker non‑votes) .
Related Party Transactions and Other Indicators
- Officer loans: In April–May 2024, the Company borrowed ~$0.1 million from three officers (7.5% interest, unsecured; later converted to equity at IPO price); in August 2024, borrowed ~$0.04 million from an officer (7.5% interest, unsecured, due August 2025) .
- Section 16(a) compliance: Late filings noted for CFO (Form 4, 11/22/2024) and director Singhvi (Form 3, 12/10/2024); no late report disclosed for Yu .
- Annual meeting outcomes (June 10, 2025) summarized in Form 8‑K .
- 8‑K service agreement: Yu executed a one‑year investor relations services contract with Barretto Pacific Corporation for $170,000 in fees starting June 10, 2025; termination rights and expense reimbursement customary .
Investment Implications
- Alignment and control: Yu’s 31.3% beneficial ownership strongly aligns interests and confers significant influence over voting outcomes; employee director receives no incremental board pay, while compensation is modest post‑IPO with time‑based RSUs, suggesting retention incentives rather than aggressive pay‑for‑performance structures .
- Governance risk mitigants: Despite the CEO/Chair dual role, majority‑independent board and fully independent committees with experienced chairs provide oversight; existence of a clawback policy enhances pay quality controls .
- Selling pressure: Company insider trading policy restricts hedging, margin, and trading during blackout windows; no Form 4 filings were found in our document catalog for Yu, limiting visibility into recent insider selling activity [functions.ListDocuments result: 0 Form 4].
- Contract economics: CEO severance is relatively limited (six months base salary upon “Good Reason”); change‑in‑control treatment under the equity plan is discretionary regarding award assumptions/ substitutions, with explicit full acceleration for director initial grants, but no disclosed automatic acceleration for CEO RSUs—reducing golden‑parachute risk .