Neil Bhowmick
About Neil Bhowmick
Neil Bhowmick, Ph.D., age 54, serves as Chief Scientific Officer (CSO) of Kairos Pharma (KAPA). He trained at Vanderbilt University and is Professor of Medicine at Cedars-Sinai Medical Center and Director of the Cancer Biology Program at Cedars-Sinai Cancer, with 110 publications, ~15,000 citations, and six patents in stromal-targeted therapeutics; he discovered the role of fibroblasts in therapy resistance and founded Enviro Therapeutics Inc. . His CSO employment agreement became effective upon the IPO in September 2024; compensation commenced post-IPO and predominantly features time-based RSUs rather than disclosed quantitative performance metrics (TSR/revenue/EBITDA targets are not specified in Company documents) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cedars-Sinai Medical Center | Professor of Medicine; Director, Cancer Biology Program | Not disclosed | Leads cancer biology program; research on immune and stromal mechanisms in cancer |
| Enviro Therapeutics Inc. | Founder & CEO | Not disclosed | Advanced stromal-targeted therapies (ENV105/ENV205); extended cancer remission in preclinical/clinical examples |
| Celgene (now Bristol Myers Squibb) | Consultant | 2009 | Therapeutics/device development input |
| TRACON | Consultant | 2014–2019 | Clinical development advisory |
| Xencor | Consultant | 2019–2020 | Protein engineering/biologics advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FibroBiologics | Scientific Advisory Board member | Current | Advisory on fibroblast biology applications |
| NIH (Study Section) | Charter member | Not disclosed | Peer review/oversight of grant funding |
| Editorial Boards (4 journals) | Editorial Board member | Not disclosed | Scientific standards and dissemination |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $0 | $100,000 |
| Salary Paid ($) | $0 | $29,315 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $50,000 (cash bonus for FY2024, approved Oct 2025) |
Performance Compensation
| Component | 2024 | 2025 |
|---|---|---|
| RSUs (#) | 14,000 | 171,756 |
| Fair Value ($) | $34,440 (grant-date fair value as reported) | $225,000 (valued at $1.31/share) |
| Vesting | Annually in substantially equal instalments over 3 years | Vests in full on Oct 8, 2026, subject to continued service |
| Performance Metric | Continued service (time-based); no quantitative metrics disclosed | Continued service (time-based) |
| Change-in-Control | Plan permits assumption/substitution; administrator discretion | Single-trigger: all unvested RSUs become fully vested upon change in control |
Stock Options
| Metric | 2024 | 2025 |
|---|---|---|
| Options Granted | None | None disclosed |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,129,653 |
| Ownership as % of Shares Outstanding | 6.6% (17,077,765 shares outstanding on record date) |
| Vested vs Unvested Shares | Not disclosed; RSU grants outstanding with time-based vesting |
| Options (Exercisable/Unexercisable) | None |
| Shares Pledged as Collateral | Not disclosed; RSU agreement prohibits pledging prior to vesting |
| Ownership Guidelines | Not disclosed |
| Clawback/Recovery Policy | Recovery policy for erroneously awarded equity compensation filed via 10-K/A Exhibit 97.1 |
| Insider Trading Constraints | Trading blackout windows; prohibition on short sales, options trading, margin trading, and hedging (unless pre-approved) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date/Effectiveness | Agreement dated Sept 27, 2023; effective upon IPO; compensation commenced post-IPO |
| Base Salary | $100,000 per year, payable monthly |
| Annual Bonus Eligibility | Cash or stock bonus at Board/Committee discretion |
| Initial RSU Grant | 14,000 RSUs; vest annually over 3 years |
| Severance | Six months’ base salary continuation if terminated without “Good Cause,” plus benefits during severance period (offset by income during period) |
| Change-in-Control Treatment | Plan permits assumption/substitution; administrator discretion; 2025 RSU grant accelerates vesting (single-trigger) upon change in control |
| Non-Compete/Non-Solicit | Not disclosed in executive agreement |
| Perquisites | Company states it does not provide significant perquisites to NEOs |
| Pension/SERP/Deferred Comp | None disclosed for NEOs |
Investment Implications
- Alignment: Significant personal stake (1.13M shares; 6.6% of outstanding) aligns incentives with shareholders and may temper excessive risk-taking .
- Pay-for-performance risk: 2024–2025 awards are time-based RSUs without disclosed quantitative performance metrics (e.g., TSR, revenue, EBITDA), and include single-trigger change-in-control acceleration for the 2025 grant—both can weaken direct pay-performance linkage .
- Near-term selling pressure: The 171,756 RSUs granted in Oct 2025 vest in full on Oct 8, 2026, potentially increasing supply around vesting; blackout policies and trading restrictions may limit opportunistic sales but not post-vest liquidity .
- Cash bonus signal: A $50,000 cash bonus for FY2024 was approved (Oct 2025), indicating some discretionary cash recognition despite no disclosed performance metrics; monitor consistency of such bonuses vs future operating progress .
- Downside protection in change-of-control: Single-trigger acceleration on the 2025 RSUs and plan-level flexibility in corporate transactions enhance executive certainty; investors should assess dilution and retention impacts if strategic alternatives arise .
- Governance mitigants: Existence of clawback/recovery policy and strict insider trading policy reduce misaligned outcomes and opportunistic trading, partially offsetting the lack of explicit performance hurdles in equity awards .