Ramachandran Murali

About Ramachandran Murali

Ramachandran Murali, Ph.D. (age 65), is Vice President of Research and Development at Kairos Pharma (KAPA), with expertise in structural biology, macromolecular crystallography, computational biology, immunology, and cancer biology. He earned a doctoral degree in Biophysics from the University of Madras, completed postdoctoral training at Columbia University and The Wistar Institute, later joining the University of Pennsylvania faculty and rising to Associate Professor; he is currently a Professor in the Department of Biomedical Sciences, Research Division of Immunology at Cedars-Sinai Medical Center (Los Angeles, CA) and a co‑inventor on more than 10 patents . His KAPA employment agreement (effective upon the September 2024 IPO) sets a base salary rate of $80,000, annual RSU grant of 14,000 vesting over three years, and an annual cash/stock bonus at board discretion; prior to the IPO he received no salary; the agreement also provides six months’ severance if terminated without “Good Cause” . The company’s filings do not disclose individual TSR or company-level revenue/EBITDA growth attribution to his pay, and there was no non‑equity incentive compensation paid in 2024 to named executive officers .

Past Roles

External Roles

Fixed Compensation

Notes:

• “—” indicates no compensation prior to IPO; executives received no salaries in 2023 .
• KAPA is an emerging growth company; executive disclosures are limited to two years .

Performance Compensation

Program design:

• Long‑term equity incentives governed by the 2023 Equity Incentive Plan (1,650,000 shares reserved); RSUs and performance award types authorized, but Murali’s FY2024 grant is time‑based RSUs; no specific financial/ESG performance metrics disclosed for his awards .

Equity Ownership & Alignment

Ownership guidelines:

• No explicit executive stock ownership guidelines disclosed; RSUs are the primary alignment instrument; insider trading policy restricts hedging/margin/options trading .

Employment Terms

• Employment agreement date: September 27, 2023; effective upon consummation of IPO; amendment disclosed delaying compensation owed until January 1, 2025 .
• Base compensation: $80,000 per year (paid monthly); initial grant of 14,000 RSUs vesting annually over three years .
• Annual cash/stock bonus: Eligible at board/committee discretion (no target % disclosed) .
• Severance: Six months’ base salary continuation if terminated without “Good Cause”; benefits continuation during severance period; general termination/change‑in‑control clause provides severance equal to base salary for the applicable months for executives; CFO has additional RSU acceleration on change‑of‑control (Murali’s agreement does not specify RSU acceleration) .
• Clawback: Company adopted a recovery policy for erroneously awarded equity compensation (10‑K/A Exhibit 97.1) .
• Insider trading & hedging: Policy prohibits trading while in possession of MNPI, short‑term trading, short sales, options trading, trading on margin, and hedging unless pre‑approved; blackout periods observed .

Compensation Structure Analysis

• Year‑over‑year: 2023 had no pay pre‑IPO; 2024 pay is modest cash with greater equity component ($34,440 RSU value), signaling retention alignment via time‑based RSUs rather than performance‑based units .
• Options vs RSUs: No option awards to NEOs; shift is fully toward RSUs/time‑based equity—lower risk to the executive and potentially weaker direct pay‑for‑performance linkage absent disclosed metrics .
• Guaranteed vs at‑risk: Base is low ($80k rate) with RSUs time‑based; no non‑equity incentive (performance cash) paid in 2024; bonus discretionary/no targets disclosed .
• Governance safeguards: No excise tax gross‑ups, no option repricing without shareholder approval; clawback policy adopted; emerging growth company limits say‑on‑pay history .

Related Party Transactions (Context)

• The company borrowed $0.14 million from officers in April–May 2024 and $0.04 million in August 2024 at 7.5% interest, later converted to equity at IPO price; filings do not attribute these loans specifically to Murali .

Say‑on‑Pay & Shareholder Feedback

• 2025 proxy includes Proposal 3, advisory vote on executive compensation; board recommends “FOR”; frequency proposal recommends annual say‑on‑pay .

Compensation Committee Analysis

• Compensation Committee: Drs. Singhvi (Chair), Keyoung, Bae—each independent; committee oversees CEO/NEO pay, equity plans, severance/change‑in‑control protections, and succession .
• Consultants: No explicit disclosure of independent compensation consultant use; committee charters posted per governance .

Investment Implications

• Alignment: Murali’s equity stake (~1.0%) and time‑based RSUs support retention but offer limited explicit pay‑for‑performance linkage; absence of disclosed operating metrics/targets in incentives reduces transparency for performance alignment .
• Selling pressure: Company’s ELOC with Helena (95% of lowest intraday price; up to $15M registered with potential up to $30M total) can create dilution and overhang; potential for variable‑price resales may pressure shares near capital events—relevant for trading timing rather than directly for Murali’s individual incentives .
• Retention risk: Modest cash salary and time‑based RSUs, plus six‑month severance, suggest reasonable retention tools; lack of performance cash incentives may limit upside motivation tied to near‑term operating milestones, though scientific leadership and academic affiliation indicate non‑financial drivers .

Overall, investor focus should be on clinical execution milestones and financing cadence; executive incentives are primarily time‑based equity under EGC constraints, with governance protections (clawback/hedging bans/no gross‑ups) in place but limited performance metric disclosure—monitor say‑on‑pay outcomes and any evolution toward performance‑conditioned equity awards .