Nataliya Agafonova
About Nataliya Agafonova
Nataliya Agafonova, M.D., age 56, is Longeveron’s Chief Medical Officer (CMO), appointed July 1, 2023. She previously held senior clinical development and pharmacovigilance leadership roles at Otsuka (Clinical Development Lead/Senior Medical Director/Product Development Chair, 2021–2023), Bristol-Myers Squibb, Ardea Bioscience, Biogen, Amgen, and Genzyme; she began her career as a physician at the Ukrainian Research Institute of Oncology and Radiology, and holds an M.D. from the Ukrainian National Medical University with residency at Kharkov State University Hospital in Ukraine . As CMO, her tenure coincides with company clinical execution milestones: HLHS ELPIS II reached full enrollment with top-line results targeted for 3Q26 and an Alzheimer’s program pathway aligned with FDA via a Type B meeting, along with publication of CLEAR MIND Phase 2a in Nature Medicine (Mar-2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otsuka Pharmaceuticals | Clinical Development Lead; Senior Medical Director; Product Development Chair | 2021–2023 | Led clinical development; cross-therapeutic leadership in autoimmune, hematology, neuroscience, oncology . |
| Bristol-Myers Squibb | Clinical Development Lead; Senior Medical Director | Not disclosed | Senior clinical leadership in global development . |
| Ardea Bioscience | Senior roles in clinical development/pharmacovigilance | Not disclosed | Advanced programs across multiple therapeutic areas . |
| Biogen | Senior roles in clinical development/pharmacovigilance | Not disclosed | Helped bring several products to U.S./EU markets . |
| Amgen | Senior roles in clinical development/pharmacovigilance | Not disclosed | Contributor to large-cap biopharma development programs . |
| Genzyme Corporation | Senior roles in clinical development/pharmacovigilance | Not disclosed | Specialty/rare disease development experience . |
| Ukrainian Research Institute of Oncology and Radiology | Physician | Not disclosed | Clinical practice foundation in oncology/radiology . |
Fixed Compensation
- CMO compensation specifics (base salary, target bonus) are not disclosed; the 2025 proxy identifies Agafonova as an executive officer but she was not a named executive officer (NEO), and only NEO compensation (CEO, CFO, General Counsel) is itemized .
- Executives are eligible for standard employee benefits (e.g., health plans and a 401(k) with a 5% match) on the same basis as employees; applicability depends on employee vs. consultant status, but these programs are disclosed at the enterprise level .
Performance Compensation
Program design elements relevant to the CMO role (company-wide executive plans):
- Annual cash bonus is tied to company and individual performance; the Compensation Committee cites metrics such as total revenue and non-GAAP operating expense when structuring incentives . For 2024, company performance paid at target for NEOs (CEO, CFO, GC) under the executive incentive plan (CMO figures not disclosed) .
- Equity is a significant retention lever: RSUs and stock options are typically granted with quarterly vesting over three years, aligning executives to long-term value creation .
- Cash-to-Equity Program (ongoing): executives and directors may elect quarterly to take up to 80% of cash compensation in RSUs or options valued at a 125%–200% premium; RSUs are fully vested at grant and options fully exercisable at grant (options adjusted by a Black–Scholes multiplier). This program, reapproved in April 2025, can increase immediately tradeable equity for participants and reduce cash burn .
Incentive Design Summary
| Component | Metric/Terms | Weighting/Target | Payout/Vesting |
|---|---|---|---|
| Annual bonus | Company and individual goals; examples include total revenue and non-GAAP operating expense . | Not disclosed | NEOs paid at target for 2024 company performance (CMO not disclosed) . |
| RSUs | Time-based; used broadly for retention . | N/A | Typically vest quarterly over 3 years . |
| Stock options | Time-based; used broadly; Black–Scholes for Cash-to-Equity conversion . | N/A | Typically vest quarterly over 3 years; Cash-to-Equity options fully exercisable at grant . |
| Cash-to-Equity | Up to 80% cash comp in equity at 125%–200% value; RSUs fully vested; options fully exercisable . | Executive election | Immediate vest/exercise; subject to insider trading and securities laws . |
Equity Ownership & Alignment
Beneficial Ownership Trend (Class A Common)
| Metric | Nov 3, 2023 | May 16, 2024 | Apr 21, 2025 |
|---|---|---|---|
| Class A shares beneficially owned | 16,360 | 13,286 | 57,463 |
| Ownership % of Class A | <1% | <1% | <1% |
| Shares pledged as collateral | No (none of the shares listed are pledged) | No (none of the shares listed are pledged) | No (none of the shares listed are pledged) |
- Section 16(a) filings: the company disclosed a Form 3 for Agafonova upon appointment (July 2023) and a late Form 4 related to 3,074 shares withheld for taxes upon RSU vesting on Jan 2, 2024, as part of its annual delinquent reporting summary .
- Hedging/pledging policy: employees and directors (including the CMO) are prohibited from hedging, short sales, pledging/margin accounts, and certain derivatives outside approved 10b5‑1 plans, reinforcing alignment with shareholders .
Equity Plan Overhang (context for dilution/overhang)
| Plan snapshot (as of Apr 21, 2025) | Count/Amount |
|---|---|
| Total stock options outstanding | 121,186 |
| Total RSUs outstanding (unvested shares remaining) | 649,940 |
| Weighted-average option exercise price | $15.09 |
| Weighted-average remaining option term (years) | 3.5 |
| Shares available for new grants | 243,903 |
| Total common stock outstanding | 15,009,306 |
| 2021 Plan (post-proposed increase) authorized shares | 8,097,860 (inclusive) |
- Note: The Cash-to-Equity Program issues fully vested RSUs and fully exercisable options at grant, which can increase immediately sellable float and near-term insider selling capacity versus standard time-vested equity .
Employment Terms
- No individual employment agreement terms (base salary, bonus target, severance, non-compete) for the CMO were disclosed in 2024–2025 proxy statements; Agafonova is listed as an executive officer, but she was not an NEO, and NEO-only tables omit CMO detail .
- Company-wide plan terms: the 2021 Incentive Award Plan provides for potential automatic acceleration of unvested equity upon a Change in Control, a single-trigger feature that can materially increase realized equity value on a transaction .
Performance & Track Record
- Clinical execution during CMO tenure: ELPIS II (HLHS) achieved full enrollment (40 pediatric patients, June 2025), with top-line data anticipated 3Q26 and a potential HLHS BLA thereafter; the Alzheimer’s program reported CLEAR MIND Phase 2a publication (Nature Medicine, Mar-2025) and secured FDA alignment for a single pivotal Phase 2/3 acceptable for BLA if positive .
- Portfolio expansion: FDA accepted an IND for pediatric dilated cardiomyopathy with a plan to move directly to a pivotal Phase 2 (initiation targeted 2026, financing-dependent) .
- Financial risk context: the company disclosed going-concern emphasis in prior audit reports (FY2023 and FY2024), underscoring capital-raising execution risk around clinical milestones .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders (positive governance), which limits misalignment; all reported executive/board holdings (including Agafonova) were disclosed as unpledged .
- Change-in-control acceleration: plan-level single-trigger vesting can be shareholder-unfriendly if payouts are not contingent on termination (“double-trigger”), potentially misaligning incentives in an M&A outcome .
- Section 16 timeliness: company-reported late Section 16 filings included Agafonova’s Jan 2024 tax-withholding Form 4, suggesting some process risk in compliance (company-wide disclosure) .
- Liquidity/dilution pressure: proposed 4,000,000 share increase to the 2021 Plan (total 8,097,860) and a Cash-to-Equity Program that issues fully vested/exercisable equity may increase dilution and near-term insider selling capacity if executives elect equity over cash on a recurring basis .
- Financial going-concern emphasis-of-matter in 2023–2024 audit reports highlights execution and financing risk across the clinical portfolio .
Investment Implications
- Alignment and retention: As CMO, Agafonova holds a modest sub-1% stake (57,463 Class A shares as of Apr 21, 2025) with no pledging; company policies prohibit hedging/pledging, and equity typically time-vests—factors supportive of alignment and retention .
- Incentive structure: The Cash-to-Equity Program can amplify immediate liquidity (fully vested RSUs/fully exercisable options), potentially increasing selling pressure if elected, while conserving cash during clinical execution—investors should monitor quarterly equity elections and grants for insiders .
- Transaction risk: Single-trigger vesting on change-in-control can create payout asymmetry without a termination requirement—M&A scenarios merit scrutiny of accelerated vesting magnitude for top executives (including the CMO) .
- Execution track record: Her tenure aligns with meaningful pipeline momentum (HLHS full enrollment, Alzheimer’s path clarity, pediatric DCM IND), but going-concern disclosures and financing needs elevate dependency on capital markets and potential dilution—watch plan share increases and ATM usage .
Note: CMO-specific cash compensation, target bonus, severance/change-in-control economics, and detailed vesting schedules were not disclosed in the 2024–2025 proxy statements because Agafonova was not a Named Executive Officer; analysis reflects company-wide program design and disclosed individual ownership/filing data .