Nachiappan Chidambaram
LipocineAbout Nachiappan Chidambaram
Nachiappan Chidambaram, Ph.D., is Senior Vice President, Research & Development at Lipocine (LPCN). He has over 20 years of product development experience, joined Lipocine in 2007, served as Associate Director (2007–2014), Vice President, Product Development (2014–Dec 2022), and was promoted to SVP in December 2022. He earned a Ph.D. in Pharmaceutics from the University of Connecticut (2000) and is 56 years old as of March 31, 2025 . Company performance context during his recent tenure shows cumulative TSR value of $100 investment at $28.96 (2024), $16.56 (2023), and $40.14 (2022), with net income of $0.8M (2024), $(16.4)M (2023), and $(10.8)M (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lipocine Inc. | Senior Vice President, Research & Development | Dec 2022–present | Leads R&D; over 20 years product development experience |
| Lipocine Inc. | Vice President, Product Development | 2014–2022 | Product development leadership |
| Lipocine Inc. | Associate Director, Product Development | 2007–2014 | Product development leadership |
| Banner Pharmacaps | Group Leader | 2000–2007 | Product development role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Epilepsy Society (AES) Annual Meeting | Co-author, two accepted posters (LPCN 2101 PK/TK work) | 2025 | Research dissemination in epilepsy therapeutics |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $298,000 | $320,000 |
| Stock Awards ($) | — | $14,837 |
| Option Awards ($) | — | $31,552 |
| Non-Equity Incentive Plan Compensation ($) | $74,506 | $33,600 |
| All Other Compensation ($) | $13,200 | $13,800 |
| Total ($) | $385,706 | $413,789 |
Notes:
- 2024 RSU fair value at grant date was $3.61/share (plan-wide reference) .
- All other compensation includes 401(k) matching ($13,800 in 2024; $13,200 in 2023) .
Performance Compensation
| Grant Date | Instrument | Metric/Trigger | Units | Vesting | Market/Fair Value Reference |
|---|---|---|---|---|---|
| 03/08/2024 | RSU (Time-based) | Service | 1,370 | 33.3% at 1-year; 16.7% semi-annually thereafter | Market value $6,686 for this tranche as of 12/31/2024 |
| 03/08/2024 | RSU (Performance) | FDA approval of NDA for LPCN 1154 | 1,370 | Vests upon FDA approval of NDA | Market value $6,686 as of 12/31/2024 |
| 03/08/2024 | RSU (Performance) | Achieve specified corporate business activities | 1,370 | Vests upon achievement of defined corporate activities | Market value $6,686 as of 12/31/2024 |
| Plan Reference | RSUs (general) | Grant-date fair value | — | — | $3.61/share fair value reference (plan-wide) |
Option vesting schedule: Options generally vest over 3 years with 1/3 cliff at year one and the remaining 2/3 vesting 1/24th per month thereafter; 10-year life .
Equity Ownership & Alignment
| Ownership Item (as of 3/31/2025) | Amount |
|---|---|
| Shares held directly | 4,406 |
| Options exercisable within 60 days | 30,004 |
| Total beneficial ownership (shares + options within 60 days) | 34,410 |
| Ownership % of shares outstanding | <1% (*) |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Exercisable Options | Unexercisable Options | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/05/2016 | 1,469 | — | 219.64 | 01/05/2026 |
| 12/07/2016 | 1,764 | — | 61.37 | 12/07/2026 |
| 12/06/2017 | 1,999 | — | 59.84 | 12/06/2027 |
| 12/04/2018 | 1,999 | — | 24.82 | 12/04/2028 |
| 01/28/2020 | 3,529 | — | 7.79 | 01/28/2030 |
| 12/15/2020 | 6,176 | — | 23.29 | 12/15/2030 |
| 12/07/2021 | 6,793 | — | 19.04 | 12/07/2031 |
| 12/22/2022 | 5,421 | 2,051 | 6.98 | 12/22/2032 |
| 12/23/2024 | — | 8,221 | 4.80 | 12/23/2034 |
| 03/08/2024 RSU (time-based) | — | 1,370 units | — | Market value $6,686 |
| 03/08/2024 RSU (FDA NDA trigger) | — | 1,370 units | — | Market value $6,686 |
| 03/08/2024 RSU (corporate activities) | — | 1,370 units | — | Market value $6,686 |
Policy alignment:
- Awards generally non-transferable and cannot be pledged or encumbered (except fully vested/unrestricted shares) .
- Company maintains clawback/recoupment policy applied to all awards (Section 304 SOX, Section 954 Dodd-Frank, exchange rules) .
Insider trading activity:
- Our search did not return Form 4 transactions for Dr. Chidambaram; no additional insider activity data was found in recent filings [SearchDocuments: “Form 4” no results].
Employment Terms
- Employment Agreement date: November 5, 2018; initial base salary $234,000; eligible for cash bonus; severance if terminated without Cause or for Good Reason: 26 weeks of base salary plus six months accelerated vesting of outstanding equity awards .
- Base salary increased by Board: to $320,000 (2024 proxy) and subsequently to $331,200 (2025 proxy) .
- Equity treatment under corporate transactions (Plan): Committee/Board may provide for award assumption/substitution, cash-out at value (not less than Black-Scholes for options/SARs), full vesting, or termination after a date; unassumed awards become fully vested/exercisable/payable .
- Clawback: All awards subject to company clawback policy and applicable laws .
- Non-compete/non-solicit: Not disclosed in filings reviewed.
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (Cumulative TSR) ($) | 40.14 | 16.56 | 28.96 |
| Net Income (USD Millions) | -10.8 | -16.4 | 0.8 |
Additional R&D contributions: Co-authorship on two AES 2025 abstracts for LPCN 2101 (women with epilepsy toxicokinetics; clinical PK/tolerability) .
Compensation Committee Analysis
- The Compensation Committee states programs are designed to align NEO pay with shareholder interests; it sets corporate target goals/objectives based on strategic/operating plans and may use outside compensation consultants and peer company analyses to ensure market-competitive pay .
Investment Implications
- Pay-for-performance: 2024 equity mix includes time-based RSUs and performance RSUs tied to pivotal clinical milestones (FDA approval of LPCN 1154, corporate activity achievements), reinforcing alignment with value creation in the pipeline .
- Retention and severance: Severance limited to 26 weeks of salary plus six months equity acceleration; no enhanced CoC cash multiples disclosed, suggesting moderate retention costs but meaningful equity acceleration in a transaction via plan mechanics .
- Ownership and selling pressure: Beneficial ownership is modest (<1%); significant options are outstanding across a wide range of strikes (including recent $4.80 grant), with vesting ladders potentially creating periodic supply; we found no recent Form 4 activity in filings searched, limiting visibility into near-term selling pressure [SearchDocuments: Form 4 none].
- Governance and risk: Awards cannot be pledged and are subject to clawback, mitigating alignment risks; plan expressly allows repricing of underwater options—a potential red flag if used, though no executive-specific repricing disclosed in the reviewed period .