Jason Cavalier
About Jason Cavalier
Jason Cavalier, age 52, is Chief Financial Officer and Treasurer of Lyra Therapeutics, serving since September 2021; he previously also served as Secretary through March 2024 . He holds a B.S. in Applied Economics and Business Management from Cornell University and an M.B.A. from Columbia Business School . Prior to Lyra, he led life sciences M&A at Cantor Fitzgerald and held M&A roles at RBC Capital Markets, Barclays, Bear Stearns, and Lehman Brothers . The proxies do not disclose TSR, revenue growth, or EBITDA growth tied to his tenure; 2024 filings instead emphasize listing compliance efforts and going‑concern risk context for capital raising .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cantor Fitzgerald & Co. | Managing Director; Head of Life Sciences M&A | 2017–2021 | Led transactions across medtech, diagnostics, and biopharma |
| RBC Capital Markets LLC | Director, Mergers & Acquisitions | 2009–2017 | Advised senior management/boards on M&A, divestitures, LBOs |
| Barclays Capital Inc. | Investment banking roles | Not disclosed (prior to 2009) | Increasing responsibility; M&A execution |
| Bear Stearns & Co. Inc. | Investment banking roles | Not disclosed | Increasing responsibility; M&A execution |
| Lehman Brothers Inc. | Investment banking roles | Not disclosed | Increasing responsibility; M&A execution |
External Roles
No public company directorships or external board roles disclosed for Cavalier in the proxies .
Fixed Compensation
Base Salary and Cash Bonuses
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 441,141 | 444,444 |
| Target Annual Bonus (%) | 40% of base (per employment agreement) | Eligible, but annual bonus opportunity waived for 2024 |
| Actual Annual Bonus ($) | 175,000 (2023 performance bonus) | — (waived) |
| Retention Bonus ($) | — | 266,666, paid in three installments through May 1, 2025 |
Retention bonus vesting: 50% earned with continued service through Oct 1, 2024; 25% through Jan 1, 2025; 25% through May 1, 2025; payable if terminated without cause prior to milestones (release required) .
2024 Equity Grants (Grant Date, Shares, Fair Value)
| Award Type | Grant Date | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| Stock Options | Jan 31, 2024 | 200,000 | 633,239 |
| RSUs (time‑based) | Oct 16, 2024 | 100,000 | 24,020 |
Performance Compensation
Annual Cash Bonus Structure
| Year | Metric Category | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| 2023 | Clinical, regulatory, R&D, strategic, financial goals (company-wide) | Not disclosed | 40% of base | $175,000 |
| 2024 | Annual bonus | N/A (waived) | Eligible | None (waived) |
Equity Vesting Schedules and Terms
| Award | Vesting | Strike | Expiration |
|---|---|---|---|
| Options (1/31/2024, 200,000) | Equal monthly over 4 years, subject to service | $4.58 | 1/31/2034 |
| RSUs (10/16/2024, 100,000) | 1/3 on Apr 1, 2025; 1/3 on Oct 1, 2025; 1/3 on Apr 1, 2026 | — | — |
No performance‑based equity awards disclosed for Cavalier in 2024; equity was time‑based .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 187,262 shares (options exercisable within 60 days + RSUs vesting within 60 days) |
| Ownership % of Outstanding | Less than 1% (as of Mar 18, 2025) |
| Exercisable Options (≤60 days) | 153,929 |
| RSUs Vesting (≤60 days) | 33,333 |
| Upcoming RSU Vesting | Apr 1, 2025: 33,333; Oct 1, 2025: 33,333; Apr 1, 2026: 33,334 |
| Hedging/Pledging | Hedging prohibited under Insider Trading Policy; pledging not explicitly disclosed |
| Ownership Guidelines | Not disclosed in proxies |
Options Detail (Outstanding as of 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 9/13/2021 | 84,500 | 19,500 | 8.22 | 9/12/2031 |
| 2/12/2022 | 11,053 | 4,552 | 4.78 | 2/11/2032 |
| 1/31/2023 | 67,083 | 72,917 | 2.85 | 1/31/2033 |
| 1/31/2024 | 45,833 | 154,167 | 4.58 | 1/31/2034 |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Appointed CFO/Treasurer/Secretary on Sep 12, 2021 |
| Base & Target Bonus | Base initially $400,000; target bonus 40% of base |
| Travel/Gross‑up | Up to $6,250/month for travel/apartment/hotel with related tax gross‑ups through June 30, 2025 (and thereafter at Board discretion) |
| Severance (no CIC) | 9 months base; prior year earned bonus; up to 9 months COBRA subsidy |
| Severance (CIC – double trigger; 3 months prior/12 months after) | 1.0x (base + target bonus); prior year earned bonus; up to 12 months COBRA subsidy; acceleration of time‑based equity |
| Non‑compete / Non‑solicit | Non‑compete 1 year; non‑solicit 1 year |
| Clawback | Policy for recovery of erroneously awarded compensation under Nasdaq Rule 10D‑1 |
Note: Transaction bonuses apply to CEO and Executive Chair (market cap ≥$750M), not disclosed for CFO .
Compensation Structure Analysis
- 2024 compensation mix tilted toward equity options and retention cash, with annual cash bonus waived; signals retention priority amid restructuring and listing compliance pressures .
- Equity shifted to time‑based RSUs/options for CFO with clear vesting cadence; absence of CFO‑specific performance equity reduces direct pay‑for‑performance linkage versus CEO/Executive Chair awards featuring strategic/market‑cap conditions .
- Retention bonus structure (three-tranche schedule through May 2025) reduces near‑term departure risk, but each tranche creates date‑specific incentive cliffs .
Risk Indicators & Red Flags
- Nasdaq minimum bid price non‑compliance and reverse split proposal; going‑concern disclosure—elevated financing and listing risk backdrop .
- Large workforce reduction in May 2024; operating reset increases organizational execution risk .
- Hedging prohibited; clawback policy in place; no explicit pledging disclosure—alignment safeguarded but absence of ownership guidelines limits mandated “skin in the game” .
Say‑on‑Pay & Shareholder Feedback
No say‑on‑pay vote disclosed for 2024 or 2025 proxy agendas; 2025 meeting focused on director elections, auditor ratification, and reverse split authorizations .
Expertise & Qualifications
- Education: Cornell (B.S.), Columbia Business School (M.B.A.) .
- Technical: Deep M&A execution across life sciences; strategic advisory to boards and senior management .
- Tenure: CFO/Treasurer since 2021; Secretary until March 2024 .
Work History & Career Trajectory
- Progression from bulge‑bracket and leading investment banks to MD heading life sciences M&A; transitioned to operating CFO role in 2021 .
Compensation Committee Analysis
- Committee composition and use of independent consultant (Pay Governance) for benchmarking; heightened independence standards met .
- Non‑employee director program adjusted upward for 2024 after market review .
Equity Grant Detail (2024)
| Type | Grant Date | Shares | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Options | Jan 31, 2024 | 200,000 | Monthly over 4 years | $4.58 | 1/31/2034 |
| RSUs | Oct 16, 2024 | 100,000 | 4/1/2025; 10/1/2025; 4/1/2026 | — | — |
Investment Implications
- Retention incentives and time‑based equity reduce near‑term departure risk; upcoming RSU tranches (Apr/Oct 2025) could add selling supply pressure if 10b5‑1 plans activate, though hedging is prohibited and pledging not disclosed .
- CFO severance and CIC protections (1.0x base+bonus; acceleration of time‑based equity) create standard market terms; alignment relies on ongoing equity vesting rather than explicit performance equity .
- Financing/listing environment (reverse split authorization; going‑concern language) increases execution demands on finance function; retention bonus aligns to continuity through potential capital markets actions .