Salomon Azoulay
About Salomon Azoulay
Salomon (Sam) Azoulay, M.D., age 68, is Chief Medical Officer of MBX Biosciences, appointed in June 2024. He holds an M.D. with a cardiology specialty from the University of Paris VI and a D.E.S.S. in Business Administration and Management from Sorbonne University, and previously served in senior clinical development roles including Chief Medical Officer at Sumitovant Biopharma and Roivant Sciences, and Chief Medical Officer of Pfizer Essential Health after nearly two decades at Pfizer . Tenure at MBX began June 2024; the proxy does not disclose company TSR or financial growth metrics linked to his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sumitovant Biopharma Ltd. | Chief Medical Officer | Jan 2020 – Jul 2023 | Led clinical programs spun out from Roivant to Sumitomo Pharma subsidiary |
| Roivant Sciences Ltd. | Chief Medical Officer | May 2018 – Jan 2020 | Oversaw portfolio clinical development across multiple therapeutic programs |
| Pfizer Essential Health | Chief Medical Officer | Sep 2013 – May 2018 | Senior leadership of EH portfolio after nearly 20 years at Pfizer |
External Roles
| Organization | Role | Years |
|---|---|---|
| PharmStars | Advisor to Board of Directors | Current (year not disclosed) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Base Salary | $450,000 | Annualized base; paid $234,400 due to partial-year service starting June 2024 |
| Target Bonus % of Salary | 40% | Program target; payout at board’s discretion against corporate/individual goals |
| Actual 2024 Bonus Paid (Annual Cash Bonus Program) | $93,750 | Prorated for June start; paid under non‑equity incentive plan |
| Sign‑on / Discretionary Bonus at Hire | $25,000 | One‑time discretionary bonus upon joining MBX |
2024 cash compensation summary:
| Metric | 2024 |
|---|---|
| Salary Paid | $234,400 |
| Non‑Equity Incentive (Annual Bonus) | $93,750 |
| Discretionary Hire Bonus | $25,000 |
| Total Cash | $353,150 |
Performance Compensation
Annual cash bonus program structure:
| Metric Category | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Clinical milestones | Not disclosed | Not disclosed | Not disclosed | Included in 2024 payout (prorated) |
| R&D goals | Not disclosed | Not disclosed | Not disclosed | Included in 2024 payout (prorated) |
| Business development & organizational goals | Not disclosed | Not disclosed | Not disclosed | Included in 2024 payout (prorated) |
Equity awards (options):
| Grant Date (Vesting Commencement) | Type | Shares | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 06/24/2024 | Stock Option | 249,540 | $10.46 | 08/01/2034 | 25% on first anniversary of vest start; 75% monthly over 36 months thereafter, subject to continuous service |
| 09/12/2024 | Stock Option | 45,011 | $16.00 | 09/11/2034 | 25% on first anniversary of vest start; 75% monthly over 36 months thereafter, subject to continuous service |
Notes:
- Options are exercisable upon vesting; awards are subject to acceleration on qualifying change‑of‑control per plan terms (see Employment Terms) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/11/2025) | 0 shares; no options exercisable within 60 days |
| Ownership % of Shares Outstanding | <1% (none beneficially owned) |
| Vested vs. Unvested | Unvested service‑based options outstanding per above; vesting monthly after 12‑month cliff |
| Pledging/Hedging Policy | Company prohibits short sales and derivatives; pledging requires advance Audit Committee approval |
| Stock Ownership Guidelines | Not disclosed for executives in proxy |
Employment Terms
| Provision | Terms for Azoulay |
|---|---|
| Employment Agreement | Effective at IPO closing; at‑will; sets current base ($450,000) and bonus target (40%) |
| Severance (Termination without Cause or for Good Reason) | 12 months base salary continuation; 12 months company‑paid COBRA (if eligible); 12 months additional time‑based vesting acceleration (i.e., vest as if employed for 12 more months) |
| Change‑of‑Control (Double Trigger: termination within 3 months prior to or 12 months post sale event) | Lump sum = 1.25×(base + target bonus); company‑paid COBRA for 15 months; 100% acceleration of unvested time‑based equity awards |
| Single‑Trigger Acceleration (legacy awards at sale event) | Equity awards held immediately prior to IPO (excluding awards granted in connection with IPO under 2024 Plan) fully accelerate at sale event if employed at closing |
| Clawback Policy | SEC/Nasdaq‑compliant recovery of incentive compensation tied to financial reporting metrics for 3 years preceding a required restatement |
| Excise Tax | “Best‑net” cutback to avoid 4999 excise tax; no tax gross‑ups |
| Non‑Compete/Non‑Solicit/Garden Leave | Not disclosed in proxy |
Compensation Governance
- Compensation Committee: Members Patrick J. Heron (Chair), Tiba Aynechi, James M. Cornelius; formed Aug 2024; one meeting in FY2024 .
- Independent Consultant: Pearl Meyer engaged since Sep 2022; assessed as independent; advises on peer selection and compensation design .
- Emerging Growth Company: MBX follows scaled executive compensation disclosures and is not required to hold say‑on‑pay or frequency votes while EGC status persists .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus was discretionary against clinical/R&D/organizational milestones, with a modest prorated payout, and equity is entirely service‑vested options with multi‑year vesting—alignment is primarily via future vesting and potential option value rather than current share ownership, as he held no common stock as of April 11, 2025 .
- Retention risk: Standard severance with 12‑month salary/COBRA and partial vesting provides baseline protection; enhanced double‑trigger change‑of‑control terms (1.25× cash plus 100% equity acceleration) materially reduce exit friction in a sale scenario, supporting retention through strategic events while limiting forced hold‑ups .
- Selling pressure: No beneficial ownership or near‑term exercisable options at the record date suggest limited immediate selling pressure from the CMO; future monthly vesting post the 12‑month cliff could introduce routine selling windows, governed by insider trading policy and blackout rules .
- Governance safeguards: Robust clawback policy and prohibitions on hedging/derivatives, with strict oversight of pledging, mitigate alignment concerns and reduce headline risk around compensation practices .