David Bharucha
About David Bharucha
David Bharucha, age 63, is Chief Medical Officer (CMO) of Milestone Pharmaceuticals (MIST) since February 2022, with prior senior clinical leadership at Allergan/AbbVie and triple board certification in Internal Medicine, Cardiovascular Disease, and Clinical Cardiac Electrophysiology . His credentials include a B.A. in Biology (Haverford), Ph.D. in Biochemistry/Molecular Biology, and M.D. (Honors) from University of Chicago; he has held governance roles on early/late-stage R&D boards and served on academic medical center faculties . Company pay-versus-performance shows cumulative TSR value falling from $141.32 in 2023 to $42.17 in 2024 and net losses of $(59,685) in 2023 and $(41,519) in 2024, framing an execution backdrop for regulatory-driven milestones linked to his compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allergan (division of AbbVie) | Senior Director, Branded R&D Clinical Development | 2015–2016 | Led branded R&D clinical programs |
| Allergan (division of AbbVie) | Associate Vice President, R&D, Clinical Development, Section Head | 2017–2018 | Chaired governance boards; joint development committees |
| Allergan (division of AbbVie) | Vice President, R&D, Clinical Development, Section Head | 2018–2021 | Leadership of late-stage clinical portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Academic medical centers | Faculty positions | Not disclosed | Clinical and teaching roles (cardiac electrophysiology) |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $458,350 | $458,350 |
| Non-Equity Incentive Plan (Actual Bonus Paid) | $190,460 | $137,505 |
| Option Awards (Grant-Date Fair Value) | $528,597 | $0 (performance options deemed not probable; max target value $138,000) |
| Stock Awards (Grant-Date Fair Value) | $0 | $0 (PSUs deemed not probable; max target value $174,000) |
| All Other Compensation | $42,624 | $40,319 |
| Total Compensation | $1,220,031 | $636,174 |
- Annual base salary maintained at $458,350 for 2023 and 2024; target bonus opportunity set at 40% of salary ($183,340) for 2024, though the Summary Compensation Table shows actual bonus paid of $137,505; note proxy also presents a table listing “Actual Bonus” at $183,340, creating an inconsistency to be monitored in subsequent filings .
Performance Compensation
| Incentive Type | Metric | Target | Actual (as of April 15, 2025) | Payout | Vesting |
|---|---|---|---|---|---|
| Performance Stock Options (100,000 options, strike $1.74, exp. 5/6/2034) | FDA approval: “New Drug Application Approval Letter” for Cardamyst (etripamil) | Approval Date by 12/31/2025; 50% vests 6 months post certification, 50% at 1-year post certification | Not achieved (awards would expire without vesting if no approval by 12/31/2025) | $0 to-date | As above; continuous service required through vesting dates |
| Performance Stock Units (100,000 PSUs) | FDA approval (same Approval Date) | Vest on Approval Date; expire if no approval by 12/31/2025 | Not achieved | $0 to-date | Vest entirely on Approval Date; continuous service required |
- 2024 performance awards (options and PSUs) were granted entirely on performance vehicles; at grant, achievement was deemed not probable, hence zero grant-date fair value in the SCT; maximum target values if fully achieved: options $138,000 and PSUs $174,000 .
- Company performance goal mechanics (plan-level) allow metrics such as TSR, regulatory approvals, cash flow, operating margin, and others, with Board discretion to adjust calculations for unusual events; for 2024 executive grants, the specific metric is FDA approval of Cardamyst by 12/31/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 748,037 shares (1.4% of outstanding) as of April 15, 2025 |
| Breakdown | Includes 722,916 options exercisable within 60 days |
| Shares Outstanding (Record Date) | 53,464,273 common shares |
| Pledging/Hedging | Company policy prohibits pledging, margin purchases, short sales, and hedging transactions for insiders (including NEOs) |
| Ownership Guidelines | Board mandate references establishing minimum shareholding requirements for senior management (specific thresholds not disclosed) |
Outstanding equity awards (selected) as of 12/31/2024:
- Inducement option grant: 330,000 shares (granted 2/15/2022); 25% vest at 1-year, remainder monthly over 36 months; 10-year term; strike $6.47; exercisable/unexercisable split: 233,750/96,250 as of 12/31/2024 .
- 2023 option grant: 142,604 total with 42,396/100,208 exercisable/unexercisable; strike $3.59; exp. 2/16/2033 .
- 2024 performance option grant: 100,000 options; strike $1.74; exp. 5/6/2034; vesting contingent on FDA approval as described above .
- 2024 PSUs: 100,000 units contingent on FDA approval .
Employment Terms
| Provision | Key Terms (CMO – David Bharucha) |
|---|---|
| Employment Start Date | February 2022 (CMO) |
| Target Bonus | 40% of base salary in 2024 ($183,340) |
| Severance (without cause / good reason) | 9 months salary continuation and reimbursement of health benefit premiums; requires general release |
| Change-in-Control (double-trigger within 30 days prior to or 12 months post CIC) | 9 months salary continuation, reimbursement of health premiums, one-time bonus equal to target bonus for year of termination, accelerated vesting of outstanding unvested share options; requires general release |
| Non-Compete/Non-Solicit | Employment agreements include non-solicitation and non-competition provisions (duration/scope not disclosed) |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2023; recoupment for restatements tied to financial reporting measures, applies to current/former executive officers |
| Insider Trading Policy | 10b5-1 plans permitted only when not in possession of MNPI; hedging/pledging/margin prohibited |
Investment Implications
- Pay-for-performance alignment is concentrated in binary regulatory outcomes: 100% of 2024 equity grants for NEOs are performance-based options/PSUs contingent on FDA approval of Cardamyst by 12/31/2025, with staged option vesting and immediate PSU vesting—creating potential post-approval supply from new vesting but minimal near-term selling pressure absent approval .
- Ownership is primarily via options (722,916 exercisable within 60 days), signaling high leverage to share price and regulatory milestones; pledging/hedging prohibitions reduce alignment risk, while a formal clawback policy mitigates restatement risk tied to financial measures .
- Severance/CIC economics are modest versus typical biotech C-suite levels (single-digit months) and require a double-trigger for CIC cash plus option acceleration—supporting retention while limiting windfall risk if separation does not occur around a transaction .
- Monitor proxy reconciliations: SCT shows 2024 bonus paid to Bharucha at $137,505, while another table lists “Actual Bonus” $183,340; clarifications in future filings will be relevant for cash vs equity pay mix assessment .