Jerome Jabbour
Matinas BioPharma HoldingsAbout Jerome Jabbour
Jerome D. Jabbour (age 51) is Chairman, Chief Executive Officer, and President of Matinas BioPharma, serving as CEO since March 2018 and appointed Chairman in March 2025; he has been an officer or director since 2013 and is a co-founder . He holds a J.D. from Seton Hall University and a B.A. in Psychology from Loyola University Maryland . Pay-versus-performance data shows Compensation Actually Paid to the PEO of $627,231 in 2024 versus TSR value of $1.01 (from a fixed $100 starting December 31, 2021) and net income of $(24) million; prior years show TSR $21.41 (2023) and $49.50 (2022) with net income $(23) million and $(21) million respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediMedia USA | Executive Vice President & General Counsel | 2012–2013 | Led legal and corporate affairs at diversified healthcare services firm |
| Wockhardt Limited | SVP, Head of Global Legal Affairs | 2008–2012 | Global legal leadership at pharma/biotech company |
| Reliant | Senior Counsel & Assistant Secretary | 2004–2008 | Counsel at specialty pharma company |
| Alpharma, Inc. | Commercial Counsel | 2003–2004 | Commercial legal support in pharma |
| Lowenstein Sandler LLP | Corporate Associate | 1999–2003 | Corporate law practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Option Awards ($) |
|---|---|---|---|---|
| 2024 | 598,000 | 50% of base | — | — |
| 2023 | 598,000 | 50% of base | 244,375 | 757,176 |
| 2022 | 575,000 | 50% of base | 306,500 | 792,707 |
Notes:
- Target bonus is set at 50% of base salary, subject to Compensation Committee discretion based on individual and company performance .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Company/individual performance (not formulaic) | — | — | 2024: $0; 2023: $244,375 | Annual, discretionary |
| Stock Options (2025 grant) | Service-based; Change-in-control accelerates | — | — | Option for 70,100 sh. at $0.59 | 25% vests at 1-year, remainder monthly over 36 months; full vest on CoC or involuntary termination w/o cause/good reason |
No explicit quantitative performance metrics (e.g., revenue, EBITDA, TSR targets) are disclosed for annual bonus or equity awards .
Equity Ownership & Alignment
| As-of Date | Beneficially Owned Shares | % of Shares Outstanding | Options Exercisable ≤60 days | Notes |
|---|---|---|---|---|
| May 9, 2025 | 190,810 | 3.6% | 181,603 | Beneficial ownership includes options exercisable within 60 days |
| Feb 10, 2025 | 181,877 | 3.5% | 172,670 | “Does not include 68,766 shares underlying options” |
- Shares pledged as collateral: Not disclosed .
- Stock price at record date for plan: $0.62 per share (NYSE American) .
- Stock ownership guidelines: Not disclosed .
Outstanding Equity Awards (as of 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 18,956 | 51,045 | 12.35 | Dec 14, 2033 |
| 20,711 | 19,056 | 26.50 | Dec 19, 2032 |
| 25,563 | 7,600 | 46.00 | Dec 13, 2031 |
| 31,335 | 666 | 68.00 | Dec 31, 2030 |
| 20,001 | — | 113.50 | Dec 31, 2029 |
| 15,001 | — | 54.00 | Feb 10, 2029 |
| 20,000 | — | 49.02 | Mar 21, 2028 |
| 8,001 | — | 166.00 | Feb 20, 2027 |
| 7,001 | — | 21.50 | Feb 4, 2026 |
| 3,501 | — | 20.50 | Jan 27, 2025 |
Context: With the closing price at $0.62 as of May 1, 2025, these option strikes are far out-of-the-money, which reduces near-term exercise/selling pressure .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective March 22, 2018; amended March 3, 2023 and April 30, 2025 |
| Base Salary | $598,000 current |
| Annual Bonus Target | 50% of base salary, discretionary |
| Severance (no CoC) | Up to 12 months base salary + 12 months COBRA + pro-rated target bonus; 50% acceleration of options issued prior to Dec 31, 2021; 2-year post-separation extension to exercise vested options |
| Severance (within 24 months of CoC) | 18 months base salary + 1.5x target bonus + 18 months COBRA; full vesting of outstanding options; 2-year post-separation exercise extension |
| Retention Bonus (CoC on/before Mar 31, 2026) | Cash bonus equal to greater of target annual bonus or $299,000, contingent on continued employment through CoC date |
| Non-Compete | During employment and 18 months post-termination |
| Clawback | Awards subject to recoupment/clawback policy and applicable law/listing rules |
Board Governance
- Board service: Jabbour currently serves as Chairman and CEO; has served as a director/officer since 2013, and earlier as a director from April 2012 to November 2013 .
- Dual-role implications: The Board explicitly supports combined Chairman/CEO roles for Matinas, citing continuity and alignment; it reviews structure periodically and may separate roles if appropriate .
- Independence: Independent directors identified include Keith Murphy, Edward Neugeboren, Evelyn D’An, and Robin L. Smith (among others); Jabbour is not identified as independent .
- Committees: Audit (Chair: Evelyn D’An; members: D’An, Robin L. Smith, Edward Neugeboren) ; Compensation (Chair: Edward Neugeboren; members: Neugeboren, Keith Murphy) ; Nominating & Corporate Governance (Chair: Keith Murphy; members: Murphy, D’An, Smith) .
- Board meetings: 8 meetings in 2024; directors attending at least 75% of meetings/committees served during their terms .
- Lead Independent Director/executive sessions: Not disclosed .
Director Compensation (reference)
| Director (retired in 2025) | Cash Compensation ($) |
|---|---|
| Herbert Conrad | 61,500 |
| Kathryn Corzo | 53,641 |
| Eric Ende | 79,000 |
| Natasha Giordano | 65,500 |
| James S. Scibetta | 75,000 |
| Matthew Wikler | 56,000 |
- 2025 director equity: Each current non-employee director received an option for up to 11,600 shares at $0.59, vesting fully at 1-year or upon change-in-control; 10-year term (subject to stockholder approval of the 2025 Plan) .
- Plan limits: Director award limit $300,000 per year; $500,000 in initial year .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Jabbour was entirely fixed cash salary ($598,000) with no bonus or option awards; 2023 included bonus ($244,375) and substantial option awards ($757,176), indicating a Y/Y shift away from equity and variable pay in the latest year .
- Equity vehicle evolution: The 2013 plan expired; the proposed 2025 Plan reinstates equity capacity with 763,048 shares initially (~15% of shares outstanding), plus a 4% evergreen, and permits repricing/substitution subject to participant consent and GAAP—potential pay design flexibility and dilution risk .
- Performance linkage: No disclosed quantitative metrics for annual bonus or PSUs; option grants are primarily service-based with change-in-control acceleration .
- Shareholder alignment: Beneficial ownership at ~3.6% with large options out-of-the-money relative to $0.62 stock price, limiting near-term exercise and sale pressure .
Pay Versus Performance (Context)
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg SCT Total Non-PEO NEOs ($) | Avg Compensation Actually Paid Non-PEO NEOs ($) | TSR (Value of $100) | Net Income ($mm) |
|---|---|---|---|---|---|---|
| 2024 | 598,000 | 627,231 | 586,920 | 590,057 | 1.01 | (24) |
| 2023 | 1,599,551 | 843,210 | 865,960 | 596,208 | 21.41 | (23) |
| 2022 | 1,674,207 | 325,448 | 859,639 | 392,816 | 49.50 | (21) |
Related Party & Capital Structure Context
- February–April 2025 Offering: Issuance of Series C Convertible Preferred Stock (3,300 shares) and warrants (11,262,808 shares) for $3.3 million; purchasers obtained rights to nominate up to two directors depending on ownership levels; Robin L. Smith initially nominated .
- Increase in authorized shares: Proposal to increase common authorized shares from 250,000,000 to 500,000,000 approved; reverse stock split authority up to two splits at aggregate ratios from 1-for-2 to 1-for-199; record date closing price $0.62 .
Risk Indicators & Red Flags
- Dual role concentration: Combined Chairman/CEO structure; Board cites benefits but retains discretion to separate roles; governance investors may view combined roles skeptically .
- Equity plan features: Repricing/substitution permitted with participant consent; evergreen share increases of up to 4% annually—potential dilution and pay reconfiguration flexibility .
- Large out-of-the-money legacy options: Many grants with strikes far above current price; change-in-control could accelerate vesting across awards .
- Insider trading policy: Special trading restrictions for directors and executive officers; policy exists, but hedging/pledging specifics not disclosed .
Employment & Contracts (Retention/Transition)
- Contract term: Active employment agreement with recent amendments (Mar 3, 2023; Apr 30, 2025) .
- Non-compete: 18 months post-termination .
- Change-of-control economics: 18 months salary + 1.5x target bonus + benefits and full vesting; retention bonus of at least $299,000 if CoC occurs on/before Mar 31, 2026 .
Investment Implications
- Alignment and pressure: Jabbour’s beneficial ownership and extensive options are currently far out-of-the-money relative to $0.62 stock price, suggesting limited near-term selling pressure; however, broad change-in-control accelerations and the 2025 Plan’s flexibility could materially alter realized pay in strategic scenarios .
- Pay-for-performance: Absence of disclosed quantitative performance metrics reduces transparency of incentive alignment; 2024 saw a pivot to fixed cash with no bonus/equity, while 2023 included substantial equity—monitor future grants under the 2025 Plan .
- Governance oversight: Combined Chair/CEO role elevates governance scrutiny; committees are composed of independent directors, and a new investor-nominated director adds external influence—track say-on-pay outcomes and any changes in board leadership separation .