Daniel Teper
About Daniel Teper
Daniel Teper, PharmD, MBA, age 64, is President of NAYA Biosciences and remains CEO/Chairman of NAYA Therapeutics after the Oct 11, 2024 merger; his employment agreement as Legacy NAYA’s CEO commenced Aug 1, 2023 for a 3‑year term . He holds a Doctor of Pharmacy from Paris XI and an MBA from INSEAD (J. Salmon scholar) . Pay‑versus‑performance disclosure shows depressed TSR outcomes and continuing net losses, underscoring execution and financing risk: TSR “Value of $100” was 12 (2022), 16 (2023), and 10 (2024), with net income of $(10.9)M (2022), $(8.0)M (2023) and 2024 not available at filing; NAYA also disclosed going‑concern risk and a need for additional financing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cytovia Therapeutics | Chairman & CEO; currently Chairman | 2019–2023; Chairman ongoing | Led immuno‑oncology platform and corporate development |
| Immune Pharmaceuticals (NASDAQ) | CEO | 2011–2017 | Listed company on NASDAQ; led strategy and growth |
| Bionest Partners (now Accenture) | Managing Partner, Head of North America | Prior to 2011 (NY-based) | Advised biopharma on strategy/business development |
| ISO Healthcare Group (now Deloitte Monitor) | Partner | Prior to 2011 | Strategy consulting leadership |
| Softwatch | SVP Sales & Business Development | Prior to 2011 | Drove growth at a pioneer digital health firm |
| Havas Health | Global President | Prior to 2011 | Advised global launches of major new drugs |
| Novartis | Sales/Marketing; Head of Cardiovascular New Product Dev. | Early career | US/EU product development leadership |
| GlaxoSmithKline; Sanofi | General Management (Europe) | Early career | P&L and operational leadership |
| Wintec Pharma | Co‑founder & CEO | Prior to 2011 | Built and sold specialty pharma in anti‑infectives/dermatology |
| Novagali | Co‑founder | Prior to 2011 | Listed on Euronext; later acquired by Santen |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cytovia Therapeutics Holdings, Inc. | Officer/Director/Shareholder | Ongoing | Part of Teper’s reported beneficial ownership at NAYA includes shares held by Cytovia; Teper disclaims beneficial ownership beyond pecuniary interest . |
Fixed Compensation
| Component | Amount/Term | Effective Date | Notes |
|---|---|---|---|
| Base Salary (Legacy NAYA CEO) | $624,000 | Aug 1, 2023 | 3‑year term; CPI‑linked annual increases; committee may increase at discretion |
| Target Annual Bonus | Up to 75% of salary | Aug 1, 2023 | Payable in cash and up to 50% in stock at Teper’s discretion |
| Grant – Legacy NAYA Equity | 500,000 Class B common shares | Aug 1, 2023 | Plus eligibility under stock option plan |
| NAYA President Salary (recognized) | $137,548 (partial year) | Oct 11–Dec 31, 2024 | Salary deferred $85,548 as of 12/31/2024 |
| Benefits/Perquisites | Standard benefits (health, plans, vacation/sick) | Ongoing | Per employment agreement |
| Salary Deferral Provision | Deferrable until ≥$10M financing | Aug 1, 2023 | Reflects liquidity management |
Performance Compensation
| Incentive Type | Metric(s) | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus | Not disclosed; up to 75% of salary | Target: 75% of salary | Not disclosed | Cash and up to 50% stock at discretion |
| Stock Options (Company) | — | — | Teper held no NAYA company options as of Dec 31, 2023 | — |
| Legacy NAYA Equity | Class B common shares | Grant: 500,000 | Granted per agreement | Immediate vesting upon certain terminations (see Employment Terms) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 54,179 common shares (includes 26,200 via Cytovia Therapeutics Holdings; Teper disclaims beneficial ownership beyond pecuniary interest) |
| Ownership % of Common | 0.76% of 7,087,796 outstanding (as of Jan 24, 2025) |
| Options/RSUs (Company) | None held by Teper as of Dec 31, 2023 |
| Potential Additional Equity | Excludes 6,530,759 shares under Series C‑1 Preferred subject to shareholder approval and beneficial ownership caps (blocked until approval) |
| Legacy Awards Conversion | Legacy NAYA options/RSUs convert to company instruments at 8.9108 exchange ratio; settlement/exercise blocked until shareholder approval |
| Pledging/Hedging | Not disclosed in proxy for Teper |
Employment Terms
| Term | Provision |
|---|---|
| Role & Tenure | Legacy NAYA CEO starting Aug 1, 2023; NAYA President from Oct 11, 2024 |
| Term Length | 3 years (Legacy NAYA CEO agreement) |
| Severance (non‑CIC) | If terminated without cause/resigns for good reason: greater of 12 months salary or remaining term’s months plus prior year actual bonus; up to 12 months COBRA; immediate vesting of unvested stock/options |
| Change‑in‑Control (CIC) Termination | 2x salary + prior year actual bonus (and 100% first‑year target bonus if in year 1); up to 18 months COBRA; immediate vesting of unvested stock/options |
| Illustrative Severance Amount | Potential payment upon termination shown at $1,248,000 (reflects 2× $624,000 salary) |
| Deferred Compensation | Salary may be deferred until ≥$10M financing (and actual deferral occurred in 2024 partial period) |
| Non‑compete / Non‑solicit | Not disclosed |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD) | $(10,892,511) | $(8,034,612) | Not available at filing |
| TSR – Value of Initial Fixed $100 Investment | 12 | 16 | 10 |
- Strategic events: Merger between Legacy INVO and Legacy NAYA closed Oct 11, 2024; Teper appointed President of NAYA, remains CEO of NAYA Therapeutics, and joined NAYA’s Board .
- Key risks disclosed: going‑concern uncertainty; need to raise capital; restrictive debt/preferred covenants; WFI acquisition contingent payments of ~$7.5M with missed first payment and potential asset foreclosure risk; reliance on Teper as key personnel for therapeutics strategy .
Board Governance
- Compensation Committee: Barbara Ryan (Chair), Trent Davis, Matthew Szot; one meeting in 2023 and none in 2024; committee charter aligned with SEC/Nasdaq requirements .
- Board independence: Four of five current directors (Davis, Szot, Ryan, Messina) were independent under Nasdaq; CEO Steven Shum was not independent .
Investment Implications
- Compensation alignment: Teper’s bonus is fully at risk up to 75% of salary, but performance metrics are not disclosed; equity grants include 500,000 Legacy NAYA Class B shares with immediate vesting on certain terminations—this can weaken retention if termination triggers are broad .
- Retention and liquidity: Salary deferral provisions and actual deferral in 2024 signal liquidity constraints; CIC payout at 2× salary plus bonus and accelerated vesting could incentivize deal acceptance but may concern shareholders on pay‑for‑transaction .
- Ownership alignment and supply overhang: Current direct beneficial ownership is modest (0.76%); large potential issuances under Series C‑1/legacy awards pending shareholder approval present future float expansion and possible selling pressure once approvals remove blockers .
- Execution risk: Persistent losses, going‐concern risk, and WFI payment issues heighten execution and financing risk; disclosure highlights reliance on Teper’s leadership in therapeutics, making his retention and incentives critical to equity value realization .
Note on insider selling pressure: We attempted to retrieve Form 4 insider trade data for Teper over Oct 2024–Nov 2025, but the insider‑trades tool returned an authorization error; no additional insider transaction data for Teper was identified in our document review. We will update if filings become available.