Shay Shemesh
About Shay Shemesh
Executive Vice President, Chief Development and Operations Officer; age 42 as of April 2025; co‑founder of Nuvectis (NVCT) and in role since 2020. Prior roles include SVP, Clinical & Regulatory Affairs at Stemline Therapeutics leading FDA and EMA approvals for Elzonris; earlier clinical operations leadership at Keryx Biopharmaceuticals driving late‑stage trials for Auryxia leading to US/EU approvals; BSc and MSc in Biotechnology from Bar Ilan University (Israel) . NVCT is pre‑revenue and loss‑making; latest four quarters show continued net losses and negative operating cash flow (see Performance & Track Record table below; values marked with asterisk are from S&P Global) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stemline Therapeutics (Menarini) | SVP, Clinical & Regulatory Affairs | 2015–2020 | Led BLA (FDA) and MAA (EMA) strategy/execution for Elzonris; secured approvals in US and EU for BPDCN |
| Keryx Biopharmaceuticals (Akebia) | Clinical Operations Lead | Pre‑2015 | Managed late‑stage Auryxia trials for anemia in non‑dialysis CKD; enabled US/EU approvals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in NVCT proxies for Shemesh | — | — | — |
Fixed Compensation
- Employment agreement dated February 4, 2022: initial base salary $400,000; annual increases no less than Compensation Committee determination or CPI .
- Bonus awards tied to “company goals and objectives”; unpaid at the time of each proxy (see table) .
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 468,847 | 257,866 (earned, unpaid) | 1,088,100 | 1,814,813 |
| 2023 | 454,750 | 250,750 (earned, unpaid) | 857,900 | 1,563,400 |
| 2022 | 329,268 | 200,000 (IPO bonus, unpaid) | 421,200 | 950,468 |
Notes:
- “Unpaid” status explicitly disclosed for 2022 and 2023 bonuses in the 2024 proxy; 2023 and 2024 bonus unpaid per 2025 proxy narrative .
- Target bonus %: not disclosed in proxies.
Performance Compensation
- Cash bonus program: based on “company goals and objectives” (specific metric targets not disclosed) .
- Equity awards are time‑based restricted stock; immediate acceleration upon certain termination/CoC events (see Employment Terms) .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus | Not disclosed | Not disclosed | $250,750 (2023); $257,866 (2024); $200,000 (2022 IPO bonus) – unpaid at filing | Cash (when paid); no vesting schedule |
| RS – 60,000 (granted 2022) | n/a | n/a | Grant-date fair value included in 2022 stock awards | Vests July 15, 2025 (per latest outstanding awards table) |
| RS – 115,000 (granted 2023) | n/a | n/a | Grant-date fair value included in 2023 stock awards | Two thirds on July 15, 2025; one third on January 12, 2026 |
| RS – 130,000 (granted 2024) | n/a | n/a | Grant-date fair value included in 2024 stock awards | One third on July 15, 2025; one third on January 3, 2026; one third on January 3, 2027 |
| RS – 150,000 (granted Jan 2, 2025) | n/a | n/a | Included in beneficial ownership; not in 2024 comp table | One third annually over 3 years from grant date |
Equity Ownership & Alignment
- Hedging/pledging prohibited under Insider Trading Policy (alignment positive) .
- No stock ownership guideline disclosure for executives in proxies.
Beneficial ownership snapshot:
| As of | Shares Beneficially Owned | % of Total Common Stock |
|---|---|---|
| April 15, 2024 | 1,491,955 | 8.12% |
| April 14, 2025 | 1,643,068 | 6.96% |
Outstanding unvested equity (as of Dec 31, 2024):
| Award | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| RS (2021 financing milestone) | 48,399 | 261,839 |
| RS (2022 IPO) | 60,000 | 324,600 |
| RS (2023 grant) | 115,000 | 622,150 |
| RS (2024 grant) | 130,000 | 703,300 |
Note: The 2025 proxy’s “Outstanding Equity Awards” table indicates 2021 milestone shares vest July 15, 2025 , while a 2024 footnote earlier referenced January 11, 2024 vesting for those shares ; rely on the latest 2025 schedule for forward‑looking vest timing.
Employment Terms
- Base salary increases annually by at least the higher of Compensation Committee determination or CPI .
- Severance (Good Reason, Death/Disability, Change of Control, or termination without Cause): cash severance equal to two years’ base salary; prior‑year earned bonus if unpaid; pro‑rata current year target bonus; accrued benefits; unreimbursed expenses; payment in lieu of unused vacation; continued D&O coverage through longest applicable limitations period; payable within 60 days of termination .
- Equity acceleration: all unvested restricted stock and options immediately vest upon termination without Cause/for Good Reason, upon Change of Control “Transaction,” Death or Disability; unvested equity forfeits upon termination for Cause .
- Single‑trigger cash treatment on Change of Control: termination benefits paid “as if” employment terminated on the Transaction effective date even if employment is not terminated (red flag for pay‑for‑performance) .
- Policy prohibits hedging and pledging transactions in company securities .
Performance & Track Record
Latest financial performance (company level):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Net Income - (IS) ($) | -6,248,000* | -5,332,000 | -6,334,000 | -7,462,000 |
| Cash from Operations ($) | -2,465,000* | -4,174,000 | -3,367,000* | -4,494,000* |
Values retrieved from S&P Global where marked with an asterisk.
Operational impact in prior roles:
- Led Elzonris approval processes (FDA/EMA) at Stemline .
- Led Auryxia late‑stage trials enabling US/EU approvals at Keryx .
Compensation Committee Analysis
- Committee members: Kenneth Hoberman (Chair), Matthew Kaplan, James Oliviero; all independent per Nasdaq criteria .
- 2024 activity: five meetings; annual evaluation of CEO and officers; oversight of incentive and equity plans; no compensation consultant engaged in 2024 (Board may engage in 2025) .
Related Party Transactions
- Company reports no related‑person transactions exceeding $120,000 or 1% of average total assets since inception .
Investment Implications
- Alignment: Very high insider ownership (Shemesh ~7% of shares as of April 2025) and prohibition on hedging/pledging are positive governance signals .
- Change‑of‑control economics: Single‑trigger cash severance plus full equity acceleration upon a Transaction risks misalignment; consider governance pressure to migrate to double‑trigger .
- Near‑term vesting/sell pressure: Significant time‑based RS tranches vest on July 15, 2025 (60,000 from 2022; 76,667 from 2023 two‑thirds; 43,333 from 2024 one‑third; plus 48,399 from 2021 per latest awards table), creating potential insider selling overhang and liquidity events around that date .
- Cash discipline/retention risk: Repeated disclosure that bonuses remain unpaid (2022–2024) may indicate cash constraints or deliberate deferral; monitor for Form 4s and any deferred compensation settlements that could affect retention or selling behavior .
- Pay‑for‑performance structure: Equity is largely time‑based; lack of disclosed performance metrics/targets for bonuses reduces pay‑for‑performance precision; consider advocating for explicit operational or TSR/clinical milestone‑based PSUs in future cycles .