Darren Sherman
About Darren Sherman
Darren R. Sherman (age 53) is President, Chief Operating Officer, Director and Founder of Orchestra BioMed (OBIO). He has served as President, COO, and Board member since the January 26, 2023 business combination; he co-founded Legacy Orchestra and predecessors Caliber Therapeutics, BackBeat Medical, and FreeHold Surgical. Sherman holds a B.S. in Bioengineering from UC San Diego and has authored more than 85 U.S. patents, with 100+ published applications, spanning interventional cardiology, electrophysiology, stroke, surgery, GI, and neurovascular therapies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caliber Therapeutics | Chief Executive Officer | 2009–2018 | Led development; executive role and board member through Legacy Orchestra integration |
| FreeHold Surgical | Chief Executive Officer & President | 2012–2018 | Led product development and commercialization; board member |
| BackBeat Medical | Board Member | 2010–2018 | Co-founded; foundational for AVIM therapy program |
| Orchestra Medical Ventures (OMV) | Managing Partner | 2009–2019 | Venture leadership; funds were stockholders of Orchestra prior to dissolution |
| Accelerated Technologies, Inc. | Chief Technical Officer | 2009–2019 | Technology accelerator acquired by Orchestra in 2019 |
| Cordis Neurovascular (J&J) | Executive Director R&D; Director Strategic Marketing | 2002–2008 | Leveraged neurovascular technology applications for brain therapies |
| Revivant Corp. | Early formation & development roles | 1997–2002 | Helped develop AutoPulse; acquired by ZOLL Medical |
| Cardiac Pathways Corp. | R&D roles | 1995–1997 | Minimally-invasive tachyarrhythmia systems; acquired by Boston Scientific |
| Baxter Healthcare | R&D | Pre-1995 | Early medtech experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vivasure | Director | 2009–2016 | Strategic investment alignment with Orchestra |
| Motus GI (Nasdaq, formerly) | Director | 2016–2023 | Oversight during strategic investment period |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 495,000 | 495,000 |
| Target Bonus % of Salary | 80% | 80% |
Notes:
- One-time cash bonus of $150,000 approved Nov 7, 2024, subject to repayment if certain termination events occur before May 15, 2026 (graduated repayment schedule) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Non-Equity Incentive Plan (Corporate Goals) | 100% corporate goals | 80% of $495,000 = $396,000 | 65% achievement | 257,400 | Paid for 2024 performance |
| 2023 Non-Equity Incentive Plan (Corporate Goals) | 100% corporate goals | 80% of $495,000 = $396,000 | 75% achievement | 292,000 | Paid for 2023 performance |
2024 Corporate Goals and Objectives included: advancing AVIM (BackBeat pivotal study enrollment), progressing Virtue SAB (Sirolimus EFR manufacturing, FDA study design approval, Terumo agreement restructuring), advancing pipeline and partnerships, and executing public company finance/IR objectives (shelf registration, ATM program, broadened analyst coverage) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,263,226 shares; 3.2% of outstanding |
| Components (within 60 days of 4/28/2025) | 202,638 shares held directly; 944,088 options exercisable; 116,500 RSUs settleable |
| Anti-Hedging Policy | Insider Trading Policy prohibits short sales; trading restricted to windows or preapproved 10b5-1 plans; pre-clearance required for insiders |
| Director Independence | Executive director; non-independent; Board majority independent with Lead Independent Director |
| Vested vs. Unvested (as of 12/31/2024) | Unvested RSUs: 354,667 (7/20/2023 grant) and 176,667 (5/8/2024 grant) |
Upcoming vesting schedules (time-based):
- 7/20/2023 RSUs: one-third vests at 18, 24, and 36 months from the closing date of the business combination (Jan 26, 2023) .
- 5/8/2024 RSUs: 26,500 vest on 5/25/2025; remaining 150,167 vest in equal installments on scheduled quarterly dates through 5/25/2028 .
Outstanding options (selected grants and vesting mechanics):
- Options from 2018, 2022, 2023 grants; typical vesting 33% at grant with 67% quarterly over 3 years or specified schedules; some grants aligned to business combination and anniversary-based vesting .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Date | Amended and Restated Jan 26, 2023 |
| Role | President, COO, Orchestra BioMed Founder |
| Base Salary & Target Bonus | $495,000 base; 80% target bonus |
| Board Nomination | Company will nominate while serving in current role; service ends upon specified events (e.g., termination; term expiration if not re-elected) |
| Severance (No CoC) | If terminated without Cause or resigns for Good Reason: 12 months base plus target bonus; 12 months COBRA reimbursement (if elected); 12-month post-termination option exercise; 12 months additional vesting credit for pre-business combination awards; subject to release |
| Change-of-Control Severance | If termination without Cause or for Good Reason from 3 months pre- to 12 months post-CoC: 150% of annual base plus target bonus; full vesting of all unvested equity awards; subject to release |
| Equity Handling if Awards Not Assumed in CoC | Full vesting immediately prior to CoC if acquirer does not assume/substitute awards |
| Golden Parachute Cut/Pay | “Best-net” approach (reduce or pay in full to maximize after-tax) under 280G/4999 |
| Restrictive Covenants | One-year post-termination non-solicitation; perpetual non-disparagement; confidentiality/IP assignment obligations |
Board Governance
- Board service: Class III Director since January 2023; current term expires at the 2026 annual meeting .
- Committee roles: OBIO’s committees (Audit, Compensation, Nominating & Corporate Governance) comprise solely independent directors; Sherman does not serve on these committees .
- Board leadership: CEO is also Chairman; Lead Independent Director (Dr. Eric S. Fain) provides oversight; independent directors meet in executive session; all committees are independent .
- Meeting attendance: In FY2024, Board held 7 meetings; all directors met ≥75% attendance thresholds .
Director fees apply only to non-employee directors (cash retainers and annual equity awards) and are not applicable to executive directors .
Compensation Structure Analysis
- Mix and trend: 2023 total compensation $6.46M driven by significant equity awards (RSUs $4.00M; options $1.66M) and cash bonus; 2024 total $1.79M with reduced equity grants ($0.88M RSUs) and one-time $150k cash bonus plus performance bonus (65% achievement) .
- Peer benchmarking: 2024 equity pool sized at 5.1% of shares vs 5.8% peer median; Sherman’s allocation set at 14.6% of Orchestra’s 2024 equity pool reflecting contributions (peer COO median 7.2%) .
- Governance of pay: Compensation Committee (independent) retained FW Cook on Oct 3, 2024; assessed no conflicts; benchmarks informed 2024 awards .
- Say-on-pay: As an Emerging Growth Company and Smaller Reporting Company, OBIO is exempt from holding say-on-pay votes .
Director Compensation (Context)
Non-employee director compensation framework (cash retainers and annual NSO/RSU awards) is disclosed for independent directors; not applicable to Sherman as an executive director .
Related Party Transactions
Sherman purchased 5,378 shares of Legacy Orchestra Series D-2 Preferred Stock for $25,009 in the June 30, 2022 financing round that preceded public listing; all such preferred converted to common at closing .
Investment Implications
- Alignment: Sherman’s 3.2% beneficial stake and substantial in-the-money/exercisable options and RSUs indicate high equity alignment; anti-hedging rules and trading window controls reduce misalignment risk .
- Retention and CoC economics: Standard severance (12 months base+target) and enhanced CoC terms (150% base+target with full vesting) provide retention incentives but also create potential payout leverage in M&A scenarios; equity acceleration if awards are not assumed increases transaction sensitivity .
- Supply/vesting cadence: RSU schedules through 2028 create periodic settlement events, which may coincide with trading windows and contribute to insider selling pressure around vest dates depending on pre-clearance and 10b5-1 utilization .
- Pay-for-performance: 2024 bonus funded at 65% of target linked to concrete clinical and corporate objectives; committee’s use of independent consultant and peer-based equity sizing supports discipline and investor-grade benchmarking .
- Governance checks on dual roles: While CEO/Chair combination exists, Sherman’s executive-director dual role is mitigated by board independence, a Lead Independent Director, and independent committees and executive sessions .
Appendix: Multi-Year Compensation (Sherman)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 495,000 | 495,000 |
| Bonus ($) | — | 150,000 (one-time) |
| Stock Awards ($) | 4,004,329 | 879,802 |
| Option Awards ($) | 1,656,418 | — |
| Non-Equity Incentive Plan ($) | 292,000 | 257,400 |
| All Other Compensation ($) | 11,550 | 12,075 |
| Total ($) | 6,459,297 | 1,794,277 |
Appendix: Outstanding Equity Awards and Key Vesting (Sherman, as of 12/31/2024)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | Notes |
|---|---|---|---|---|---|---|
| Options 8/7/2018 | 310,321 | — | $4.30 | 8/7/2028 | — | 33% immediate; 67% quarterly over 3 yrs |
| Options 4/12/2022 | 47,324 | 5,919 | $4.06 | 4/12/2032 | — | Prior agreement vesting |
| Options 8/18/2022 | 451,908 | 56,489 | $10.00 | 8/18/2032 | — | Prior agreement vesting |
| Options 1/20/2023 | 96,874 | 19,376 | $10.00 | 1/19/2033 | — | Backdated vesting alignment |
| RSUs 7/20/2023 | — | — | — | — | 354,667 | Vests at 18, 24, 36 months from business combination date |
| RSUs 5/8/2024 | — | — | — | — | 176,667 | 26,500 on 5/25/2025; remainder in equal tranches to 5/25/2028 |
Appendix: Board Committees and Composition (Context)
- Compensation Committee: Eric S. Fain (Chair), Jason Aryeh, David Pacitti; independent; met 5 times in FY2024 .
- Audit Committee: Pamela Connealy (Chair), Chris Cleary, John Mack, David Pacitti; independent; met 5 times in FY2024 .
- Nominating & Corporate Governance Committee: Jason Aryeh (Chair), Eric S. Fain, Pamela Connealy; independent; met 2 times in FY2024 .
Notes on Say-on-Pay and Shareholder Feedback
- OBIO, as an Emerging Growth Company and Smaller Reporting Company, is exempt from non-binding advisory votes on executive compensation and related golden parachutes .
Collaboration Context (Company-Level)
- Medtronic collaboration on AVIM hypertension therapy; Medtronic holds >5% of OBIO; Orchestra sponsors the BACKBEAT pivotal study and reimburses Medtronic for development costs ($4.3M in 2024; $5.7M in 2023) .
- Revenue share economics per device expected range and exclusive rights in the primary field; right of first negotiation for broader indications .
Investment Implications
- Sherman’s large vested and near-term-settling holdings, combined with scheduled RSU vesting and trading-window restrictions, suggest predictable potential supply events; monitor vest dates and 10b5-1 plan filings for timing cues .
- Retention risk appears reasonably mitigated by severance and enhanced CoC provisions; however, M&A scenarios could trigger sizeable cash and equity acceleration, influencing behavior and deal dynamics .
- Pay discipline and peer benchmarking via FW Cook, with 2024 bonus at 65% of target tied to clinical and corporate milestones, supports alignment with value creation; sustained execution on BACKBEAT and Virtue SAB milestones remains the key lever for payout realization .
- Governance checks—independent committees, lead independent director, and executive sessions—balance dual-role risks of executive directors in the current CEO/Chair leadership structure .