Jeremy Levin
Ovid TherapeuticsAbout Jeremy Levin
Jeremy M. Levin, DPhil, MB BChir, age 71, is Chairman (since 2014) and Chief Executive Officer (since 2015) of Ovid Therapeutics, with prior CEO experience at Teva, senior strategy leadership at Bristol‑Myers Squibb (“String of Pearls”), and alliance leadership at Novartis; he trained and practiced as a physician and holds degrees from Oxford (BA, MA, DPhil) and Cambridge (MB, BChir) . Ovid’s recent performance metrics: Compensation “Pay vs Performance” TSR values were $29.10 in 2024, $100.31 in 2023, and $57.94 in 2022, with net losses of $(26.4)m, $(52.3)m, and $(54.2)m, respectively, and the company discloses it has no approved products and no product sales to date . Governance policies include a clawback compliant with SEC/Nasdaq and prohibitions on hedging and pledging; Dr. Levin’s employment agreement targets his base salary at the 75th percentile of peers upon goal attainment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries | President & CEO | 2012–2013 | Led global pharmaceutical operations as CEO . |
| Bristol‑Myers Squibb | SVP, Strategy, Alliances & Transactions; Executive Committee member | 2007–2011 | Architected and implemented “String of Pearls” transformation strategy . |
| Novartis Institutes for Biomedical Research | Global Head, Strategic Alliances | 2002–2007 | Built strategic alliance portfolio in R&D . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Opthea Limited (Nasdaq/ASX: OPT) | Chairman | Current | Governance of public biotech; ophthalmology pipeline oversight . |
| Gensaic, Inc. (private) | Director | Current | Oversight of genetic medicine collaboration platform; noted in Ovid 10‑K . |
| Biotechnology Innovation Organization | Former Chairman/Board | Prior | Industry advocacy and policy engagement . |
| Biocon; H. Lundbeck A/S | Former Public Company Director | Prior | Biopharma strategy and governance . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 625,296 | 625,296 |
| Target Bonus (%) | 50% | 55% |
| Actual Bonus Paid ($) | 390,810 | 292,326 |
| Bonus Payout vs Target | 125% of target | 85% of target (committee adjustment despite 106% corporate goal attainment) |
Performance Compensation
Annual Incentive (Cash)
| Component | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| 2023 Corporate Goals | 100% of CEO bonus | 50% of salary | 125% of target | Based on corporate and individual goals (CEO fully corporate); committee-calculated | N/A |
| 2024 Corporate Goals | 100% of CEO bonus | 55% of salary | 85% of target (corporate achieved 106%) | Committee adjusted payout downward primarily for share price performance context | N/A |
Equity Awards (Options)
| Grant Date | Instruments | Size | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Feb 23, 2023 | Stock Options | 600,000 | $2.50 | 25% at 1‑year; remainder in 36 monthly installments (subject to service) | 10 years |
| Feb 22, 2024 | Stock Options | 700,000 | $3.68 | 25% at 1‑year; remainder in 36 monthly installments (subject to service) | 10 years |
| Change‑in‑Control Treatment | All outstanding options | — | — | CEO: full acceleration; extended exercise window per plan; CIC cash benefit described below | — |
Equity Ownership & Alignment
| Scenario (as of Oct 31, 2025) | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| No conversion/exercise (current basis) | 7,644,440 (incl. 3,616,715 common, 3,992,264 options exercisable within 60 days; 35,461 held via spouse’s LLC) | 10.2% |
| Full conversion/exercise (including PIPE Series B & warrants) | 7,798,273 (adds 71,000 Series B, 47,333 Series A warrants, 35,500 Series B warrants) | 5.9% (pro forma dilution) |
- Hedging and pledging are prohibited by Ovid’s Insider Trading and governance policies, mitigating misalignment risk .
- CEO PIPE participation: Dr. Levin purchased 71 shares of Series B Preferred, plus Series A/B warrants (aggregate ~$99,400) at below “market value,” requiring shareholder approval under Nasdaq Rule 5635(c) .
Employment Terms
| Provision | CEO (Dr. Levin) |
|---|---|
| Bonus Target | ≥50% of base salary; currently 55% |
| Salary Benchmark | Adjusted to ~75th percentile of peer CEOs when 100% of corporate and individual objectives are met . |
| Severance (without cause, good reason, disability; or death) | 36 months of monthly base salary plus one‑twelfth of prior year’s target bonus, paid over 36 months . |
| COBRA/Benefits | Monthly taxable cash equal to premiums for executive/spouse/dependents, grossed‑up for taxes, for 36 months . |
| Equity on Termination | Full acceleration of all outstanding stock options/awards; extended exercise to latest date permitted under plan; lapse of any repurchase rights . |
| Legal/Admin Support | Up to $50,000 reimbursement for legal fees (release review); administrative/secretarial support for 36 months or until new employment with admin support . |
| Change in Control (CIC) | Single‑trigger: if employed on CIC date, same 36‑month cash severance; full equity acceleration; lapse of repurchase rights . |
| CIC Definitions / Cause / Good Reason | Detailed definitions for cause, good reason, CIC (incl. >50% voting power change, asset sale, dissolution) as disclosed . |
| Clawback | Incentive compensation subject to recoupment under SEC/Nasdaq 10D‑1 policy . |
| Hedging/Pledging | Prohibited under Insider Trading Policy . |
Board Governance
- Roles and independence: CEO serves as Chair; Board appointed a Lead Independent Director (Bart Friedman) to balance combined roles (liaison duties, preside in CEO’s absence, agenda setting, oversee executive sessions) .
- Committee structure: Audit (Chair: Barbara Duncan), Compensation (Chair: Karen Bernstein), Nominating & Corporate Governance (Chair: Bart Friedman); all members meet enhanced independence standards .
- Meetings and executive sessions: Board held seven meetings in FY2024; independent directors met three times in executive session, led by the Lead Independent Director; attendance ≥75% for incumbents .
- Years of service: Dr. Levin is Chairman since 2014 and CEO since 2015 .
- Director compensation: Employee directors (e.g., Dr. Levin) receive no additional director compensation; non‑employee director compensation policy is separate .
Compensation & Incentives Analysis
- Mix and trends: 2024 CEO bonus paid at 85% of target despite 106% corporate attainment, indicating discretionary governance adjustment; equity awards remained material (2024 options grant 700K shares); 2023 bonus paid at 125% of target .
- Guaranteed vs at‑risk: Majority of CEO compensation remains equity and performance‑linked; salary benchmarking at 75th percentile is conditional on achieving stated objectives .
- CIC economics: Single‑trigger CIC for CEO (cash and equity acceleration) is shareholder‑sensitive; may raise independence concerns given combined CEO/Chair role and CIC payout without termination .
- Clawback and trading restrictions: Robust clawback and prohibition on hedging/pledging improve alignment .
Say‑on‑Pay & Compensation Committee
- Say‑on‑pay: Annual advisory vote policy; Proposal scheduled at the 2025 and 2024 annual meetings .
- Committee independence & advisors: Compensation Committee composed of independent directors; engaged Alpine Rewards LLP for market data, peer group analysis and executive/director assessments .
Risk Indicators & Red Flags
- CEO PIPE participation at below “market value” requiring shareholder approval under Nasdaq rules could be perceived as preferential insider terms, though company disclosed rationale and submitted Proposal 3 for shareholder approval .
- Single‑trigger CIC cash and equity acceleration for CEO may be viewed as investor‑unfriendly versus double‑trigger market norms; mitigated by independent committee oversight and lead director structure .
- Hedging/pledging prohibited; clawback adopted; no disclosed related‑party loans; indemnification agreements standard .
Equity Ownership & Vesting Pressure
- Near‑term vesting: 2024 grant vests 25% on Feb 22, 2025; remainder monthly, creating consistent potential supply; CEO also holds significant options already exercisable within 60 days (3,992,264) .
- Additional dilution vectors: If shareholders approve Proposals 1–2, Series B conversion and warrants become exercisable; CEO’s PIPE securities add to potential future issuance .
- Insider trading policy requires pre‑clearance and prohibits derivatives/shorts, reducing opportunistic trading risk .
Investment Implications
- Alignment: Large personal equity exposure (9.9–10.2% pre‑conversion; 5.9% pro forma with full PIPE conversion) and prohibition on hedging/pledging support alignment; clawback further strengthens governance .
- Retention: CEO severance of 3 years’ cash plus full equity acceleration provides strong retention but creates CIC overhang; single‑trigger CIC may be value‑destructive in change‑of‑control scenarios versus double‑trigger structures .
- Incentive quality: Committee’s downward adjustment of 2024 bonus despite corporate goal attainment signals pay discipline tied to broader shareholder outcomes (e.g., share price), a positive for pay‑for‑performance credibility .
- Dilution/financing path: PIPE and authorized share increase proposals imply near‑term dilution risk; monitor shareholder approvals and subsequent conversions/exercises; CEO’s participation (with shareholder approval) reflects confidence but adds optics risk .
- Governance mitigants: Lead Independent Director with robust committee independence and clawback policy mitigates combined CEO/Chair risks; continued disclosure of compensation policies and advisor independence supports governance quality .