Abraham Ceesay
About Abraham Ceesay
Abraham N. Ceesay, MBA, is Chief Executive Officer and a Director at Rapport Therapeutics (RAPP); age 47, he has served as CEO since February 28, 2023 and joined the Board in March 2023 . He holds a BS from Ithaca College and an MBA from Suffolk University’s Sawyer School of Management; prior roles include President at Cerevel Therapeutics (Apr 2021–Mar 2023) and CEO at Tiburio Therapeutics (Jan 2019–Apr 2021) . Under his leadership, Rapport reported Phase 2a RAP-219 data in focal onset seizures showing a 78% reduction in seizure frequency and a 24% seizure freedom rate, positioning RAP-219 for Phase 3 initiation in 3Q26 and suggesting multi‑billion dollar commercial potential, subject to approval . The company highlighted adequate liquidity to execute toward milestones (e.g., $260M cash at end of Q2’25 per management remarks), with subsequent balance sheet strengthening later in 2025, reducing near‑term financing risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cerevel Therapeutics (Nasdaq: CERE) | President | Apr 2021 – Mar 2023 | Executive leadership in neuroscience biopharma |
| Tiburio Therapeutics | Chief Executive Officer | Jan 2019 – Apr 2021 | Executive leadership in biotech operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pacira BioSciences (Nasdaq: PCRX) | Director | Since Oct 2023 | Public company directorship |
| Life Science Cares | Chairman of the Board | Current | Non‑profit leadership |
| Museum of Science, Boston | Board of Trustees | Current | Civic/educational board role |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 628,000 | 55% | 293,590 | Base/target disclosed as of 12/31/24; actual 2024 bonus paid for corporate/individual goals |
| 2023 | 400,096 | 40% (pre‑IPO framework) | 231,167 | 2023 values reflect partial‑year employment; target % per pre‑IPO arrangements |
Performance Compensation
| Metric/Award | Weighting | Target | Actual/Payout | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual cash bonus (2024) | Discretionary vs. corporate goals | 55% of salary | $293,590 | Based on goals: advance RAP‑219, organization build, and funding; Board discretion |
| Stock options (2024 grants to CEO) | N/A | N/A | Grant‑date fair value $8,947,874 (options) | Standard vesting: 25% at 1‑year anniversary, remainder monthly; awards 3/25/24 (254,348 @ $9.60), 6/6/24 (530,647 @ $17.00) |
| Service‑based restricted stock (prior awards) | N/A | N/A | Outstanding at 12/31/24: 215,000 and 194,841 shares | 25% at 1‑year, then monthly over 3 years (service‑based) |
| Company PSUs (granted Dec 2024 to certain employees) | Program milestones (R&D) | 2 performance periods (to 12/31/25 and 12/31/26) | $2.1M unrecognized expense as of 9/30/25; no expense recognized through 9/30/25 | Vest upon achieving program milestones; service and performance conditions; not specified as CEO‑specific in filings |
Note: Filings do not disclose CEO‑specific PSU targets/awards beyond the company‑level disclosure; options and RSAs for the CEO are detailed under “Outstanding Equity Awards” below .
Equity Ownership & Alignment
Total beneficial ownership as of April 21, 2025 and components:
| Holder | Shares/Derivatives | Amount (#) | Notes |
|---|---|---|---|
| Abraham N. Ceesay (direct incl. unvested restricted) | Common | 626,247 | Direct holdings include unvested restricted stock |
| Abraham N. Ceesay (options exercisable within 60 days) | Options → Common | 372,336 | Counted in beneficial ownership per SEC rules |
| The Ceesay Family Irrevocable Trust (u/t/d 3/27/2024) | Common | 81,729 | Indirect beneficial interest |
| The Dorothy Ceesay Irrevocable Trust (u/t/d 3/27/2024) | Common | 81,729 | Indirect beneficial interest |
| Total beneficial ownership | Common (incl. dilutive components) | 1,162,041 | 3.15% of 36,497,555 shares outstanding as of 4/21/25 |
Policy alignment and restrictions:
- Hedging/pledging: Company policy expressly prohibits short sales, derivative/hedging transactions, and pledging of company securities by executive officers and directors .
- Clawback: Board adopted a compensation recovery policy effective June 6, 2024, to recoup incentive‑based comp tied to financial reporting measures upon a restatement (3‑year lookback) .
- 10b5‑1 plans permitted under policy, subject to conditions and blackout rules .
- Executive stock ownership guidelines: Not disclosed in 2025 proxy .
Outstanding equity awards at 2024 fiscal year‑end (CEO)
| Award Type | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested Stock (#) | Vesting Terms |
|---|---|---|---|---|---|---|---|
| Stock options | 8/7/2023 | 87,933 | 175,868 | 1.80 | 12/05/2033 | — | 25% at 1‑yr, then monthly |
| Stock options | 3/25/2024 | — | 254,348 | 9.60 | 03/24/2034 | — | 25% at 1‑yr (3/25/25), then monthly |
| Stock options | 6/6/2024 | — | 530,647 | 17.00 | 06/05/2034 | — | 25% at 1‑yr (6/6/25), then monthly |
| Service‑based restricted stock | 12/9/2022 | — | — | — | — | 215,000 | 25% at 1‑yr, then monthly |
| Service‑based restricted stock | 2/21/2023 | — | — | — | — | 194,841 | 25% at 1‑yr, then monthly |
Company‑wide equity context and potential selling pressure indicators:
- Options outstanding company‑wide rose to 6.30M at 9/30/25; unrecognized SBC for unvested options was $45.2M with 2.7‑year weighted average amortization, implying ongoing vesting supply across the organization .
- RSAs outstanding company‑wide (service‑based) declined to 544,235 unvested shares at 9/30/25; performance‑based RSAs unvested were 258,613 .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will; CEO since 2/28/2023 |
| Base salary and target bonus | $628,000 base (as of 12/31/24); 55% target bonus |
| Sign‑on/retention | $250,000 sign‑on at hire; subject to repayment if terminated for Cause or resignation without Good Reason before 3rd anniversary (50% if 12–24 months; 25% if 24–36 months) |
| Severance (non‑CIC) | If terminated without Cause or resigns for Good Reason outside CIC period: 12 months base salary + up to 12 months COBRA subsidy (subject to release) |
| Change‑in‑control (CIC) | If terminated without Cause or resigns for Good Reason during CIC period (3 months pre‑CIC to 12 months post‑CIC): 1.5x (base + target bonus) lump sum; full acceleration of unvested time‑based equity; up to 18 months COBRA subsidy (subject to release) |
| 280G (excise tax) | “Better‑off” cutback; no gross‑up |
| Restrictive covenants | Confidentiality and non‑solicitation provisions |
| Clawback | SEC/Nasdaq‑compliant recovery policy (financial restatement) |
| Hedging/Pledging | Prohibited for executives/directors |
| Benefits/perquisites | 401(k) match (up to 4% deferrals); limited perqs such as commuting and phone reimbursements |
Board Governance
- Role: CEO and Director (Class III); not independent; Board determined all directors except Mr. Ceesay and Dr. Huber are independent .
- Leadership structure: Independent Chairman (Steven M. Paul, M.D.); roles of Chair and CEO are separated to enhance oversight .
- Committee participation: CEO does not receive additional director compensation and is not listed as serving on standing Board committees (Audit; Compensation; Nominating & Corporate Governance) .
- Committee composition highlights:
- Audit: Silva (Chair), Healy, Maraganore; Silva deemed “audit committee financial expert” .
- Compensation: Healy (Chair), Maraganore, Perez, Sanchez; Aon engaged as independent advisor; CEO delegated limited new‑hire/promotion equity under set limits .
- Nominating & Corporate Governance: Perez (Chair), Silva .
- Director comp policy (non‑employee directors): $40k annual retainer; committee retainers; initial and annual option grants with standard vesting/acceleration on change‑of‑control; employee directors (including CEO) receive no extra fees .
Compensation Structure Analysis
- Higher equity intensity post‑IPO: CEO’s 2024 total comp of $9.84M was predominantly option value ($8.95M grant‑date fair value), reinforcing long‑term equity alignment; cash components (salary + bonus) were ~$870k .
- Shift toward options vs. RSAs: CEO holds significant service‑based RSAs from pre‑IPO and multiple post‑IPO option grants with standard 4‑year vesting; company introduced PSUs tied to program milestones in Dec 2024 for certain employees, indicating increased performance linkage in long‑term incentives, though CEO‑specific PSU awards not disclosed .
- No shareholder‑unfriendly features: No 280G gross‑up; hedging/pledging prohibited; clawback adopted in 2024 .
- Bonus metrics tied to execution: 2024 cash bonuses evaluated on RAP‑219 advancement, organizational scaling, and funding milestones, focusing management on development and capital strategy .
Performance & Track Record
- RAP‑219 Phase 2a: Reported 78% reduction in seizure frequency and 24% seizure freedom rate; management sees potential best‑in‑class profile and plans to start two Phase 3 FOS trials in 3Q26 .
- Strategic optionality and runway: Management highlighted robust cash at Q2’25 and subsequent financing steps in 2025 (per filings), supporting execution into late‑stage development .
- Portfolio breadth: Discovery programs (Alpha‑6 chronic pain; Alpha‑9/10 hearing disorders) advancing toward development candidate nominations, adding multi‑asset optionality .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- EGC status: As an emerging growth company, Rapport uses reduced executive compensation disclosures and is not yet required to conduct say‑on‑pay/advisory votes .
- Compensation consultant: Aon PLC engaged by the Compensation Committee as independent advisor; independence assessed under Nasdaq standards .
- Peer group: Specific peer group composition/target percentile not disclosed in 2025 proxy .
Risk Indicators & Red Flags
- Alignment safeguards: Prohibition on hedging/pledging and adoption of clawback policy reduce misalignment risk .
- Change‑in‑control terms: Double‑trigger CIC with 1.5x base+target and time‑based equity acceleration balances retention and shareholder protections; no excise tax gross‑ups .
- Dilution/overhang: Company‑wide options outstanding (6.30M) and reserved shares for equity plans indicate ongoing dilution potential; typical for clinical‑stage biotech scaling headcount .
- Related party transactions: Financing rounds included investments by major holders and affiliated directors; no CEO‑specific related party transactions disclosed .
Investment Implications
- Pay‑for‑performance tilt with governance safeguards: The CEO’s package is heavily equity‑weighted with standard vesting, clawback, and hedging/pledging prohibitions, aligning incentives to long‑term value creation and milestone delivery without shareholder‑unfriendly tax gross‑ups .
- Retention risk appears contained near term: Significant unvested options and RSAs plus 1.5x CIC economics and non‑solicit protections support continuity through RAP‑219 pivotal execution; sign‑on repayment provision sunsets by the third anniversary of start date .
- Execution lever is binary: Management’s bonus framework and company‑level PSU metrics emphasize clinical and operational milestones; the magnitude and timing of RAP‑219 Phase 3 outcomes are the primary drivers of value and the key determinant of whether equity incentives translate to realized gains .
- Board structure reduces dual‑role concerns: Independent Chair and majority‑independent board/committees mitigate governance risk from CEO/Director dual role .