James Rolke
REVELATION BIOSCIENCESAbout James Rolke
James Rolke (age 56) is Chairman and Chief Executive Officer of Revelation Biosciences, Inc. (REVB). He co-founded REVB and has served as CEO and director since May 2020; he was elected Chairman on June 3, 2025. He holds a B.S. in chemistry from Keene State College and has 30+ years of biotechnology experience spanning R&D leadership and drug/device approvals . Under his tenure, REVB reported total shareholder return of $3.07 (value of initial $100 investment) in 2023 and $0.23 in 2024, with reported net losses of $0.12 million (2023) and $15.04 million (2024) . In Q3 2025, the company announced positive Phase 1b Gemini-CKD data, raised $9.6 million via warrant inducement, and ended September 30, 2025 with $12.7 million in cash, guiding funding into Q3 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Revelation Biosciences, Inc. | Co-founder; Chief Executive Officer; Director; Chairman | 2020–present | Led clinical programs (Gemini), financing actions; elevated to Chairman in 2025 |
| La Jolla Pharmaceutical Company | Chief Scientific Officer; prior R&D leadership | 2012–2020; CSO 2017–2020 | Oversaw 6 INDs and 2 approvals (Giapreza for distributive shock; artesunate for severe malaria) |
| Pluromed, Inc. (acquired by Sanofi) | Chief Technology Officer | Jul 2009–Jan 2012 | Key role in approvals of two medical devices via 510(k)/PMA pathways |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Company filings do not disclose current external public-company directorships for Rolke |
Fixed Compensation
Multi-year reported compensation (cash components):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $475,000 | $561,000 |
| Actual Bonus Paid ($) | $160,000 (paid in 2024 for 2023 performance) | $237,500 (paid in 2025 for 2024 performance) |
| All Other Compensation ($) | $14,250 | $14,726 |
| Total ($) | $649,250 | $813,226 |
Current base and target changes approved by Compensation Committee:
| Item | 2024 | 2025 |
|---|---|---|
| Approved Base Salary ($) | $561,000 (effective Jan 1, 2024) | $589,050 (effective Jan 1, 2025) |
| Target Bonus (% of Salary) | 50% | 50% |
Notes:
- Target bonus increased from 40% to 50% in 2023; Board retains discretion on payouts .
Performance Compensation
Annual incentives and disclosed payout outcomes:
| Component | 2023 | 2024 |
|---|---|---|
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Bonus Paid ($) | $160,000 (paid 2024) | $237,500 (paid 2025) |
| Metrics | Board discretion; “based on actual achievement of applicable objectives/conditions” | Board discretion; “based on actual achievement of applicable objectives/conditions” |
| Vesting | Cash; not applicable | Cash; not applicable |
Equity plan features relevant to performance awards:
- Clawback provisions and prohibition on option/SAR repricing without stockholder approval .
- Change-in-control allows committee discretion to accelerate or substitute awards; see Employment Terms for CEO-specific CIC treatment .
Equity Ownership & Alignment
Beneficial ownership evolution and composition:
| As-of Date | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Apr 5, 2024 | 750 | <1% | 675 directly; 3 spouse; 30 RSU vesting within 60 days; 42 options exercisable within 60 days |
| Sep 11, 2025 | 10,047 | <1% (out of 2,339,306) | 10,046 directly; 1 option exercisable within 60 days |
| Oct 29, 2025 | 400,660 | 6.76% (out of 5,924,137) | 10,046 directly; 390,614 Restricted Stock Awards under the Plan |
Outstanding equity awards (selected):
| Grant Date | Instrument | # Underlying | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Feb 25, 2022 | Stock Options | 5 | $23,520.00/share | Feb 25, 2032 | 25% at 1-year, then quarterly over 3 years (service-based) |
Policy signals:
- No disclosure of any share pledging or hedging by Rolke; related-party transactions require Audit Committee review; code limits conflicts .
Employment Terms
Key terms from Executive Employment Agreement and governance documents:
| Term | Details |
|---|---|
| Agreement Dates | Executive Employment Agreements effective July 27, 2021 for CEO and CFO; initial 3-year term, unless earlier terminated per terms |
| Base Salary & Target Bonus | Initial $400,000 base; target bonus originally 40%, increased to 50% in 2023; base reset to $561,000 for 2024 and $589,050 for 2025 |
| Severance (Non-CIC) | Lump sum equal to 12 months of base salary, pro-rata current year bonus based on actual achievement, plus continuation of medical benefits (upon “Covered Termination Event”: dismissal other than for Cause/death/disability or resignation for Good Reason) |
| Change-in-Control (CIC) | Lump sum equal to 1x base salary + target bonus, pro-rata current-year bonus based on actual achievement, continuation of medical benefits, and acceleration of vesting of all outstanding and unvested equity awards (upon Covered Termination Event in connection with CIC) |
| Clawbacks | SOX 304, Dodd-Frank and company clawback policies apply; board can rescind/recoup awards in specified cases |
| Equity Plan Governance | No option/SAR repricing without stockholder approval; committee discretion to accelerate or substitute awards upon CIC |
Board Governance
- Board service: Class B director since 2020 (term expires at 2027 annual meeting); elected Chairman on June 3, 2025; dual role CEO + Chairman .
- Independence: Board determined all directors except Rolke are independent under SEC/Nasdaq rules .
- Committees and leadership:
- Audit Committee: Jess Roper (Chair), Dr. Lakhmir Chawla, Jennifer Carver; Roper designated “audit committee financial expert” .
- Compensation Committee: Dr. Lakhmir Chawla (Chair), Jennifer Carver, Jess Roper; all independent; CEO comp recommendations reviewed by committee, decisions retained by full board .
- Nominating & Corporate Governance Committee: Jennifer Carver, Jess Roper, Dr. Lakhmir Chawla; all independent .
- Attendance: In 2024, Board met 6 times; Audit 4; Compensation 1; Nominating 1; each director attended 100% of meetings during their service .
- Director compensation policy: Management directors (including CEO) do not receive additional board compensation beyond employee pay .
Dual-role implications:
- CEO also serving as Chairman may concentrate power; mitigants include independent committees, majority-independent board, and formal governance guidelines .
Performance & Track Record
| Year | TSR (Value of $100 Investment) | Net Loss (millions) |
|---|---|---|
| 2023 | $3.07 | $(0.12) |
| 2024 | $0.23 | $(15.04) |
Recent operating updates:
- Positive Phase 1b Gemini-CKD topline data announced September 2025 .
- $9.6 million gross proceeds from September 2025 warrant inducement; cash and equivalents $12.7 million at September 30, 2025; company guides runway into Q3 2026 .
- Company disclosed substantial doubt about ability to continue as a going concern as of March 31, 2025 without financing; pursued equity/warrant transactions to meet Nasdaq equity compliance and fund programs .
Compensation Structure Analysis
- Year-over-year shift toward higher cash salary: CEO salary increased from $475,000 (2023) to $561,000 (2024) and approved $589,050 (2025), while 2024 bonus rose to $237,500; indicates increased guaranteed pay amid financing/clinical milestones .
- Equity mix: Options outstanding (small count post reverse splits) with service-based vesting; significant restricted stock awards (390,614 RSAs reported Oct 29, 2025) increase alignment but raise potential future selling pressure at vesting .
- Governance safeguards: Clawback provisions and anti-repricing rules in the 2021 Equity Plan; independent compensation committee oversight .
Risk Indicators & Red Flags
- Going concern disclosure (2025) and reliance on dilutive financings to fund operations .
- CEO dual role as Chairman may present governance concentration risks; compensated by independent committees and board structure .
- No reported related-party transactions or legal proceedings involving Rolke requiring disclosure; committee reviews related parties per policy .
Say-on-Pay & Shareholder Feedback
- Advisory “say-on-pay” presented at 2025 annual meeting; board recommended “FOR” .
- Advisory vote frequency recommended: every three years .
- Vote outcomes/percentages not disclosed in filings reviewed.
Equity Plan & Change-in-Control Mechanics
- 2021 Equity Incentive Plan limits director compensation, prohibits option/SAR repricing without shareholder approval, and includes clawback provisions .
- CIC definition includes 50%+ beneficial ownership change, major reorganization/merger, or sale of substantially all assets; committee may accelerate or cash out awards .
- CEO-specific CIC severance includes 1x base + target bonus, pro-rata actual bonus, medical benefits continuation, and full acceleration of unvested equity .
Investment Implications
- Alignment: Large restricted stock awards (390,614 RSAs) and options (service vesting) increase equity alignment; clawbacks and anti-repricing provisions are shareholder-friendly .
- Retention vs. liquidity: Higher base salary and substantial equity awards suggest retention emphasis; monitor vesting schedules and Form 4 filings for potential selling pressure as RSAs vest .
- Governance: CEO-Chairman dual role warrants attention; independent committee structure and 100% meeting attendance provide oversight, but activist investors may prefer a separated chair .
- Execution risk: Clinical-stage profile with prior going concern flags implies dependence on capital markets and regulatory outcomes; positive 2025 data and improved cash position extend runway, but dilution risk persists .