Maged Shenouda
About Maged Shenouda
Relmada Therapeutics’ Chief Financial Officer since January 2020, Maged Shenouda (age 60) brings 30+ years across biotech, pharma, and equity research, with prior CFO and director roles at AzurRx and senior analyst positions at UBS, JPMorgan, Stifel, Citigroup, and Bear Stearns; he holds a B.S. in Pharmacy (St. John’s University) and an MBA (Rutgers), and is a registered pharmacist in NJ and CA . Company total shareholder return (TSR) declined sharply in 2024 (value of initial $100 investment: $1.62 vs. $12.91 in 2023), alongside a 2024 net loss of $79.98M and year-end cash of ~$44.9M, contextualizing pay-for-performance and capital discipline under Shenouda’s tenure . Management withheld FY2024 bonuses and long-term incentives after a negative 2024 say-on-pay vote, resetting incentives pending strategy execution; Shenouda emphasized a “clean balance sheet” and prioritization of higher-conviction assets (NDV-01, sepranolone) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AzurRx Biopharma, Inc. | Chief Financial Officer | Sep 2017 – Nov 2019 | Led finance for micro-cap biotech; concurrently served on Board to align capital and pipeline strategy |
| AzurRx Biopharma, Inc. | Director | Oct 2015 – Oct 2019 | Governance oversight during development-stage operations |
| Retrophin, Inc. | Head of Business Development & Licensing | Jan 2014 – Nov 2014 | Drove BD/Licensing pipeline initiatives |
| UBS; JPMorgan; Stifel Nicolaus | Senior Equity Research Analyst | Various | Covered small/large-cap biotech; valuation, capital markets access |
| Citigroup; Bear Stearns | Equity Research Analyst (start of sell-side career) | Various | U.S./European pharma coverage |
| PwC Pharmaceutical Consulting | Management Consultant | Various | Commercial/operational advisory in pharma |
| Abbott Laboratories | Hospital Representative & Managed Care Specialist | Various | Market access and sales execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AzurRx Biopharma, Inc. | Director | Oct 2015 – Oct 2019 | Public company board experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 461,449 | 493,750 |
| Target Bonus (%) | 40% of base | 40% of base |
| Actual Cash Bonus ($) | 526,869 | 0 (bonuses withheld) |
| All Other Compensation ($) | 19,092 | 500,000 (retention comp replacing options not approved) |
Performance Compensation
Annual Bonus Plan Design and Outcomes
| Metric | Weighting | FY 2023 Target | FY 2023 Actual | FY 2024 Target | FY 2024 Actual | Vesting |
|---|---|---|---|---|---|---|
| Corporate goals (Company-level) | Highest weighting for NEOs | 40% of base | $526,869 | 40% of base | $0 (Board withheld) | Cash at payout |
| Individual goals | Lower weighting than corporate | Included in plan | Included in payout | Included in plan | $0 (Board withheld) | Cash at payout |
Outstanding Equity Awards (as of Dec 31, 2024) — Options
| Strike ($) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| 13.80 | 11/12/2025 | 6,441 | — |
| 3.24 | 10/20/2027 | 70,250 | — |
| 4.60 | 12/20/2028 | 112,500 | — |
| 8.80 | 7/28/2029 | 125,000 | — |
| 43.47 | 12/19/2029 | 120,000 | — |
| 33.43 | 1/7/2031 | 119,531 | 7,969 |
| 33.43 | 1/7/2031 | 119,531 | 7,969 |
| 19.03 | 12/17/2031 | 392,046 | 130,683 |
| 3.37 | 12/16/2032 | 62,560 | — |
| 3.37 | 12/16/2032 | 225,000 | 225,000 |
| 2.48 | 12/15/2033 | 20,524 | 61,566 |
Notes:
- Long-term equity awards generally vest in annual increments over four years and/or upon milestone achievement .
- Equity awards accelerate on change of control under the plan (options/SARs immediately exercisable; performance awards deemed 100% of target), while severance uses double-trigger (CoC plus qualifying termination) .
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial Ownership (# shares) | 1,212,564 | 1,609,509 |
| Ownership (% of shares outstanding) | 3.9% (30,174,202 shares o/s) | 4.6% (33,191,622 shares o/s) |
| Common Shares Held (#) | 34,903 | 88,335 |
- Components of beneficial ownership include multiple tranches of vested options at strikes ranging from $2.48 to $43.47, and unvested options per grant footnotes (see Option table and footnote details) .
- Anti-hedging: Company does not prohibit hedging transactions for insiders (alignment risk) .
- Pledging: No pledging disclosures identified for Shenouda in proxy footnotes .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | CFO since January 2020; previously RLMD director (Nov 2015–Jan 2020) |
| Contract Nature | At-will; written employment agreement dated Jan 9, 2020 |
| Initial Base & Target Bonus | $395,000 base; 40% target bonus; $25,000 sign-on bonus |
| Current Base Progression | Increased to $493,750 (Dec 15, 2023); no FY2025 increase per Board action |
| Severance (non-CoC) | Six months compensation and health benefits (death: 3 months base to estate) |
| Severance (CoC with qualifying termination) | Six months compensation and health benefits (same cash figure shown in potential payments) |
| Potential Cash Payments (as of 12/31/2024) | Cash payment $345,625; Retention Compensation Agreement $1,500,000 (both scenarios); options acceleration $0 (plan-level CoC acceleration addressed separately) |
| Equity Acceleration on CoC | Options/SARs become immediately exercisable; performance awards at 100% target; committee may cash out awards |
| Non-Solicit | 24 months post-employment |
| Indemnification | Standard indemnification agreement |
| Clawback | Company clawback policy adopted Nov 2023; applies to incentive-based comp over 3 yrs preceding restatement |
Investment Implications
- Pay-for-performance reset: FY2024 bonuses and LTI awards withheld after a negative say-on-pay, with incentives contingent on delivering shareholder value via pipeline pivots (NDV-01, sepranolone) — supports tighter cash discipline but may elevate retention risk if equity upside is deferred .
- Alignment vs. risk: Shenouda’s rising beneficial ownership (4.6% in 2025) suggests skin-in-the-game; however, the lack of anti-hedging prohibitions is an alignment red flag, and plan-level single-trigger equity acceleration on change-of-control can produce windfalls independent of termination .
- Severance economics: CFO severance is modest (six months), but a sizable $1.5M retention compensation agreement in potential severance scenarios indicates a backstop that may pressure near-term cash if turnover occurs; no tax gross-ups disclosed .
- Option overhang and shareholder dilution: Equity plan increases and extensive option grants (some deep OTM) heighten dilution sensitivity; board sought additional shares under 2021 Plan in 2024 and again in 2025, signaling ongoing reliance on equity comp for retention .
- Track record context: TSR deterioration in 2024 and a $79.98M net loss underscore execution risk; Shenouda’s commentary points to capital prioritization and pivot to assets with nearer-term milestones, which are key catalysts for realigning pay with performance .