Sergio Traversa
About Sergio Traversa
Sergio Traversa (age 64) is Chief Executive Officer and a Director of Relmada Therapeutics (RLMD), serving since April 2012. He holds a Laurea in Pharmacy (University of Turin) and an MBA in Finance/International Business (NYU Stern). Prior roles span Eli Lilly (CNS team), Therakos (J&J), healthcare investing (Mehta & Isaly, ING Barings, Merlin BioMed, Rx Capital) and Medeor (CEO). RLMD is pre-revenue and reported a 2024 net loss of $79.98M; the proxy’s pay-versus-performance table shows deeply negative “compensation actually paid” for the PEO in 2024 and a very low TSR value metric for 2024, reflecting post-pivot volatility while the company shifts to NDV-01 and sepranolone programs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Relmada Therapeutics | Chief Executive Officer; Director | 2012–present | Led strategic pivot in 2024–2025 to in-license NDV-01 (NMIBC) and acquire sepranolone; paused REL-1017 and REL-P11; repositioned pipeline and spending . |
| Medeor Inc. (Cornell spinoff) | Chief Executive Officer | 2010–2012 | Ran early-stage therapeutics platform prior to RLMD, bringing operating and BD experience . |
| Ardana Capital | Partner | 2008–2010 | Healthcare investing/strategy; informs capital allocation, risk assessment . |
| Eli Lilly | Marketing Manager (Hospital BU); CNS team member | Not disclosed | Participated in Prozac launch and early development of Zyprexa/Cymbalta; CNS domain expertise . |
| Therakos (J&J unit) | Area Manager, Southern Europe | Not disclosed | Oncology/immunology commercial leadership, EU networks . |
| Mehta & Isaly; ING Barings; Merlin BioMed; Rx Capital | Analyst/PM/strategic advisory | Not disclosed | Buy-side/sell-side perspective on biotech value creation and governance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Actinium Pharmaceuticals, Inc. | Board member (prior) | Not disclosed | Prior public company directorship experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 701,190 | 750,723 |
| Target Bonus (% of base) | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual Cash Bonus ($) | 925,893 | 0 (no FY24 bonuses) |
| Option Awards ($, grant date fair value) | 392,772 | 0 (no FY24 LTI awards) |
| All Other Compensation ($) | 51,241 | 1,050,000 (retention compensation replacing options not approved) |
| Total ($) | 2,071,096 | 1,800,723 |
The Board froze 2025 salaries and withheld FY24 cash bonuses and FY24 long-term incentive awards for all NEOs to reduce expenses after program changes .
Performance Compensation
| Incentive type | Metric design | Target | Actual/payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Company and individual goals; heavy weighting on corporate execution; discretionary to conserve cash when needed . | CEO target 50% of base per agreement . | FY23: $925,893; FY24: $0 (no bonuses) . | N/A |
| Long-term equity (options/RSUs/PSUs) | Options, SARs, RSUs; typically 4-year annual vesting and/or milestone-based; change-in-control acceleration terms in plans . | Discretionary, aligned to market median via Radford database . | FY24: no NEO grants; FY23 options per SCT . | Standard plan terms; CIC acceleration per plan . |
| Clawback | Restatement-based recoupment for three prior fiscal years (Rule 10D-1/Nasdaq) . | Policy adopted Nov 2023 . | Applicable to incentive-based comp . | N/A |
Equity Ownership & Alignment
- Beneficial ownership (as of March 27, 2025): 3,302,666 shares (9.1% of outstanding 33,191,622) .
- Direct common shares: 384,024 .
- Vested options included in beneficial ownership:
- 99,211 @ $3.24; 225,000 @ $4.60; 425,000 @ $8.80; 218,750 @ $43.47; 156,250 @ $33.43; 162,500 @ $33.43; 1,000,995 @ $19.03; 481,250 @ $3.37; 80,728 @ $3.37; 68,958 @ $2.48 .
- Unvested options excluded: 142,999 @ $19.03; 288,750 @ $3.37; 114,924 @ $2.48 .
- Hedging/pledging policies: Company has no anti-hedging policy (no prohibition on hedging by insiders disclosed); no specific pledging disclosures for Mr. Traversa noted in proxy .
- Ownership guidelines: Not disclosed .
Outstanding equity awards (Sergio Traversa, as of 12/31/2024)
| Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|
| 11,250 | — | 54.00 | 2/23/2025 |
| 99,211 | — | 3.24 | 10/20/2027 |
| 225,000 | — | 4.60 | 12/20/2028 |
| 425,000 | — | 8.80 | 7/29/2029 |
| 350,000 | — | 43.47 | 12/19/2029 |
| 234,376 | 15,624 | 33.43 | 1/7/2031 |
| 234,376 | 15,624 | 33.43 | 1/7/2031 |
| 857,995 | 285,999 | 19.03 | 12/17/2031 |
| 80,728 | — | 3.37 | 12/16/2032 |
| 385,000 | 385,000 | 3.37 | 12/16/2032 |
| 45,972 | 137,910 | 2.48 | 12/15/2033 |
Near-term expirations are limited in size (e.g., 11,250 options at $54 expiring 2/23/2025), with the majority expiring 2029–2033, moderating immediate selling pressure linked to expirations .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended and Restated Employment Agreement dated Jan 9, 2020; salary step-ups approved through Dec 15, 2023; 2025 salary freeze . |
| Current base salary | $750,273 approved Dec 15, 2023 (FY24), with 2025 freeze . |
| Target bonus | 50% of base salary (board discretion) . |
| Severance (no CIC) | 24 months’ compensation and health benefits upon termination without cause or resignation for good reason . |
| Severance (with CIC) | 30 months’ compensation and health benefits (double-trigger applies company-wide) . |
| Change-in-control trigger | Double-trigger: benefits require both CIC and qualifying termination . |
| Non-solicitation | 24 months post-termination . |
| Clawback | Adopted Nov 2023 (restatement-based, three prior fiscal years) . |
| Perquisites/Deferred comp | Company discloses no perquisites, no deferred compensation plans; standard benefits . |
Potential termination/CIC payments (as of 12/31/2024)
| Scenario | Cash Payment ($) | Retention Compensation ($) | Option Acceleration |
|---|---|---|---|
| Termination (no CIC) | 2,251,116 | 3,150,000 | — |
| Termination following CIC | 2,813,895 | 3,150,000 | — |
Board Governance
- Role and dual-role implications: Traversa is CEO and a Director; the Board separates Chairman and CEO roles (Chairman: Charles J. Casamento), which mitigates CEO-Chair concentration concerns .
- Independence: Traversa is not independent (CEO); independent directors include Casamento, Glasspool, Fedeli under Nasdaq rules .
- Committees: CEO does not sit on committees; Audit (Chair: Fabiana Fedeli), Compensation (Chair: Charles Casamento), Nominating/Governance (Chair: John Glasspool) .
- Meetings/attendance: Board held five meetings in FY2024; all directors attended .
- Board class/term: Traversa is Class II; term from the 2025 annual meeting runs 12 months .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO SCT Total ($) | 3,194,828 | 2,071,096 | 1,800,723 |
| PEO Compensation Actually Paid ($) | (21,448,797) | 174,347 | (699,229) |
| Avg Non-PEO NEO SCT Total ($) | 2,010,474 | 1,176,567 | 988,395 |
| Avg Non-PEO NEO CAP ($) | (8,559,484) | 191,662 | (19,975) |
| TSR – $100 investment (Value) | 10.90 | 12.91 | 1.62 |
| Net Income ($) | 0 (not required) | 0 (not required) | 0 (not required) |
- 2024 strategic pivot: Following December 2024 Phase 3 analysis indicating REL-1017 was unlikely to meet primary endpoint, RLMD paused REL-1017 and P11, and executed two business development transactions (NDV-01 in-licensed from Trigone; sepranolone acquired from Asarina) to diversify pipeline and focus on nearer-term value drivers .
- 2025 pipeline milestones: NDV-01 Phase 2 data at AUA 2025; FDA interactions and potential registration-track study late 2025/early 2026; sepranolone Phase 2 planning and Tourette/PWS studies targeted late 2025/early 2026 .
- Financial posture: Cash and investments ~$44.9M at 12/31/2024; 2024 net loss $79.98M; operating cash burn similar to 2023, with guidance to fund into H1’26 .
Compensation Structure Analysis
- Pay-for-performance calibration: 2024 say-on-pay failed; company engaged investors, then froze 2025 salaries and paid no FY24 bonuses or FY24 LTI, emphasizing cost reduction and alignment with shareholder feedback .
- Shift in mix: 2024 shows zero new equity awards and elevated “all other compensation” due to retention cash replacing options not approved by shareholders in 2023—this reduces performance leverage (vs. options) and may be viewed as a governance concession to investor pushback .
- Metrics transparency: Annual bonus tied to corporate and individual goals, but specific metric weights/targets not disclosed publicly; clawback policy adopted in 2023 meets SEC/Nasdaq standards .
- Anti-hedging gap: No policy prohibiting hedging by insiders disclosed—an alignment red flag for some investors .
Related Party Transactions
- Esmethadone IP license/assignments reference parties affiliated with RLMD co-inventors; disclosure references the CEO in the IP agreement context .
- Psilocybin license (Arbormentis LLC): Upfront cash/warrants and milestones; scientists affiliated with Arbormentis include RLMD-connected individuals; program paused in 2025 prioritization .
Compensation Peer Group (Benchmarking)
- The Compensation Committee targets pay around market median for pre-commercial biotech using the Radford Global Database; peer names not listed in proxy .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation received a negative outcome; Board engaged investors and committed to improve alignment and disclosures; subsequent decisions eliminated FY24 bonuses/LTI and froze 2025 salaries .
Equity Ownership & Pressure Indicators
- Ownership alignment: High beneficial ownership (9.1%) by CEO supports alignment with shareholders .
- Vesting/expiration pressure: Majority of options expire 2029–2033, reducing near-term forced exercise dynamics; multiple large-strike tranches exist ($19.03–$43.47), with vesting still outstanding on some grants .
- Hedging policy gap: Absence of anti-hedging prohibition can weaken alignment if insiders hedge exposure .
Board Service History and Committee Roles (Director)
- Director since 2012; not independent; serves on the Board while holding CEO role; Board leadership is separated (independent Chair) mitigating dual-role concentration risk .
- No committee assignments disclosed for CEO; committee chairs and independent composition detailed above .
- Attendance: Board met five times in 2024; all directors attended .
Investment Implications
- Alignment: CEO’s 9.1% beneficial ownership is a strong alignment signal; however, lack of an anti-hedging policy and the 2023 option-to-cash substitution introduce governance considerations .
- Incentives: 2025 salary freeze and no FY24 bonus/LTI indicate a hard pivot to cost discipline and milestone-driven value creation; equity overhang remains material under 2014/2021 plans, with CIC acceleration provisions typical for biotech attracting key talent .
- Retention risk: Double-trigger CIC, sizable severance (24–30 months), and large unexercised option inventory reduce near-term flight risk; upcoming clinical/regulatory milestones (NDV-01, sepranolone) are the primary drivers of realized value and pay outcomes .
- Trading signals: Watch for Form 4 activity around option expirations (limited near-term quantities) and for shareholder votes on equity plan share increases; also monitor say-on-pay trend in 2025 following 2024 failure .