Samuel J. Reich
About Samuel J. Reich
Samuel J. Reich, 50, serves as Chief Executive Officer and Chairman of the Board of SAB Biotherapeutics (SABS). He has been a director since 2020, became Chairman in 2021, and was appointed CEO on January 30, 2024 . The Board explicitly combines the Chair and CEO roles to leverage his operational insight; nine of eleven directors are independent, and independent directors meet in executive sessions to counterbalance the dual role . Operational performance during his tenure shows modest revenue and negative EBITDA at this early stage: FY 2023 revenue $2.24m vs FY 2024 $1.32m, while EBITDA was negative in both years; quarterly EBITDA remained negative through Q3 2025 . Values marked with an asterisk are from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $2,238,991 | $1,322,410 |
| EBITDA ($USD) | -$34,330,038* | -$38,117,925* |
Values retrieved from S&P Global
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $114,698* | N/A* | N/A* | N/A* |
| EBITDA ($USD) | -$9,223,127* | -$9,993,801* | -$8,957,544* | -$11,913,500* |
Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAB Biotherapeutics (SABS) | Chairman of the Board | 2021–present | Governance, investor engagement; oversight of compensation and equity programs |
| SAB Biotherapeutics (SABS) | Chief Executive Officer | 2024–present | Operational leadership; restructuring equity plan, financing initiatives |
External Roles
No external directorships or committee roles for Mr. Reich are disclosed in the 2025 proxy statements. Skip.
Fixed Compensation
| Element | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($USD) | $350,000 | $518,300 | Employment agreement provides annual base salary of $525,000 effective with CEO role |
| Director Fees | N/A | N/A | Mr. Reich is an employee-director; non-employee director fee schedule does not apply |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Non-Equity Incentive (Cash) | Corporate and individual performance goals | Not disclosed | Not disclosed | $250,000 paid for FY 2024 | Paid after year-end; policy caps and ties to corporate goals |
| Stock Options (2022 grant) | Service-based (time vesting) | N/A | N/A | 52,500 options @ $7.11; 25% at 1-year, then monthly over 36 months | 4-year vest schedule (25%/36 mo) |
| Stock Options (2023 grant) | Service-based | N/A | N/A | 52,500 options @ $5.35; same vesting schedule | 4-year vest schedule |
| Stock Options (2024 grant) | Service-based | N/A | N/A | 434,000 options @ $5.17; same vesting schedule | 4-year vest schedule |
| Stock Options (2024 grant) | Service-based | N/A | N/A | 35,700 options @ $2.90; same vesting schedule | 4-year vest schedule |
Additional equity details (unexercised/exercisable, strike, expiry) at 12/31/2024:
| Option Detail | Qty Exercisable | Qty Unexercisable | Exercise Price | Expiry |
|---|---|---|---|---|
| Legacy (strike $111.70) | 35,000 | — | $111.70 | 11/16/2031 |
| Legacy (strike $17.80) | 700 | — | $17.80 | 3/15/2032 |
| Sept 2022 grant | 29,531 | 22,969 | $7.11 | 9/12/2032 |
| Mar 2023 grant | 22,968 | 29,532 | $5.35 | 3/13/2033 |
| Feb 2024 grant | — | 434,000 | $5.17 | 2/20/2034 |
| Jul 2024 grant | — | 35,700 | $2.90 | 7/15/2034 |
Equity Ownership & Alignment
| As of Date | Shares Beneficially Owned (Common) | Ownership % (Common) | Voting Power % | Notable Items |
|---|---|---|---|---|
| March 21, 2025 | 303,385 | 3.19% | 1.87% | Includes 225,720 options exercisable within 60 days; 54,769 shares via Big Cypress Holdings subject to vesting |
| August 1, 2025 | 367,755 | 3.44% | “*” (<1%) | Includes 290,090 options exercisable within 60 days; 54,769 via Big Cypress Holdings; 996 warrants |
Stock ownership guidelines apply to executive officers; clawback policy for erroneous performance-based pay due to intentional misconduct; hedging transactions are prohibited. No pledging policy was disclosed .
Employment Terms
- Employment Agreement: Chairman agreement dated Nov 17, 2021, retained upon appointment as CEO on Jan 30, 2024; base salary $525,000 .
- Severance (without Cause or non-renewal): 1x base salary lump sum; accrued but unpaid annual bonus; 100% acceleration of unvested equity; 12 months COBRA premium reimbursement .
- Potential Payments Table at 12/31/2024: Salary-only amounts shown (equity/perquisites not quantified) — Reich $525,000 .
- Restrictive covenants: standard nondisclosure/invention assignment and arbitration .
Board Governance
- Board Service: Class III Director; Chairman of the Board; CEO .
- Independence: Nine of eleven directors are independent; Mr. Reich is not independent as CEO .
- Committees: Audit, Compensation, and Nominating committees composed entirely of independent directors; Mr. Reich is not listed as a committee member .
- Executive Sessions: Independent directors held seven sessions in 2024 .
- Attendance: The Board held seven meetings in 2024; each director attended at least 75% of meetings and assigned committees .
- Dual-role implications: The Board believes combined Chair/CEO enhances information flow and advice; independent oversight and sessions are used as checks .
Compensation Structure Analysis
- Mix shift: 2024 saw a large increase in equity-based compensation via sizable 2024 option grants (434k and 35.7k options) alongside a higher cash salary and a $250k cash bonus versus 2023’s lower salary and equity .
- Performance metrics: Cash incentives tied to corporate and individual goals; specific metrics and weightings not disclosed. Compensation committee caps cash awards and applies clawbacks .
- Equity award design: All recent options are time-vested (25% at first anniversary, then monthly), reducing direct pay-for-performance linkage; no option repricings permitted without stockholder approval .
- Severance/CoC: Single-trigger full equity acceleration on termination without cause or non-renewal is shareholder-unfriendly and may weaken retention of unvested equity as a lever; plan-level treatment in a corporate transaction permits acceleration or cash-out if awards aren’t assumed .
Related Party Transactions
- Policy: Audit committee pre-approves and reviews related party transactions over $120,000 with detailed standards and best-interest test .
- Indemnification: Standard indemnification agreements for directors and officers .
Performance & Track Record
| Item | 2023 | 2024/2025 | Notes |
|---|---|---|---|
| Revenues ($USD) | $2,238,991 | $1,322,410 (FY24); Q4 2024 $114,698* | Early-stage program revenue cadence; quarterly revenue limited |
| EBITDA ($USD) | -$34,330,038* | -$38,117,925* (FY24); Q1–Q3 2025 negative* | Reflects R&D/pre-commercial profile; continued investment* |
Values retrieved from S&P Global
Legal/regulatory risk: No director/officer legal proceedings requiring disclosure under Reg S-K Items 103(c)(2) or 401(f); insider trading policy prohibits hedging .
Director Compensation (Context)
Non-employee director fee and equity policy summarized; annual retainer $30,000 plus committee fees; equity grants in options (initial 35,000, annual 20,000) with standard vesting. Applies to independent directors, not to Mr. Reich as an employee-director .
Capital Structure and Overhang (Trading Signal Context)
A July 2025 private placement issued 1,000,000 Series B Preferred (auto-convert at $1.75 post stockholder approval) with warrants up to 1,500,000 additional Series B shares. Full conversion could increase common shares outstanding by ~250 million, representing material dilution and potential market overhang; Series B has beneficial ownership blockers, and holders lack voting rights on common matters .
Investment Implications
- Alignment: Reich holds meaningful equity and large time-vested option grants, aligning upside to share appreciation; robust executive stock ownership guidelines and clawback policy bolster governance .
- Pay-for-performance: Heavy time-based options and single-trigger full acceleration on termination weaken strict pay-performance linkage; lack of disclosed KPI weightings complicates ex-ante alignment assessment .
- Retention and selling pressure: Monthly vesting across multiple large grants creates a steady supply of potential sellable shares once vested; hedging is prohibited, pledging not disclosed .
- Risk profile: Early-stage financials (low revenue, negative EBITDA) and significant capital structure dilution risk from Series B conversion point to continued financing needs and volatility; governance mitigants include independent committee oversight and regular executive sessions .
- Dual-role governance: Combined Chair/CEO model is offset by a majority-independent board and independent committee structures; investors may still prefer a defined Lead Independent Director to strengthen checks and balances .
Values retrieved from S&P Global