Eric Schoen
CASSAVA SCIENCESAbout Eric Schoen
Eric J. Schoen has served as Chief Financial Officer of Cassava Sciences since 2018, following senior finance leadership roles at Aspira Women’s Health (formerly Vermillion) and nine years at PricewaterhouseCoopers in audit, transaction services, and global capital markets; he holds a B.S. in Finance from Santa Clara University . As of April 2025, his amended employment agreement sets base salary at $475,000 and an annual target bonus at 40% of base salary . Cassava emphasizes stock options as the primary long-term, performance-based compensation instrument, granted at fair market value and typically time-based; the company reported no performance awards (e.g., PSUs) in 2024 and does not maintain executive stock ownership guidelines, though it adopted a Dodd-Frank executive compensation clawback policy on October 2, 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aspira Women’s Health (Vermillion) | Vice President; Senior Vice President, Finance; Chief Accounting Officer | 2011–2017 | Led finance and accounting at a publicly held women’s health company |
| PricewaterhouseCoopers | Audit & Assurance; Transaction Services; Global Capital Markets | 9 years | Built capital markets and transactional rigor; foundation in audit and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in SEC biographies | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $460,000 | $475,000 |
| Target Bonus (%) | N/A; no annual targets in place for Schoen in 2024 | 40% of base (effective Apr 2025 agreement) |
| Actual Cash Bonus ($) | $0 (no bonuses paid to executive officers in 2023) | $250,000 (discretionary, approved May 20, 2024) |
Performance Compensation
Stock Option Grants and Vesting
| Grant Date | Securities Underlying Options (#) | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 10/3/2023 | 150,000 | 17.54 | 2,532,825 | 36-month monthly vesting (1/36 per month starting one month after vest start) | 10/3/2033 |
| 5/20/2024 | 25,000 | 22.10 | 531,072 | 48-month monthly vesting (1/48 per month starting one month after vest start) | 5/20/2034 |
| 9/6/2024 | 100,000 | 26.91 | 2,594,700 | 2-year cliff schedule: 50% on 9/6/2025; 50% on 9/6/2026 | 9/6/2034 |
Notes:
- Options are granted at fair market value and used as the primary long-term incentive; Cassava does not grant performance share units and reported “No Performance Awards” in 2024 .
- In 2024, Cassava disclosed grants timing around certain SEC filings; Schoen received 25,000 options on 5/20/2024 and 100,000 on 9/6/2024 with the fair values shown above .
Annual Bonus Mechanics (Schoen)
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Discretionary cash bonus | — | No target established | N/A | $0 | — |
| 2024 | Discretionary cash bonus | — | No preset targets for Schoen | Corporate performance evaluation by Compensation Committee | $250,000 approved May 20, 2024 | Paid in cash |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 96,916 shares; less than 1% of outstanding (48,307,896 shares as of Mar 27, 2025); includes 85,416 options exercisable within 60 days |
| Options Exercisable (12/31/2024) | 58,333 (10/3/2023 grant) + 3,645 (5/20/2024 grant) = 61,978 total |
| Options Unexercisable (12/31/2024) | 91,667 (10/3/2023 grant); 21,355 (5/20/2024 grant); 100,000 (9/6/2024 grant) |
| Stock Ownership Guidelines | None; company has no ownership guidelines, goals, or holding requirements |
| Clawback Policy | Dodd-Frank clawback policy adopted Oct 2, 2023 for restatement-related recovery of excess incentive pay |
| Hedging/Pledging | Proxy contains a “Hedging and Pledging Policy” section; beneficial ownership table notes no known pledges that may result in a change of control |
| ESPP | Eligible, but named executive officers did not participate in 2024 |
Change-in-control acceleration valuation snapshots disclosed:
- As of Dec 31, 2023, if terminated for reasons other than cause following a change in control, Schoen’s unvested options had an aggregate intrinsic value of approximately $704,000 (stock price $22.51) .
Employment Terms
| Term | Key Provisions |
|---|---|
| Position & Duties | CFO; leads finance/accounting, investor interface, manages auditors; full-time devotion; outside boards allowed with prior written approval and no interference with duties |
| Base Salary | $475,000 (semi-monthly); subject to review |
| Target Bonus | 40% of base salary; annual bonus eligibility subject to criteria established by Board |
| Term | Indefinite; continues unless terminated per agreement |
| Severance – Without Cause or Resignation for Good Reason | Base salary through termination date; 12 months of base salary post-termination; up to 12 months company-paid medical plan coverage, subject to separation agreement condition |
| Change-in-Control Severance | If terminated without cause after a Change in Control, 12 months base salary and benefits; requires signed & non-revoked separation agreement |
| Change-in-Control Definition | Includes (i) beneficial ownership exceeding 50% of voting power or fair market value; (ii) sale of substantially all assets; (iii) post-merger/contested election board composition change; (iv) post-tender offer board change, with specified thresholds and exceptions |
| Good Reason Definition | Material base salary reduction; relocation >100 miles; material breach by company; material adverse change in duties; adverse reporting structure change, without consent |
| Paid Time Off | Executives do not accrue vacation/PTO; may use PTO as responsibilities allow; expenses reimbursed per policy |
| 409A Compliance | Deferred payments subject to separation from service; 6-month delay for specified employees if required |
Legacy severance disclosure (superseded by 2025 amendment):
- Prior proxy described “constructive dismissal”/without cause severance equal to base salary and benefits up to three months (or until re-employment), and change-in-control severance of 12 months; the April 2025 amendment restates severance to 12 months for without cause or good reason and for change-in-control termination .
Compensation Structure Analysis
- Mix shift toward equity options: Schoen received options in Oct 2023 (150,000), May 2024 (25,000), and Sept 2024 (100,000); fair values totaled $2.53M (2023) and $3.13M (2024) .
- Discretionary bonuses: No bonuses paid in 2023; a $250,000 discretionary cash bonus was granted in 2024, indicating some increase in fixed/near-cash compensation despite lack of pre-set metrics .
- No RSUs/PSUs or performance awards in 2024, pointing to time-based, option-centric incentives rather than metric-tied equity .
- No re-pricing of options; grants at FMV with stated vesting calendars .
Vesting Schedules and Potential Selling Pressure
- 10/3/2023 grant (150,000): vests monthly over 36 months; ongoing incremental vesting can create periodic liquidity windows .
- 5/20/2024 grant (25,000): vests monthly over 48 months; modest continual vesting .
- 9/6/2024 grant (100,000): cliff vests 50% on 9/6/2025 and 50% on 9/6/2026, concentrating potential exercise/sale pressure around these dates .
Performance & Track Record
- Tenure: CFO since 2018, with prior public-company finance leadership and Big Four training .
- Option exercises: Schoen had no option exercises in 2023, indicating no monetization during that year .
- Company TSR/revenue/EBITDA performance metrics specific to Schoen’s evaluation are not disclosed; Cassava’s program relies on option grants and discretionary bonuses rather than defined financial KPIs for Schoen in 2023–2024 .
Equity Ownership & Alignment Table
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 96,916; includes 85,416 options exercisable within 60 days; less than 1% of outstanding (48,307,896) |
| Ownership guidelines | None; no holding requirements |
| Pledging | No known pledges that may result in change of control; proxy notes no such arrangements |
| Clawback | Dodd-Frank clawback policy adopted Oct 2, 2023 |
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Economics |
|---|---|
| Severance (without cause / good reason) | 12 months base salary + up to 12 months employer-paid medical benefits; base salary through termination date |
| Change-in-control (double trigger) | 12 months base salary + benefits if terminated without cause after a Change in Control |
| Accelerated vesting | 2018 Omnibus Incentive Plan includes acceleration of unvested options upon termination other than for cause in connection with a change in control; Schoen’s unvested options had ~$704,000 intrinsic value at 12/31/2023 (stock $22.51); 2024 proxy presented zero intrinsic value for certain NEOs at $2.36 but did not quantify for Schoen |
Governance and Policies
- No stock ownership guidelines; insider trading policy governs trading windows .
- Clawback policy implemented to recover excess incentive compensation upon required restatements .
- Equity Compensation Plans: As of 12/31/2024, 4,470,170 options/warrants outstanding, weighted average exercise price $20.12; 1,023,595 shares remain available for issuance under approved plans .
Investment Implications
- Alignment levers: Compensation is dominated by time-based stock options with vesting stretching through 2026, which ties retention to equity value creation but lacks metric-based PSUs; absence of ownership guidelines reduces enforced “skin-in-the-game,” though current beneficial ownership includes significant near-term exercisable options .
- Selling pressure: Large cliff vest dates (50,000 shares each on 9/6/2025 and 9/6/2026) plus ongoing monthly vesting create identifiable windows where option exercises and potential sales may occur, relevant for trading liquidity and event-driven positioning .
- Retention risk: Severance economics are modest (1x salary and benefits; double-trigger on CoC), implying retention relies primarily on unvested option value rather than cash protections; discretionary bonus precedent exists but is not guaranteed .
- Governance risk mitigants: A formal clawback policy is in place; no evidence of option re-pricing; equity grants at FMV, and hedging/pledging oversight referenced; however, absence of ownership guidelines may be viewed as a governance gap by some investors .