Henry Ji
About Henry Ji
Henry Ji, Ph.D. is Executive Chairperson and, since 2025, Chief Executive Officer of Scilex Holding Company; he has served on Scilex boards since 2016, previously running Scilex Pharmaceuticals as CEO (2016–2019). He is 60 years old (as of May 1, 2025), holds a Ph.D. in Animal Physiology from the University of Minnesota and a B.S. in Biochemistry from Fudan University, and brings 20+ years of biopharma leadership including founding roles and C‑suite positions at Sorrento Therapeutics and Stratagene Genomics . Under his board leadership, Scilex’s revenue increased year over year in FY 2024 while EBITDA losses narrowed; the company also executed a 1‑for‑35 reverse split in April 2025 and later regained Nasdaq minimum bid compliance, both relevant to equity incentives and insider trading windows .
Company performance (recent fiscal years):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $46,743,000 | $56,590,000 |
| EBITDA ($USD) | -$101,285,000* | -$88,741,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scilex Pharmaceuticals Inc. | Chief Executive Officer | Nov 2016 – Mar 2019 | Led subsidiary operations; joined Scilex Pharma board in 2016 . |
| Semnur (wholly owned subsidiary) | Treasurer, Secretary, Director | Since 2013 | Founding governance of pain-focused subsidiary . |
| Stratagene Genomics, Inc. (subsidiary of Stratagene) | Co‑founder; President & CEO | 1997 – 1999 | Led genomic subsidiary startup within Stratagene . |
| CombiMatrix Corporation | Vice President | 2001 – 2002 | Managed strategic technology alliances . |
| Stratagene Corporation | Director Business Dev.; VP | 1999 – 2001 | Led licensing and product development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sorrento Therapeutics, Inc. | Co‑founder, Director (since 2006); CSO (2008–2012); Interim CEO (2011–2012); CEO & President (since 2012); Chairman (since 2017) | 2006 – present | Current executive leadership and board chair at a public biopharma; significant network interlock . |
| Vivasor Holding Company; Vivasor, Inc. | Chief Executive Officer | Current | Additional operating roles noted in 2025 proxy . |
| BioVintage, Inc. | Founder; President | Since 2002 | R&D company in innovative life sciences . |
| Celularity Inc. (Nasdaq: CELU) | Director | Jun 2017 – Jul 2021 | Prior public board service . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Cash Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 821,465 | 150% (set Sep 22, 2023, effective Oct 16, 2023) | — | — | 33,034,320 | 63,965 | 33,919,750 |
| 2024 | 1,250,000 | 150% (no change in 2024) | — | — | — | 11,651 | 1,261,651 |
Notes:
- Compensation Committee approved Dr. Ji’s base salary increase to $1,250,000 and bonus target of 150% on Sep 22, 2023, effective Oct 16, 2023 . Committee made no changes to NEO salary/bonus targets in 2024 .
Performance Compensation
Option awards and vesting:
| Grant Date | Type | Shares | Exercise Price | Vesting | Acceleration |
|---|---|---|---|---|---|
| Sep 20, 2019 | Director stock option | 58,048 | $60.55/share | Fully vested | N/A . |
| Jan 17, 2023 | Stock option | 257,142 | $282.80/share | 1/48 monthly over 48 months | Full acceleration upon Change in Control; options remain exercisable ≥24 months post‑CIC . |
| Oct 4, 2023 | Stock option | 5,714 | $49.35/share | 1/48 monthly over 48 months | Full acceleration upon Change in Control; options remain exercisable ≥24 months post‑CIC . |
Additional disclosures:
- Committee did not change NEO salary/bonus targets in 2024; specific performance metrics, weightings, and payout formulas for cash bonuses are not disclosed in proxies (scaled EGC disclosure) .
- Option Repricing proposal (Nov 2025): Dr. Ji had 440,733 options outstanding (price range $17.58–$282.80), with 257,142 “Eligible Options” at $282.80 targeted for repricing; NEOs/directors held ~94% of Eligible Options (group) — potential compensation structure modification and dilution risk .
Equity Ownership & Alignment
Beneficial ownership (includes options/warrants exercisable within 60 days of the stated date, per SEC rules):
| Metric | Mar 6, 2024 | Jan 31, 2025 | May 1, 2025 | Oct 17, 2025 |
|---|---|---|---|---|
| Common shares beneficially owned | 5,093,288 | 7,658,425 | 235,065 | 267,736 |
| % of common outstanding | 2.98% | 3.06% | 3.28% | 3.41% |
| Options exercisable ≤60 days (included above) | 4,490,041 | 6,977,541 | — | — |
Policies affecting alignment and selling pressure:
- Hedging/short sales prohibited; options trading and short‑term trading restricted; pledging restricted and requires pre‑clearance with demonstrated capacity to repay without resort to pledged shares . The 10‑K Insider Trading Policy states margin accounts and pledging are prohibited for directors and officers .
- Clawback policy compliant with SEC Rule 10D‑1 and Nasdaq 5608: recoupment of erroneously awarded incentive compensation for 3 completed fiscal years preceding any accounting restatement; applies to stock price/TSR‑based awards via reasonable estimation .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Scilex has not entered into an offer letter or employment agreement for Dr. Ji’s service as Executive Chairperson or Chief Executive Officer . |
| Severance (no CIC) | If terminated without cause or resigns for good reason prior to a change in control: one year base salary (paid monthly), 12 months of benefits, vested options exercisable for 24 months (or earlier expiry) . |
| Change‑in‑control (CIC) | Upon a CIC (single‑trigger): lump sum equal to 3× annual base salary and 3× target bonus, plus $3,000 × 36 for benefits; accelerated vesting of all time‑based equity awards; options exercisable for ≥24 months post‑CIC . |
| Equity vesting mechanics | Options vest 1/48 monthly over 48 months; certain plan footnotes provide for full acceleration if awards are not assumed in a Corporate Transaction, and double‑trigger acceleration within 13 months after a CIC under the 2019 plan footnote context . |
| Clawback | Company policy filed as Exhibit 97.1 to FY 2023 10‑K; administered by Compensation Committee . |
Board Governance
- Board service history: Executive Chairperson since Sep 22, 2023; previously Executive Chairperson Nov 2022–Aug 2023; Class III director, nominated to serve through 2028 if elected .
- Committee roles: Member of the Commercialization and Transaction Committee (C&T Committee); Audit, Compensation, and Nominating/Corporate Governance committees are composed of independent directors .
- Independence: Board determined a majority of directors are independent under Nasdaq rules; Dr. Ji and Mr. Shah are not independent due to executive roles .
- Attendance: In FY 2024, Board held 8 meetings; directors (other than one due to conflicts) attended ≥75% of Board/committee meetings; employee directors receive no additional director compensation .
Performance & Track Record
- Company metrics under board oversight: Revenues grew from $46.7m in FY 2023 to $56.6m in FY 2024; EBITDA loss narrowed year-over-year, supporting a directional improvement in operating leverage . EBITDA values from S&P Global: FY 2023 −$101.3m*; FY 2024 −$88.7m*.
- Capital structure actions: 1‑for‑35 reverse stock split effected April 15, 2025; unless otherwise indicated, proxy share/per‑share amounts reflect retroactive adjustment . Company announced regaining compliance with Nasdaq minimum bid price April 30, 2025 .
Values marked with * retrieved from S&P Global.
Compensation Structure Analysis
- Equity‑heavy pay mix in 2023 (large option award grant), followed by no new option grants for Dr. Ji in 2024; cash base increased to $1.25m with unchanged 150% target bonus, indicating higher fixed cash with ongoing at‑risk bonus .
- Options vest monthly over 48 months, creating a steady cadence of potential exercisability and, if 10b5‑1 plans are on file, possible periodic insider sales; policy‑mandated pre‑clearance and blackout windows mitigate timing risks .
- Option Repricing proposal (Nov 2025) to address deep‑out‑of‑the‑money grants (e.g., $282.80 strike) is a red flag for pay‑for‑performance alignment and potential dilution, though it may restore retention value and incentive efficacy amid post‑split trading dynamics .
Equity Ownership & Alignment
- Material beneficial ownership with a significant portion represented by options exercisable within 60 days; ownership percentages remained ~3–3.4% across 2024–2025 measurement dates, despite reverse split and share count changes, indicating durable economic exposure .
- Hedging prohibited; pledging restricted/pre‑clearance required or prohibited per policy; combined with clawback, governance frameworks reduce misalignment risk from derivative hedges or leverage against company stock .
Risk Indicators & Red Flags
- Option Repricing proposal targeting high‑strike options held largely by insiders (approx. 94% of eligible options held by three non‑employee directors and two executives), suggesting potential dilution and governance sensitivity to retention incentives .
- Single‑trigger CIC cash severance (3× salary and 3× target bonus) plus full acceleration could create perceived windfall risk in a transaction; investors often prefer double‑trigger structures .
- Leadership transitions: Former CEO Jaisim Shah resigned Aug 17, 2025; director resignation Sep 22, 2025 — execution continuity risk and board composition shifts .
Investment Implications
- Alignment: Large, long‑dated option exposure with monthly vesting, clawback enforcement, and hedging/pledging restrictions support alignment; however, proposed option repricing and single‑trigger CIC benefits weaken pay‑for‑performance optics and increase dilution/transaction windfall risk .
- Retention/trading signals: Underwater options and reverse split dynamics increase the likelihood of compensation adjustments; monthly vesting and 10b5‑1 plan allowances can drive periodic insider trading activity (subject to pre‑clearance/blackouts), which traders may monitor for sentiment and liquidity signals .
- Execution risk: CEO succession in 2025 and governance changes warrant scrutiny; despite revenue growth and improving EBITDA trajectory, high CIC multiples and potential repricing indicate balancing retention with shareholder dilution considerations .