Stephen Ma
About Stephen Ma
Stephen Ma is 53 and serves as Scilex’s Chief Operating Officer (effective October 1, 2025), Chief Financial Officer, Senior Vice President, Corporate Secretary, and a director appointed in September 2025; he was previously Chief Accounting Officer and Vice President of Finance. He holds a B.S. in Finance and an M.A. in Economics from San Jose State University, and has 15+ years of finance and operational experience across pharmaceuticals and venture-backed biotech, including strategic planning, commercial launches, debt financing, public offerings, and M&A . At Scilex he is a designated proxy holder alongside the CEO in the 2025 special meeting, reflecting central governance involvement . Company performance context is below.
Company performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $38.0M | $46.7M | $56.6M |
| EBITDA ($USD) | -$46.7M* | -$101.3M* | -$88.7M* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scilex Holding Company | CFO & SVP; Corporate Secretary; COO; Director | CFO/SVP since 9/22/2023; Secretary since 3/2024; COO effective 10/1/2025; Director since 9/2025 | Senior finance leadership; governance (proxy holder); expanded operational remit via COO appointment |
| Semnur Pharmaceuticals, Inc. (OTC: SMNR) | CFO | Appointed 9/22/2025 | Finance leadership at subsidiary; cross-entity oversight |
| Anwita Biosciences, Inc. | Director of Finance & Operations | 8/2019–1/2022 | Operations and finance in clinical-stage biotech |
| Semnur Inc. (f/k/a Semnur Pharmaceuticals, Inc.) | Sr. Director Finance & Controller | 5/2016–8/2019 | Controllership and finance functions |
| Globavir | Controller | Prior to 2014 | IPO process involvement |
| Ardelyx | Controller | 2014 IPO period | Public company readiness and financial controls |
| PDL BioPharma, Hyperion Therapeutics | Finance roles | Prior | Corporate finance roles |
External Roles
| Organization | Position | Start | Notes |
|---|---|---|---|
| Semnur Pharmaceuticals, Inc. (OTC: SMNR) | Chief Financial Officer | 9/22/2025 | CFO appointment disclosed in SCLX 8‑K |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 600,000 | 60% of base | — | 13,821 (401k match and life insurance premiums) | Compensation committee maintained 2024 salaries/targets |
| 2023 | 470,676 | 60% of base (approved 9/22/2023, effective 10/16/2023) | — | 2,769 | Reflects Chief Accounting Officer thru 9/2023 and CFO thereafter |
Performance Compensation
Equity awards (options) and vesting
| Grant Date | Shares (Options) | Exercise Price ($/sh) | Vesting Schedule | Expiration | Notes |
|---|---|---|---|---|---|
| 1/17/2023 | 10,000 | 282.80 | 1/48 monthly over 48 months from grant date | 1/17/2033 | Full acceleration on Change in Control per severance agreement |
| 10/4/2023 | 4,285 | 49.35 | 1/48 monthly over 48 months from grant date | 10/4/2033 | Full acceleration on Change in Control per severance agreement |
Option Repricing proposal (2025 Special Meeting)
- Eligible underwater options at $282.80 may be repriced to the fair market value on the shareholder-approved repricing date; Stephen Ma has 9,999 eligible options at $282.80 .
- Terms (numbers of shares, vesting, expiration) otherwise unchanged; repricing intended to restore retention/ incentive value amid stock price declines .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (as of 10/17/2025) | 15,923 common shares; less than 1% of outstanding; includes 15,271 options exercisable within 60 days and 652 shares held directly |
| Vested vs. unvested (12/31/2024, option table) | Exercisable: 1,924 (2019, $60.55), 1,443 (2020, $60.55), 4,792 (2023, $282.80), 1,192 (2023, $49.35). Unexercisable: 5,208 (2023, $282.80), 3,035 (2023, $49.35) |
| Ownership guidelines | Not disclosed in provided documents |
| Pledging/hedging | Not disclosed in provided documents |
| Director pay applicability | Employee directors receive no additional director compensation |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Scilex has not entered into an offer letter or employment agreement for Mr. Ma’s CFO/SVP/Secretary service |
| Termination without cause or resignation for good reason (pre‑CIC) | 12 months base salary paid monthly; 12 months benefits; vested options exercisable for 24 months post‑termination (or earlier expiration) |
| Change in Control (CIC) – CFO (Stephen Ma) | Lump sum: 2× base salary + 2× target bonus; benefits: $3,000 × 24 months; full acceleration of all time-based vesting equity awards; options remain exercisable for ≥24 months post‑CIC (or earlier expiration) |
| Clawbacks/tax gross-ups | Not disclosed in provided documents |
| Perquisites & retirement | Participation in employee benefits on same basis as employees; company pays premiums for medical/vision/dental; 401(k) with 4% matching up to IRS compensation limits; no nonqualified deferred comp plans |
Board Governance
- Board role: Stephen Ma is a director in addition to being COO/CFO; employee directors are not compensated as non-employee directors .
- Committee memberships: Compensation Committee members are Yue Alexander Wu (Chair), Dorman Followwill, and Jay Chun; each meets Nasdaq independence requirements—Mr. Ma is not listed on this (or other) committees in disclosed materials .
- Non-employee director compensation policy: Annual Board retainer $82,500; committee chair $37,500; committee member $15,000; equity: initial 7,142 options, annual 2,857 options; employee directors receive no additional compensation .
- Independence and dual-role implications: Mr. Ma’s dual executive/director role concentrates authority and may limit independence (committees staffed by independent directors mitigate this in part) .
Director Compensation (Stephen Ma)
- As an employee director, he receives no incremental director compensation; compensation flows through his executive role .
Performance & Track Record Highlights
- Sarbanes‑Oxley certification: As Principal Financial Officer, Stephen Ma certified disclosure controls and financial reporting in the FY2024 Form 10‑K .
- Company revenue grew from $38.0M (FY2022) to $56.6M (FY2024); EBITDA remained negative over the period (see table above) .
- Governance role: Designated as proxy holder for the 2025 Special Meeting .
Compensation Structure Analysis
- Mix: 2024 compensation emphasizes fixed cash (salary) with equity incentives in the form of multi‑year vesting options; no cash bonus disclosed for 2024 .
- Risk/levers: Underwater options at $282.80 reduce realized incentive value, increasing dependence on repricing or future stock appreciation for alignment; repricing proposal aims to restore retention/incentive impact without increasing shares outstanding .
- CIC economics: 2× cash multiples plus full acceleration (single‑trigger upon CIC) create meaningful change‑of‑control payouts and could influence retention/transaction incentives .
Vesting Schedules and Insider Selling Pressure
- Ongoing 48‑month monthly vesting on 2023 grants creates steady potential supply; the $282.80 strike options remain far out‑of‑the‑money without repricing, reducing near‑term selling pressure but limiting alignment payoff; repricing would increase exercisability/realizable value and could modestly raise future sell pressure upon vest .
Equity Ownership & Alignment Checks
- Ownership % is <1%, with modest direct holdings and primarily option exposure; no pledging/hedging policy disclosures identified; ownership guidelines not disclosed .
- Employee director receives no director equity grants, focusing alignment through executive equity programs .
Related Party Transactions and Red Flags
- No Stephen Ma‑specific related party transactions were disclosed in the provided sections; company-level related agreements are disclosed elsewhere in the 10‑K –.
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in the available documents.
Compensation Peer Group
- Not disclosed in the available documents.
Expertise & Qualifications
- Finance leadership across public and private biopharma; IPO and public company finance experience; degrees in Finance and Economics; broad transactional background .
Work History & Career Trajectory
- Progression from controller/finance roles to senior finance leadership and C‑suite; expanded to COO responsibilities and board service in 2025 .
Compensation Committee Analysis
- Committee composed of independent directors (Wu, Followwill, Chun); responsibilities include executive pay, equity plan administration, and risk oversight; uses Compensia for compensation advice; 2024 base salaries/targets maintained per advisor input .
Investment Implications
- Alignment: Current equity exposure is largely via options, including deeply underwater grants; the proposed option repricing is a key catalyst for restoring retention and incentive alignment and could modestly increase future selling pressure as vesting continues .
- Governance: Dual executive/director role centralizes influence; committees populated by independent directors mitigate, but independence scrutiny persists—investors should monitor committee compositions and executive session practices .
- Risk/Retention: CIC terms (2× salary/bonus plus accelerated vesting) suggest strong retention through a transaction and potentially favorable executive incentives during strategic alternatives; however, negative EBITDA trends underscore execution risk on commercialization and pipeline milestones .
- Signals: No cash bonus disclosed for 2024 and reliance on equity incentives indicates a pay mix sensitive to share price outcomes; approval of repricing would be a clear signal of Board prioritizing retention over incremental dilution or cash comp increases –.
Notes: EBITDA values marked with * retrieved from S&P Global.