Steve Ledger
About Steve Ledger
Steve Ledger, 65, is Chief Executive Officer and a Class II director of Serina Therapeutics (SER). He has served on the Board since December 2022, became Interim CEO in March 2024, and was appointed CEO on September 9, 2024 . Ledger previously served as Serina’s CFO (June 2021–March 2024) and holds a B.A. in Economics from the University of Connecticut . Company pay-versus-performance disclosures show cumulative TSR is tracked alongside net income; Serina reported a 2024 net loss of $11.141 million and presented cumulative TSR valuations for 2023 and 2024 in its table, indicating ongoing operating losses during Ledger’s early tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Serina Therapeutics | Chief Executive Officer | Sep 2024–present | Leading SER-252 registration path; equity-heavy incentives aligned to milestones . |
| Serina Therapeutics | Interim Chief Executive Officer | Mar 2024–Sep 2024 | Transition leadership post-merger; rebased governance structures . |
| Serina Therapeutics | Chief Financial Officer | Jun 2021–Mar 2024 | Finance leadership through merger/name change; capital structure navigation . |
| Tamalpais Partners, LLC | Founder/Managing Member | 2002–2012 | Special situations public equity investing; operational investing experience . |
| Fidelity, Kayne Anderson, eCompanies Venture Group, SF Sentry | Portfolio/Investment roles | Prior to 2002 | Public and venture investment roles; capital markets expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Form & Fiction Ventures (FFV) | Managing Partner | 2018–present | Venture studio focused on socially responsible seed/startups . |
| Caldwell Sutter Capital | Advisor | 2018–Feb 2022 | SEC-registered broker-dealer advisory; value-focused capital markets . |
| Entourage Genomics, Inc. | Co-founder and Board Director | Since Jun 2023 | Bioinformatics software spin-out from FFV . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 326,250 | 50% of base per employment agreement | 144,949 | Employment agreement sets base at $450k with auto-increase to $500k upon strategic goals; up to 50% target bonus and one-time bonus upon goals . |
| 2023 | 170,000 | Up to 25% (legacy discretionary) | 67,500 | Independent contractor compensation in 2023 (pre-CEO) . |
| Employment Agreement (Sep 2024) | Key Terms |
|---|---|
| Base Salary | $450,000; auto-increase to $500,000 upon attainment of certain strategic goals . |
| Target Bonus | Up to 50% of base; discretionary based on goals . |
| Severance | If terminated without cause: 12 months base salary + pro-rated bonus ≥ 50% of target . |
| Change-of-Control | No additional cash multiples; no extra payments under agreement . |
| Non-Compete/Non-Solicit | Non-compete 2 years post-employment; non-solicit 18 months . |
| Term | Indefinite until terminated . |
| Clawback | Company has Dodd-Frank-compliant clawback policy for financial restatements . |
| Hedging/Trading | Hedging prohibited; insider trading policy with windows and pre-clearance for designated insiders . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash incentive | Discretionary | Up to 50% of base | 2024 bonus paid $144,949 | Annual, per Compensation Committee . |
| Stock options (time-based) | N/A | N/A | Grant-date FV in 2024: $3,232,422 (aggregate) | 75% time-based: 1/4 at 12 months, then monthly over 36 months for 9/9/24 grant . |
| Stock options (performance-contingent) | N/A | Strategic goals | Portion (25%) vests upon strategic goals + same schedule as time-based . |
Option Grant/Vesting Specifics (Ledger):
- 7/29/2021: 113,962 options at $0.06, fully vested at grant; expires 7/29/2031 .
- 9/9/2024: 376,388 options at $7.40, time-based vesting: 25% at 12 months, then 36 monthly installments; expires 9/9/2034 .
- 9/9/2024: 125,463 options at $7.40, performance + time schedule; expires 9/9/2034 .
Equity Ownership & Alignment
| As-of Date | Direct/Common Shares | Options Exercisable (within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Sep 17, 2025 | 95,730 | 223,739 | 319,469 | 3.0% |
| Oct 22, 2024 | Indirect 227,927 via Ki Partners; 113,962 options X within 60 days; total 341,889 | 113,962 | 341,889 | 3.8% |
Notes:
- No pledging disclosure found; hedging transactions are prohibited by policy . No executive stock ownership guideline disclosures identified for executives in proxies reviewed .
- Outstanding unexercisable options at 12/31/2024 include 376,388 and 125,463 from 9/9/2024 grants; strike $7.40; expirations 9/9/2034 .
Employment Terms
| Provision | Details |
|---|---|
| Severance (No Cause) | 12 months base + pro-rated bonus (≥ 50% of target) . |
| CIC Treatment | No additional severance multiples specific to CIC; plan-level change-in-control acceleration may be available at Committee discretion, but Ledger agreement has no extra CIC cash . |
| Restrictive Covenants | 2-year non-compete; 18-month non-solicit . |
| Clawback/Hedging | Clawback aligned to NYSE American; hedging prohibited; insider trading windows and pre-clearance . |
Board Service & Governance
- Role and tenure: Class II director; on Board since December 2022; term subject to 2025 election cycle . Age listed 65; not designated as independent given CEO role .
- Committee roles: None; committees (Audit, Compensation, Nominating) comprised of independent directors; separation of CEO and Executive Chairman (Dr. Gill), mitigating CEO/Chair dual-role risk .
- Attendance: In 2024, directors serving met ≥75% attendance; Ledger attended the 2024 annual meeting .
- Director compensation: Employee-directors are not paid additional director fees/equity under the director policy .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Cumulative TSR – valuation of initial $100 | 30 (as presented) | (44) (as presented) |
| Net Income (Loss) $000s | 5,269 | (11,141) |
Context:
- Company is funding SER-252 registrational program with milestone-tied convertible note/warrant financing (up to $20M notes; warrants at $5.44), aligning capital with trial progress but introducing dilution risk .
- Compensation Committee uses largely discretionary goals; no quantified financial metrics disclosed for 2024 bonuses; clawback policy applies to financial restatements .
Compensation Structure Analysis
- Mix shift and equity leverage: Ledger’s 2024 total compensation ($3.70M) was dominated by option grant fair value ($3.23M), signaling high equity-at-risk versus cash ($326k salary; $145k bonus) . This increases alignment but also increases exposure to dilution and option strike price hurdles ($7.40) .
- From contractor to CEO: 2023 pay was $237.5k (contractor salary+bonus), moving to formal CEO agreement in 2024 with higher base/bonus and substantial equity participation .
- Incentive metrics: No fixed formulaic financial/KPI metrics are disclosed for 2024; bonuses remain discretionary, and a portion of options vest on strategic goals, which can improve focus but may reduce transparency on pay-for-performance rigor .
- Risk mitigants/red flags: Clawback policy in place; hedging prohibited; no tax gross-ups disclosed; no CIC cash multiples; evergreen increase to equity plan (5% annual) raises dilution sensitivity but supports talent retention in biotech .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting events: For 9/9/2024 grant, 25% cliff vests 9/9/2025 and the remainder monthly thereafter; performance-linked tranche vests conditioned on goals, then same schedule, which may create episodic liquidity windows as shares vest .
- Trading constraints: Insider trading policy requires pre-clearance and trading windows for designated persons, reducing ad hoc selling risk; company also prohibits hedging .
- Exercisable balance: As of 9/17/2025, Ledger had 223,739 options exercisable within 60 days, potentially adding supply if monetized, subject to policy windows .
Related Party and Ownership Context
- Concentrated holders: Juvenescence and affiliates held ~38.2% as of 9/17/2025; board representation (Bailey, Marshall) acknowledged with related-party oversight policy .
- Financing ties: 2024–2025 financings (preferred stock; unsecured convertible note and warrants) involved directors/affiliates (e.g., Bailey), with shareholder approvals sought to meet NYSE American 20% rules .
Director Compensation (for context on dual roles)
- Director policy: Non-employee directors receive retainers and option grants per policy; employees (including CEO) do not receive director fees; Executive Chairman has a separate agreement ($300k cash plus options) .
Say-on-Pay, Peer Group, Ownership Guidelines
- Not disclosed in reviewed proxies: No say-on-pay vote outcomes, no compensation peer group or target percentile, and no executive stock ownership guidelines identified in the materials reviewed .
Investment Implications
- Alignment: Ledger’s 2024 package is heavily equity-based with at-market strike ($7.40) and goal-conditioned vesting, aligning incentives to execution milestones and share appreciation; absence of CIC cash protections and presence of clawback and hedging prohibitions are governance positives .
- Retention risk: Severance is modest (12 months base + ≥50% target bonus pro-rata) versus biotech peers but equity overhang and evergreen plan support retention; performance-contingent vesting can both motivate and defer realizable value .
- Trading signals: Material option overhang with scheduled vesting and trading windows could create episodic selling pressure; however, pre-clearance/windows and strategic-goal-based vesting temper immediate liquidity events .
- Governance: CEO and Chair roles are separated (Executive Chairman is independent of CEO role), with independent committees and related-party oversight—important given large insider/affiliate ownership and financing ties .
- Performance backdrop: With continuing losses in 2024 and dilution risk from milestone-tied convertibles/warrants, execution on SER-252 milestones is pivotal; pay design concentrates upside if value inflects while limiting cash burn from executive pay .