Eduardo Martins
About Eduardo Martins
Eduardo Bruno Martins, M.D., D.Phil., has served as Chief Medical Officer (CMO) of Sagimet Biosciences since February 2021; he was 61 years old as of the 2024 proxy and holds an M.D. from Universidade Federal do Rio de Janeiro and a D.Phil. from the University of Oxford . His annual base salary was $475,000 in 2024 and increased to $500,000 effective January 1, 2025, with a target annual bonus equal to 40% of base salary . Corporate performance goals were determined achieved at 110% in 2023 and 100% in 2024, driving above-target and target bonus outcomes for executives, including Martins; Sagimet’s 2024 goals focused on denifanstat clinical development, pipeline/platform, financing and operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | Senior Director of Medical Affairs – Hepatitis | Dec 2010–Oct 2015 | Led hepatitis medical affairs for a major biopharma, supporting product strategy and physician engagement . |
| Eiger Biopharmaceuticals, Inc. | SVP, Liver & Infectious Disease Drug Development | Nov 2015–Aug 2017 | Directed liver and infectious disease development programs (clinical execution and portfolio advancement) . |
| Allergan, Inc. | VP, Clinical Development — Liver Disease | Aug 2018–May 2020 | Oversaw liver disease clinical development within a diversified pharma portfolio . |
| AbbVie Inc. | VP, Clinical Development | May 2020–Dec 2020 | Led clinical development functions during a transitional period pre-Sagimet . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bruno Martins Consulting LLC | Co‑founder | Sep 2017 | Provided scientific advisory services to biotech and pharma clients (strategic R&D consulting) . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Salary paid ($) | $442,930 | $475,000 | n/a (set salary in effect: $500,000) |
| Target bonus % of base | 40% | 40% | 40% |
| Actual bonus paid ($) | $202,840 (paid in 2024) | $190,000 (paid in 2025) | n/a |
| All Other Compensation ($) | $3,564 | $4,064 | n/a |
Performance Compensation
Annual Cash Incentive (Pay-for-performance)
| Item | 2023 | 2024 |
|---|---|---|
| Corporate goal achievement (%) | 110% | 100% |
| Target bonus | 40% of base salary | 40% of base salary |
| Payout ($) | $202,840 (reflects 110% of target) | $190,000 (reflects 100% of target) |
| Payment timing | Paid in 2024 | Paid in 2025 |
Equity Awards and Vesting
| Equity Type | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs granted (#) | 89,570 granted 11/17/2023 | None granted to Martins in 2024 | 34,000 granted (approved Feb 2025) |
| RSU grant-date fair value ($) | $265,127 | — | Not disclosed |
| RSU vesting | 25% on 7/18/2024, remaining 75% in equal annual installments over 3 years | n/a | Four equal annual installments (service-based) |
| Options granted (#) | 44,009 on 4/20/2023 | — | 138,000 (approved Feb 2025) |
| Option exercise price ($) | $13.51 (4/20/2023 grant) | n/a | Not disclosed |
| Option vesting | Equal monthly over 48 months (service-based) | n/a | Equal monthly over 48 months (service-based) |
Outstanding Equity Awards
| Grant | Details | 12/31/2023 | 12/31/2024 |
|---|---|---|---|
| Option (2/19/2021) | Strike $6.36; Exp. 2/18/2031; 25% after 1 year then monthly | Exercisable 140,351; Unexercisable 57,781 | Exercisable 189,878; Unexercisable 8,254 |
| Option (4/20/2023) | Strike $13.51; Exp. 4/19/2033; Monthly over 48 months | Exercisable 7,336; Unexercisable 36,673 | Exercisable 18,340; Unexercisable 25,669 |
| RSUs (11/17/2023) | IPO-linked RSUs; vest 25% on 7/18/2024, then annually | Unvested 89,570; MV $485,469 (as of 12/31/2023) | Unvested 67,178; MV $302,301 (as of 12/31/2024; $4.50 close) |
Equity Ownership & Alignment
| Metric | As of 4/10/2024 | As of 4/14/2025 |
|---|---|---|
| Beneficial ownership (# shares) | 172,910 | 246,593 |
| Ownership % of Series A | Less than 1% | Less than 1% |
| Direct shares | Not disclosed | 14,035 shares |
| Options exercisable within 60 days | Not disclosed | 232,558 shares |
| Pledging/Hedging | Insider trading policy and 10b5‑1 plan framework disclosed; pledging/hedging policy specifics not separately detailed in proxy . | |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy materials reviewed . |
Note: Company maintains a Compensation Recovery (clawback) Policy applicable to Section 16 officers, permitting recoupment of excess incentive compensation following restatements and up to 100% for specified misconduct, with a recovery window of up to three fiscal years .
Employment Terms
- Agreement history: Martins’ employment agreement effective July 19, 2023, amended and restated on June 5, 2024; initial term three years with automatic one-year renewals unless terminated earlier per terms .
- Compensation under agreement: Initial annual base salary $475,000; target annual bonus 40% of base; participation in broad-based benefit plans .
- Severance (outside change-in-control): If terminated without cause or resigns for good reason, lump-sum equal to six months of base salary plus up to six months COBRA premiums, subject to general release .
- Change‑in‑control (double trigger): If terminated without cause or resigns for good reason during CIC period, receives 12 months’ base salary, pro‑rated target bonus (or higher pre‑CIC target), up to 12 months COBRA, 100% acceleration of all unvested equity awards (performance‑based deemed at target), and option exercise window extended up to 12 months for vested awards .
- Base salary adjustments: In 2023, Martins’ annual base was increased to $461,000 following IPO; in 2024 it was $475,000; effective Jan 1, 2025 set at $500,000 .
Compensation Structure Analysis
- Mix shift: 2023 included substantial equity (RSUs $265k; options $595k), whereas 2024 compensation for Martins was primarily cash (salary $475k; bonus $190k) with no new equity grants to Martins; equity grants resume in 2025 (options 138k; RSUs 34k) .
- Incentive alignment: Annual bonus based on corporate goals achieved at 110% (2023) and 100% (2024); equity awards are time‑based, promoting retention but with CIC double‑trigger acceleration .
- Grant practices: RSUs tied to IPO anniversary cadence beginning 7/18/2024; options priced at fair market value and vest monthly over 48 months, consistent with standard tech/biotech structures .
- Clawback and trading controls: Section 16 clawback policy adopted under Dodd‑Frank and Rule 10b5‑1 policy in place for pre‑planned trading, mitigating misconduct risk but enabling scheduled sales .
Vesting Schedules and Potential Selling Pressure
- RSUs: 2023 RSUs vest 25% on 7/18/2024 and annually thereafter through 2027; 2025 RSUs vest in four equal annual tranches, creating periodic delivery events that can add supply .
- Options: Significant options already exercisable (e.g., 2025 table shows 232,558 options exercisable within 60 days), with additional monthly option vesting; Martins may utilize 10b5‑1 plans for orderly sales .
- CIC acceleration: 100% acceleration on a qualifying termination during CIC could front‑load equity liquidity for Martins, a consideration in M&A scenarios .
Performance & Track Record
- Corporate objectives: Board assessed 2023 corporate goals at 110% and 2024 at 100%, tied to denifanstat clinical progress, pipeline/platform development, financing, and operations; this supported Martins’ above‑target (2023) and target (2024) cash bonus outcomes .
- Role execution: As CMO since February 2021, Martins leads clinical development strategy, leveraging prior leadership roles at Gilead, Eiger, Allergan, and AbbVie .
Equity Ownership & Alignment Notes
- Beneficial ownership increased from 172,910 (as of April 10, 2024) to 246,593 (as of April 14, 2025); direct shares were 14,035 and options exercisable within 60 days were 232,558 in 2025; ownership remains <1% of Series A common stock, consistent with executive incentive alignment rather than control .
- No explicit pledging or hedging prohibitions are detailed in the proxy beyond insider trading and Rule 10b5‑1 policy references; stock ownership guideline specifics for executives are not disclosed in the reviewed materials .
Investment Implications
- Pay-for-performance alignment: Bonus outcomes directly follow Board‑assessed corporate goal attainment (110% in 2023; 100% in 2024), indicating compensation responsiveness to clinical and financing milestones; equity awards are time‑based rather than performance‑based, moderating direct TSR linkage .
- Retention risk: Multi‑year RSU and monthly option vesting provide steady retention incentives; double‑trigger CIC protection with full equity acceleration could motivate continuity through strategic events while posing potential overhang in M&A .
- Selling pressure signals: RSU delivery cadence (annual tranches) and large pools of exercisable options (232,558 within 60 days as of April 14, 2025) may create periodic supply, likely managed via Rule 10b5‑1 plans; monitor Form 4 activity for execution patterns .
- Governance and risk controls: Presence of a Dodd‑Frank‑compliant clawback and standard insider trading policies supports investor confidence; absence of disclosed pledging bans or ownership guidelines reduces formal alignment safeguards but not necessarily practical alignment given equity holdings and vesting .