Esther Rajavelu
President and Chief Executive Officer; Chief Financial Officer and Treasurer at 
Spero Therapeutics
Spero TherapeuticsCEO
Executive
Board
About Esther Rajavelu
Esther Rajavelu is Spero Therapeutics’ President and Chief Executive Officer (effective May 2, 2025) and continues to serve as Chief Financial Officer and Treasurer; she previously served as Interim CEO from January 2025 and CFO/Chief Business Officer/Treasurer since November 2023 . She holds an MBA from The Wharton School and a BA in Economics and International Relations from Wesleyan University . Age 46 as disclosed in the proxy . Company performance context (pay vs performance disclosure): Spero’s TSR value of an initial $100 investment measured at year-end was $83 in 2021, $9 in 2022, and $8 in 2023, and net income (loss) was $(89,756)k in 2021, $(46,415)k in 2022, and $22,806k in 2023 .
Board governance: Rajavelu is nominated for election as a Class II director at the 2025 annual meeting; she is not listed among the independent directors and will serve as a management director if elected (Chairman: Frank E. Thomas) . Dual-role implications: she simultaneously holds CEO and CFO/Treasurer roles while serving on the board, which raises typical independence and concentration-of-authority considerations; committee membership for Rajavelu is not disclosed, and current Compensation Committee members are Cynthia Smith (Chair), Patrick Vink, M.D., and Kathleen Tregoning, all independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fulcrum Therapeutics, Inc. | Chief Financial Officer | Jan 2022 – Apr 2023 | Public biotech CFO; capital markets and strategic finance |
| UBS Securities | Senior Equities Research Analyst | Jul 2020 – Dec 2021 | Biopharma research coverage and investor advisory |
| Oppenheimer & Co. Inc. | Senior Equities Research Analyst | Jun 2018 – Jul 2020 | Biopharma research and market insights |
| Deutsche Bank | Equities Research Analyst | Jun 2014 – Jun 2018 | Sector analysis and institutional research |
| Ernst & Young Capital Advisors, LLC | Vice President, Life Sciences M&A and Capital & Debt Advisory | 2011 – 2014 | Transaction advisory (M&A/capital) in life sciences |
| Bank of America Merrill Lynch | Healthcare Investment Banking | 2006 – 2011 | Financing and strategic transactions (biotech/med devices) |
External Roles
No additional public company directorships or committee roles are disclosed for Rajavelu beyond her nomination to Spero’s board .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Sign-on/Retention Cash ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 73,769 | 40% (CFO agreement) | — | 50,000 sign-on | CFO/Chief Business Officer/Treasurer start 10/31/2023 |
| 2024 | 483,313 | 40% | 173,993 | — | Salary effective 1/1/2024; bonus paid in Q1 2025 |
| 2025 (pre-CEO) | 492,979 | 40% | — | Interim CEO monthly $20,000 from 1/10/2025 | Interim period supplement |
| 2025 (CEO) | 620,000 | 50% | — | 185,000 RSUs awarded (time-vest) | CEO effective 5/2/2025 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Tebipenem HBr execution objectives within GSK collaboration | 40% | Disclosed goals | Part of overall achievement (90%) | Annual bonus payout 90% of target; Rajavelu bonus $173,993 | Paid Q1 2025 |
| Tebipenem HBr regulatory objectives within GSK collaboration | 30% | Disclosed goals | Part of overall achievement (90%) | Included in above | — |
| Alliance management and business development | 15% | Disclosed goals | Part of overall achievement (90%) | Included in above | — |
| Fiscal discipline | 10% | Disclosed goals | Part of overall achievement (90%) | Included in above | — |
| Maintain corporate culture | 5% | Disclosed goals | Part of overall achievement (90%) | Included in above | — |
| 2024 Retention Cash Bonus (three installments) | — | $687,479 (75% of base + target + interim supplement) | First milestone achieved Apr 2025 | $229,159.67 paid May 2025 (first of three equal installments) | Milestones tied to PIVOT-PO progress and stock price appreciation/financial stewardship |
Notes:
- 2024 executive bonus payouts were set at 90% based on Compensation Committee assessment .
- Interim CEO supplement: $20,000 per full calendar month beginning January 10, 2025 .
Equity Ownership & Alignment
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (shares) | 43,682 | Less than 1% of 55,900,641 shares outstanding |
| Unvested RSUs (12/31/2024) | 225,000 | From 300,000 RSUs granted at hire; vest in 4 equal annual installments beginning on first anniversary of start date (Nov 2024) |
| Unvested RSUs (additional grant) | 199,866 | RSUs vest in four equal annual installments beginning on February 1, 2025 |
| Market value of unvested RSUs (12/31/2024) | $231,750 (225,000 at $1.03) | Market value based on $1.03 closing price at 12/31/2024 |
| Market value of second RSU grant (12/31/2024) | $123,462 (199,866 at $1.03) | Market value based on $1.03 closing price at 12/31/2024 |
| CEO appointment RSU award | 185,000 | Vests in four equal annual installments beginning on the first anniversary of May 2, 2025 |
| Cumulative RSUs granted under 2017 Plan (through 4/1/2025) | 486,005 | Aggregate count to individual since plan inception |
| Options (exercisable/unexercisable) | None disclosed for Rajavelu | Outstanding equity awards table shows RSUs for Rajavelu |
| Shares pledged as collateral | None disclosed | Proxy lists beneficial ownership; no pledging noted |
Additional reference: On April 1, 2025, SPRO closing market price was $0.69 (Nasdaq) , relevant for forward-looking award values.
Employment Terms
| Provision | Terms |
|---|---|
| CEO employment agreement (Amended & Restated, 4/28/2025) | Base salary $620,000; target annual bonus 50% of base; 185,000 RSUs; time-based vest over 4 years starting first anniversary of effective date |
| CFO employment agreement (10/31/2023) | Base salary initially $475,000 (prorated for FY23), target bonus 40% beginning FY24, sign-on $50,000; 300,000 RSUs vest in 4 equal annual installments beginning on first anniversary of start date |
| Interim CEO agreement (1/10/2025) | Additional $20,000 per full calendar month during interim period |
| Severance (without cause/for good reason) | 12 months base salary; pro-rated target bonus; continued company portion of health insurance premiums up to 12 months |
| Change-of-control (double trigger) | If terminated without cause/for good reason within 90 days prior to or within one year post-CoC: lump sum equal to 18 months base salary + 1.5x target bonus; acceleration of all unvested equity; continued company portion of health insurance premiums up to 18 months; requires release |
| Disability/Death | Pro-rated target bonus for period employed in year of termination |
Board Governance
- Board service: Nominated as Class II director for election at 2025 annual meeting (term would expire 2028 if elected) .
- Independence: Board’s independent directors list does not include Rajavelu; as CEO/CFO/Treasurer, she is not independent .
- Committee roles: Compensation Committee comprises independent directors (Cynthia Smith—Chair, Patrick Vink, M.D., Kathleen Tregoning); Rajavelu not listed on committees .
- Chair structure: Board Chairman is Frank E. Thomas; separation between Chair and CEO provides some counterbalance to CEO/CFO dual role .
- Attendance/Executive sessions: Not disclosed in the proxy excerpts reviewed.
Compensation Structure Analysis
| Year | Cash (Salary + Actual Bonus) | Equity (Grant-date RSU fair value) | Other Compensation | Total |
|---|---|---|---|---|
| 2023 | $123,769 ($73,769 salary + $50,000 sign-on) | $333,000 | $1,285 | $458,054 |
| 2024 | $657,306 ($483,313 salary + $173,993 bonus) | $188,190 | $10,984 | $856,479 |
Observations:
- Increase in cash mix in 2024 vs 2023 (higher base, bonus paid at 90% of target) while grant-date RSU value decreased YoY .
- 2024 retention cash award ($687,479 potential, milestone-based) adds guaranteed-like elements contingent on operational and stock stewardship milestones; first tranche paid May 2025 .
- No performance share units (PSUs) disclosed; equity awards are time-vested RSUs, reducing pay-at-risk sensitivity versus PSUs .
Equity Ownership & Alignment Commentary
- Direct ownership is modest at 43,682 shares (<1% of outstanding), indicating limited immediate downside alignment via common shares .
- Significant unvested RSUs (225,000 and 199,866 as of 12/31/2024, plus 185,000 CEO award) drive retention incentives and may create periodic selling pressure around annual vest dates (Nov/Feb/May anniversaries) subject to any 10b5-1 plans and blackout policies not disclosed here .
- No pledging disclosed; options not part of her current mix, limiting leveraged exposure .
Employment Terms Notes
- Severance and CoC economics are standard for small-cap biotech: 1x salary + pro-rated bonus for termination and 1.5x bonus + 18 months salary with full acceleration under double trigger at CoC, which can be value-accretive for executives in M&A events .
- Health benefit continuation periods (12/18 months) support transition stability .
Investment Implications
- Pay-for-performance linkage: Annual bonuses tied to core program execution (GSK collaboration on tebipenem HBr) and fiscal discipline—aligned with near-term catalysts; 90% payout in 2024 reflects strong progress against disclosed objectives . Retention award milestones include PIVOT-PO progress and stock price appreciation/financial stewardship, indicating management attention to both operational and market outcomes .
- Vesting/selling dynamics: Annual RSU vesting (hire-date anniversary, Feb 1, and CEO award anniversary) can lead to predictable windows of potential insider selling; watch Form 4s and 10b5-1 plan filings around those dates. Unvested RSU scale (424,866 as of YE 2024, plus 185,000 CEO grant) supports retention but may dilute if not coupled with value creation .
- Alignment: Limited direct share ownership (<1%) but substantial RSU exposure ties personal wealth to stock performance; no pledging disclosed (positive) .
- Governance risk: CEO + CFO/Treasurer dual role combined with board seat reduces independence and concentrates authority; however, an independent Chairman and independent Compensation Committee provide some oversight . Monitor committee oversight robustness and any future separation of CFO and CEO roles.
- Event risk: CoC terms include full acceleration and 18 months salary + 1.5x target bonus—M&A could crystallize significant executive value; investors should assess how this may influence strategic optionality .
- Catalyst focus: Management commentary underscores near-term PIVOT-PO Phase 3 update for tebipenem HBr; program prioritization may drive both performance-based payouts and stock outcomes .
Data sources: 2025 DEF 14A and 8-K filings; all figures and terms cited from the documents above .