Sireesh Appajosyula
About Sireesh Appajosyula
Sireesh Appajosyula is Chief Executive Officer (since June 11, 2025), a director (since July 2021), and previously Chief Operating Officer (appointed July 6, 2023) at Tharimmune. He holds a B.S. and Doctor of Pharmacy from Rutgers University and has prior operating and business development experience at 9 Meters Biopharma, Salix, Amgen, Critical Therapeutics, and Sanofi. Age: 49 (as of April 28, 2025 record date). The company did not disclose TSR or revenue/EBITDA growth attribution for his tenure in the proxy materials.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tharimmune | CEO | Jun 2025–present | Transitioned from COO to CEO; governance shift with Executive Chairman role created |
| Tharimmune | COO; Director | COO: Jul 2023–Jun 2025; Director since Jul 2021 | Elevated from board member; resigned as Chair/member of Nominating & Corporate Governance upon becoming COO |
| 9 Meters Biopharma (NMTR) | SVP, Corporate Development & Operations | Since Apr 2020 | Corporate development and operations in GI-focused biotech |
| Salix Pharmaceuticals | Medical affairs, commercialization, BD | Approx. 8 years (until acquisition by Bausch Health) | Commercial and BD roles through M&A cycle |
| Amgen; Critical Therapeutics; Sanofi (Aventis) | Various roles | n/d | Large-cap/SMID biotech and pharma operating experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Highpoint Pharmaceuticals, LLC | Managing Member | Since 2018 | Private R&D company |
| Channel BioConsulting, LLC | Managing Partner | Since 2015 | Search/evaluation advisory for biopharma portfolios |
Fixed Compensation
Multi-year NEO compensation (actual paid/accrued):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $184,615 | $407,108 |
| Bonus (paid/awarded) | $200,000 | $208,400 (50% cash, 50% options) |
| Option Awards (Grant-date FV) | $3,070 | $85,117 |
| Total | $387,685 | $700,625 |
Contractual base and subsequent changes:
- Employment agreement (COO, 7/11/2023): Base salary $400,000; target bonus 50% of base.
- After becoming CEO, Compensation Committee on Sep 2, 2025 set base salary at $385,000 (also for Executive Chairman), increasing the change-of-control payout multiple (below).
Performance Compensation
Plan design and outcomes:
| Element | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|
| Annual cash/equity bonus (2024) | 50% of base salary (Company + individual targets; metrics/weights not disclosed) | $208,400 | 50% cash / 50% options | Board discretion; metrics not itemized |
| Options (8/9/2024 grant) | n/a | 38,087 options | n/a | Vests in 12 equal monthly installments; strike $2.925; expires 8/9/2034 |
Notes:
- Bonus metrics (weights/thresholds) are not disclosed; the Board retains discretion to set and assess Company and individual targets.
- Equity awards adhere to plan rules; company has a recoupment (clawback) policy aligned with SEC Rule 10D.
Equity Ownership & Alignment
As of Aug 26, 2025 (record date for 2025 special meeting):
| Ownership item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 200,443 shares; 3.32% of outstanding | Includes 61,564 direct, 2,593 Highpoint, 21 Channel BioConsulting, and 136,265 options exercisable within 60 days; excludes 45,000 unvested options and 91,209 warrants |
| Options – exercisable | 136,265 | Included in beneficial ownership |
| Options – unvested | 45,000 (excluded) | Unvested options excluded from beneficial count |
| Warrants | 91,209 (excluded) | Not counted in beneficial ownership |
| Pledging | None by directors/officers as of 12/31/2024 | Insider Trading Policy prohibits hedging/shorting and prohibits pledging unless pre-cleared; company disclosed no pledges as of 12/31/2024 |
Outstanding equity awards (as of Dec 31, 2024):
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting terms | |---|---:|---:|---:|---| | 08/30/2019 | 102 | — | $29.70 | 08/30/2024 | n/a | | 03/21/2022 | 134 | — | $498.75 | 03/21/2032 | n/a | | 11/07/2023 | 67 | — | $59.14 | 11/07/2033 | n/a | | 08/09/2024 | 38,087 | 22,217 | $2.925 | 08/09/2034 | Vests in 12 equal monthly installments |
Stock ownership guidelines: Not disclosed in proxy materials. Anti-hedging/shorting in place.
Employment Terms
Employment agreement economics and protections (COO agreement effective 7/11/2023; as updated):
| Trigger | Cash severance | Benefits | Equity treatment | Other terms |
|---|---|---|---|---|
| Without Cause or Good Reason (non-CoC) | 12 months base salary | Health benefits up to 12 months or until covered elsewhere | Unvested forfeited; unvested time-based awards accelerated as if +6 months service; vested options exercisable up to earlier of 60 months or expiry | Release requirement; non-compete, non-solicit, non-disparagement and confidentiality apply |
| Death/Disability | Base through 90 days post-event + applicable plan benefits | Plan benefits as applicable | Next-year anniversary vesting acceleration; vested options exercisable up to earlier of 60 months or expiry | Release required for Disability |
| For Cause | Accrued comp only | As required by plans/law | Unvested forfeited; vested options exercisable 90 days | — |
| Change in Control (pending/prior/within 12 mo. after) – prior policy | 2x (base + target bonus); 24 months severance period | — | Full acceleration of unvested time-vesting equity; options exercisable up to earlier of 60 months or expiry | Release required |
| Change in Control – updated Sep 2, 2025 | 3x (base + target bonus) within 12 months of CoC (increased from 2x) | — | As above (full acceleration) | — |
Additional provisions:
- Term: 5 years with automatic 1-year renewals unless 60-day non-renewal notice.
- Base/bonus targets (COO agreement): $400,000 base; 50% target bonus; equity eligibility.
- 409A compliance for severance timing (six-month delay for specified employees if applicable).
Board Governance
- Director since July 2021; elected to the board in subsequent years (e.g., re-nominated in 2025 proxy). Not independent (management director).
- Committee history: Previously Chair and member of the Nominating & Corporate Governance Committee; resigned those committee roles upon appointment as COO on July 6, 2023.
- Leadership structure: As of Sep 18, 2025 special meeting proxy, the Board has an Executive Chairman (Vincent LoPriore), and Appajosyula serves as CEO.
- Attendance: Company disclosed that in 2024 none of its directors attended fewer than 75% of board and committee meetings.
- Anti-hedging/pledging: Prohibited (with limited pre-clearance for pledging); none pledged as of Dec 31, 2024.
Director Compensation (where applicable)
Board fee framework and 2024 disclosed payments:
- Standard cash retainers (paid quarterly): Board member $65,600; Audit Chair $15,000; Audit member $7,500; Compensation Chair $8,000; Compensation member $4,000; Nominating Chair $6,000; Nominating member $3,000.
- Initial/annual equity: Initial director option grant vests monthly over 1 year; annual grants at the meeting per committee determination.
Sireesh Appajosyula’s 2024 director compensation as disclosed:
- Fees earned: $5,413; Option awards (FV): $85,118; Total: $8,483.
Note: Although an employee and NEO in 2024, the proxy includes director compensation line items for him; company practices may permit board fees/equity for management directors in certain contexts.
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure for Mr. Appajosyula; company policy in place for review/approval of related person transactions.
- Legal proceedings: Company reported no director/officer legal proceedings per Item 401(f).
- Clawback: Plan permits recoupment of erroneously awarded incentive comp for executive officers per SEC Rule 10D.
- Repricing/modification of equity awards: Not disclosed.
- Say-on-pay and peer group: Not disclosed in available filings for 2024–2025.
Compensation Structure Analysis
- Shift in cash/equity mix: 2024 showed substantial increase in salary (to $407,108 paid) and bonus ($208,400 with 50% in options), indicating a balanced cash/equity posture aligned to retention and liquidity preservation.
- Performance metrics disclosure: Bonus tied to Company and individual targets at Board discretion; absence of explicit metric weightings/thresholds reduces pay-for-performance transparency.
- Change-in-control economics: CoC multiple increased from 2x to 3x (base + target bonus) in Sep 2025, strengthening retention but raising potential parachute costs; full acceleration of time-vesting equity at CoC continues.
- Clawback and anti-hedging/pledging policies support alignment and governance.
Investment Implications
- Alignment/skin-in-the-game: Meaningful ownership (3.32% beneficial, including sizable vested options) and no share pledging signal alignment; continued annual option grants sustain ownership trajectory.
- Retention risk: Elevated CoC multiple (3x) and long post-termination option exercise windows (up to 60 months) materially reduce near-term flight risk, but increase potential change-in-control costs.
- Pay-performance transparency: Discretionary bonuses without disclosed metrics/weights can be viewed as a governance weak point, potentially limiting investor confidence in strict pay-for-performance linkage.
- Governance structure: CEO is not Board Chair; existence of Executive Chairman and independent committee leadership mitigates dual-role concerns despite CEO serving as a non-independent director.
- Trading signals: Upcoming/ongoing equity grants (2024 and plan amendments to expand share reserve) and bonus structures partially in equity suggest continued use of stock-based retention; monitor Form 4s around vest dates and capital raise windows for potential selling pressure.
