Vincent LoPriore
About Vincent LoPriore
Executive Chairman of Tharimmune since May 9, 2025 and director since April 2025, age 57, with 30+ years in investment banking (Oppenheimer, Legg Mason, C.E. Unterberg Towbin), currently Partner at President Street Global (FINRA broker-dealer) and investment manager of Gravitas Capital LP . He holds significant equity influence via Gravitas (18.45% ownership as of Aug 26, 2025), aligning incentives but centralizing control at the board chair level . The company’s proxy and equity plan disclosures emphasize equity-based incentives, anti-hedging/pledging and clawback, but do not present TSR or financial performance metrics tied to his compensation; company-level performance metrics were not disclosed for his tenure in the documents reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oppenheimer & Co. | Investment banking roles | Began 1989 | Foundation of capital markets career |
| Legg Mason, Inc. | Senior positions | Not disclosed | Expanded sell-side and capital markets experience |
| C.E. Unterberg, Towbin | Partner, led special equities | Not disclosed | Completed >$150M private placements |
| Boutique/mid-sized firms | Leadership roles | Not disclosed | Focused on capital raising and regulatory navigation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| President Street Global, LLC | Partner & licensed representative | Current | FINRA-registered broker-dealer |
| Gravitas Capital LP | Investment manager | Current | Manages vehicle that holds THAR shares/warrants |
| Race to Erase MS; Cure Addiction Now | Philanthropic supporter | Not disclosed | Sector relationships; community initiatives |
Fixed Compensation
| Metric | Jun 11, 2025 (post-appointment) | Sep 8, 2025 (updated) |
|---|---|---|
| Base Salary ($) | $285,000 | $385,000 (increase of $100,000) |
| Target Bonus (% of base) | 60% | 60% (unchanged in filing) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting / Conditions |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company and individual targets | Not disclosed | 60% of base | Not disclosed | Committee discretion per employment agreement | Annual; specifics not disclosed |
| Equity Awards (options/RSUs) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Eligible for equity awards per employment agreement | Unvested time-based equity accelerates on termination without cause/good reason; vested options exercisable up to 60 months |
| Change-in-Control Severance | Compensation protection | Not applicable | 3x base + target bonus within 12 months of CoC | Not applicable | Increased from 2x to 3x by Comp Committee | Applies upon termination within 12 months of change of control |
| Clawback | Financial restatement recoupment | Not applicable | Not applicable | Not applicable | Administrator may recoup 3 years of excess incentive comp | Applies to executive officers per 2023 Plan |
Equity Ownership & Alignment
| Item | Amount / Detail |
|---|---|
| Total Beneficial Ownership | 1,121,770 shares (18.45% of outstanding) as of Aug 26, 2025 |
| Composition | 944,420 common shares via Gravitas Capital LP; 127,350 warrants via Gravitas; 50,000 options held directly (exercisable) |
| Unvested / Not Exercisable | Excludes 50,000 unvested options held directly; excludes 506,756 Gravitas warrants not exercisable until Jan 25, 2026 |
| Pledging/Hedging | Company policy prohibits hedging and pledging absent pre-clearance; as of Dec 31, 2024 none of directors/executives had pledged shares |
| Ownership Guidelines | Not disclosed in reviewed documents |
Employment Terms
| Term | Detail |
|---|---|
| Role & Effective Date | Executive Chairman effective May 9, 2025; employment agreement effective June 11, 2025 |
| Contract Length | 5 years, auto-renews for successive one-year terms unless 60-day notice |
| Base Salary & Bonus | $285,000 initially; increased to $385,000 on Sep 2, 2025; bonus target 60% of base |
| Severance (without cause / good reason) | 12 months base salary and health benefits; immediate vesting of unvested time-based equity; vested options exercisable up to 60 months or option expiry |
| Change-of-Control Economics | Payment increased to 3x base salary + target bonus upon termination within 12 months of CoC (from 2x previously) |
| Clawback | Executive officers subject to incentive compensation clawback under 2023 Plan |
| Non-compete / Non-solicit | Not disclosed in his agreement excerpt within the 8-K |
Board Governance
- Board Service History: Director since April 2025; Executive Chairman since May 9, 2025. Signed special proxy materials as Executive Chairman/Chairman in September 2025, evidencing board leadership role .
- Independence: Company identified independent directors as Anderson, Parikh, Kahler, and Stetz; LoPriore (as Executive Chairman) is not listed as independent, indicating non-independence by role .
- Committees: Committee compositions disclosed for 2024 (Audit: Anderson chair; Compensation: Bui chair; Nominating: Mazur chair); no subsequent committee assignments for LoPriore were disclosed in the reviewed 2025 filings .
- Board Attendance: 2024 attendance metrics disclosed (none <75%), but LoPriore joined in 2025; no attendance data for him in reviewed documents .
Compensation Structure Analysis
- Shift toward guaranteed pay: Base salary increased by $100,000 to $385,000 within three months of appointment; change-in-control protection escalated from 2x to 3x base+bonus, raising fixed protection levels relative to at-risk pay .
- Equity-heavy alignment via external fund: Significant ownership and warrants through Gravitas aligns incentives but concentrates voting power; large blocks of warrants become exercisable Jan 25, 2026, a potential supply overhang near that date .
- Governance protections: Anti-hedging/pledging policy and clawback regime mitigate misalignment and restatement risk .
- Equity plan capacity and dilution: 2025 special meeting sought to raise plan shares to 2,000,000 (approx. 17.5% fully diluted) with evergreen features, increasing capacity for future equity grants and potential dilution .
Risk Indicators & Red Flags
- Enhanced CIC severance (3x base+bonus) increases pay protection and potential misalignment in change-of-control scenarios .
- Concentrated control: Executive Chairman plus ~18.45% beneficial ownership via related investment vehicle may reduce board independence and elevate conflict potential, though no related-party transactions were reported in 2023–2024 per proxy .
- Upcoming warrant exercisability (Jan 25, 2026) could introduce selling pressure and dilution risk .
Investment Implications
- Alignment and influence: High personal/economic stake via Gravitas aligns LoPriore with equity holders but centralizes governance authority at a non-independent Executive Chairman, raising oversight and independence considerations .
- Pay protection and retention: The 3x CIC multiple and accelerated vesting provisions reduce retention risk but elevate potential payout in strategic transactions; salary uplift signals organizational reliance on executive leadership .
- Near-term supply risk: Large tranches of warrants not exercisable until Jan 25, 2026 present timing-sensitive overhang; monitor insider activity and secondary offerings around that window .
- Equity program expansion: The enlarged 2023 Plan capacity (and evergreen feature) supports talent attraction/retention but adds dilution pathways; track grant cadence and overhang metrics over the next 12 months .
