Badri Dasu
About Badri Dasu
Badri Dasu, age 62, is Chief Engineering Officer at Talphera (TLPH), a role he has held since September 2007. He holds a B.E. in Chemical Engineering (University of Mangalore) and an M.S. in Chemical Engineering (University of Tulsa). Company pay-versus-performance disclosures note cumulative TSR decreased over the last three fiscal years and net losses of $13.0M in 2024 and $18.4M in 2023, following net income of $47.8M in 2022 due to a non-cash gain, reflecting alignment between compensation actually paid and TSR trends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Talphera (formerly AcelRx) | Chief Engineering Officer | Sep 2007–present | Leads engineering; long-tenured executive overseeing device/process development |
| Anesiva, Inc. | VP, Medical Device Engineering | Dec 2005–Sep 2007 | Medical device engineering leadership at biopharma |
| AlgoRx Pharmaceuticals, Inc. (merged with Corgentech in Dec 2005) | VP, Manufacturing & Device Development | Mar 2002–Dec 2005 | Led manufacturing/device development; company merged with Corgentech |
| PowderJect Pharmaceuticals (acquired by Chiron in 2003; later Novartis in 2006) | VP, Manufacturing & Process Development | Jan 2000–Mar 2002 | Process development leadership at vaccine/drug delivery firm |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 395,922 | 407,800 |
| Stock Awards ($) | 8,580 | 15,107 |
| Option Awards ($) | 40,665 | 74,004 |
| Bonus ($) | 143,799 | 65,248 |
| All Other Compensation ($) | 13,200 | 13,800 |
| Total ($) | 602,166 | 575,959 |
| Current Compensation Terms | Value |
|---|---|
| Current Annual Base Salary (as of proxy date) ($) | 420,034 |
| Target Bonus (% of base) | Up to 40% |
Performance Compensation
2024 Cash Bonus Outcomes
| Metric | Target | Corporate Goal Achievement | Individual Goal Achievement | Blended Achievement | Actual Payout |
|---|---|---|---|---|---|
| 2024 Annual Bonus | $163,120 | —% (no corporate component) | 100% | 40% | $65,248 |
Equity Award Terms (Program Design)
| Award Type | Vesting | Notes |
|---|---|---|
| Stock Options | 25% on 1-year anniversary; then 1/48 monthly over next 36 months (time-based) | Annual executive grants; exercise price at grant FMV |
| RSUs | 1/3 on each anniversary over 3 years (time-based) | Annual executive grants; service-based vesting only |
| Performance Options (2018) | 50% upon FDA approval of DSUVIA by 2/15/2019; remaining 50% on 1-year post-approval | Achieved FDA approval on 11/2/2018; remaining vested on 11/2/2019 |
Outstanding Equity Awards (as of 12/31/2024)
| Vesting Commencement Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|
| 2/14/2024 | — | 88,000 | 1.03 | 2/14/2034 | 14,667 | 7,687 |
| 2/10/2023 | 13,406 | 15,844 | 1.76 | 2/10/2033 | 3,251 | 1,704 |
| 2/11/2022 | 6,905 | 2,844 | 8.03 | 2/11/2032 | 1,626 | 852 |
| 3/3/2021 | 4,686 | 313 | 37.60 | 3/3/2031 | — | — |
| 2/6/2030 (grant date) | 4,999 | — | 34.40 | 2/6/2030 | — | — |
| 2/11/2029 (grant date) | 4,999 | — | 50.20 | 2/11/2029 | — | — |
| 4/9/2028 (grant date) | 3,162 | — | 44.50 | 4/9/2028 | — | — |
| 1/22/2028 (grant date) | 5,749 | — | 40.00 | 1/22/2028 | — | — |
| 2/7/2027 (grant date) | 3,974 | — | 60.00 | 2/7/2027 | — | — |
| 2/10/2026 (grant date) | 3,499 | — | 68.00 | 2/10/2026 | — | — |
Note: RSUs next vest on each grant’s anniversary date (e.g., 1/3 of 2/14/2024 RSUs on 2/14/2025), subject to continuous service .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 112,089 |
| Ownership % of shares outstanding | Less than 1% (20,522,655 shares outstanding as of 8/29/2025) |
| Options exercisable within 60 days (included in ownership) | 96,483 |
| Pledging/Hedging Policy | Insider Trading Policy prohibits pledging and hedging by executives |
| Equity Compensation Plan (weighted avg exercise price across plans) | Company-wide: 1,999,823 securities, $12.48 weighted avg; remaining available 2,096,463 (as of 12/31/2024) |
Employment Terms
- Employment: Offer letter dated December 2010 (initial base salary $235,000); current base salary $420,034; eligible for target bonus up to 40% of base .
- Severance Plan (executive must elect to participate):
- Involuntary termination (no change in control): lump sum equal to 6 months base salary; up to 6 months COBRA reimbursement .
- Involuntary termination within 3 months before or 18 months after a change in control:
- C-level officers: 12 months base salary; 100% of target bonus; up to 12 months COBRA; 100% vesting of all unvested time-based equity; options exercisable up to 6 months post-termination .
- VP/SVP/EVP: 6 months base; greater of 50% of target bonus or prorated target; up to 6 months COBRA; identical equity acceleration and option exercisability .
- Single-trigger: no cash severance on change in control absent termination; unvested equity accelerates only if awards are not assumed by acquirer .
- 280G “best net” provision to avoid excise tax–driven value loss; reductions follow ordered hierarchy (cash, non-option equity acceleration, option equity acceleration, benefits) .
- Clawbacks/Deferred Compensation/Pension: Company discloses no tax gross-ups and no supplemental deferred compensation or pension plans for executives .
Compensation Structure Analysis
- Cash vs Equity Mix: Equity is a key component; annual grants of options and RSUs with meaningful at-risk profile; 2024 equity grant values landed near ~25th percentile vs peer group due to stock price constraints, despite design targeting 50th–75th percentile on percent-of-company basis .
- Shift in Instruments: Program remains a mix of options (longer-term value, require stock appreciation) and RSUs (retention, time-based); no indications of wholesale shift away from options, and no option repricing disclosed .
- Pay-for-Performance: 2024 bonus excluded corporate component due to NEPHRO study focus; Dasu earned 100% of individual goals and a blended 40% payout, aligning cash outcomes to disclosed goal attainment .
- Governance Safeguards: No single-trigger cash on change in control; pledge/hedge prohibitions; excise tax “best net” provision; no tax gross-ups .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited by Insider Trading Policy (alignment positive) .
- Option Repricing/Underwater Modifications: No such repricing disclosed (positive) .
- Severance Economics: Double-trigger model for cash; full vesting acceleration on CIC for time-based awards (standard market terms; watch equity overhang) .
- Say-on-Pay: Company seeks annual advisory vote; emphasizes pay-for-performance; no results disclosed in this filing .
Investment Implications
- Alignment: Moderate “skin in the game” (<1% ownership, with 96,483 options exercisable within 60 days) and heavy reliance on time-based equity grants align retention and long-term value creation, with additional performance-linked vesting history tied to FDA milestones (DSUVIA) .
- Vesting/Selling Pressure: Upcoming RSU vest dates (e.g., 2/14 annually for 2024 grant) and monthly option vesting can create periodic liquidity windows; inability to fetch Form 4 data limits real-time assessment of selling pressure (our Form 4 attempt returned unauthorized; recent trading behavior not available here) .
- Change-in-Control Economics: Double-trigger cash severance; 100% equity acceleration on CIC for time-based awards creates potential dilution and event-driven incentives common in small-cap biotech; “best net” 280G provision reduces excise tax drag .
- Execution Risk/Track Record: Long tenure and device/process development background support operational execution; company’s pay-versus-performance section shows CAP aligned with declining TSR and net losses, indicating compensation outcomes tied to shareholder returns and operating results in recent years .
Values retrieved from S&P Global for the following metrics when referenced: None in tables above.