Raffi Asadorian
About Raffi Asadorian
Raffi Asadorian (age 55) has served as Chief Financial Officer of Talphera, Inc. since August 2017, with prior CFO roles at Amyris (2015–2017) and Unilabs (2009–2014), and senior finance/M&A leadership at PwC and Barr/PLIVA (SVP & CFO of PLIVA business, 2007–2009) . During 2022–2024, Talphera’s TSR (fixed $100 investment) declined from $20.17 to $4.68, and net income moved from a $47.8M gain in 2022 (non-cash royalty extinguishment) to a $13.0M loss in 2024, informing pay-versus-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amyris, Inc. | Chief Financial Officer | 2015–2017 | Led finance for a commercial-stage biotech; transitioned prior to 2017 |
| Unilabs | Chief Financial Officer | 2009–2014 | CFO of PE-owned diagnostics, overseeing finance transformation |
| PwC (Transaction Services) | Partner, M&A advisory | Pre-2007 | Advised Barr on PLIVA acquisition; deep M&A/transactions experience |
| Barr/PLIVA | SVP & CFO (PLIVA business) | 2007–2009 | Oversaw ex‑US operations until Barr’s acquisition by Teva |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Asadorian |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $488,668 | $505,771 |
| Target Bonus (%) | 40% | 40% |
| Actual Cash Bonus Paid ($) | $181,394 | $80,923 |
| All Other Compensation ($) | $13,200 | $13,800 |
Notes:
- 2024 bonuses for NEOs paid only for individual goals; corporate component was set to 0% due to prioritization of NEPHRO study; Asadorian achieved 100% of individual goals, translating to 40% of target bonus paid .
Performance Compensation
Annual Equity Awards (selected grants)
| Grant Year | Instrument | Number | Exercise Price | Grant/Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | Stock Options | 108,000 (unexercisable) | $1.03 | Grant 2/14/2024; 4‑yr vest (25% at 1yr, then monthly) | $90,823 (option awards) |
| 2024 | RSUs | 18,000 | — | 3‑yr vest in equal annual installments | $18,540 (stock awards) |
| 2023 | Stock Options | 19,094 (unexercisable) | $1.76 | Grant 2/10/2023; 4‑yr vest schedule | Included in 2023 option awards $49,007 |
| 2023 | RSUs | 3,917 | — | 3‑yr vest in equal annual installments | Included in 2023 stock awards $10,340 |
Vesting policy:
- Options vest 25% at 1‑year anniversary then 1/48 monthly; RSUs vest one‑third annually over three years .
Performance-linked equity:
- Performance-based options: 51,250 options that vest 100% contingent upon FDA approval of Niyad (unvested until approval) .
- Prior performance options linked to share price did not vest and were returned to the plan (3,435) .
2024 Cash Bonus Design and Outcomes (CFO)
| Metric | Weighting | Target | Actual | Payout Basis | Notes |
|---|---|---|---|---|---|
| Corporate Objectives (advance product portfolio; maintain capitalization) | 60% | Board-set goals | Committee assessed 35% achievement, but set corporate bonus component to 0% for 2024 | 0% of corporate component | NEPHRO study prioritization drove zero corporate payout |
| Individual Objectives (CFO) | 40% | CFO goals | 100% achieved | 40% of target bonus paid | Supported cash flow plan, tranched equity financing, royalty monetization, legal/SEC/Nasdaq compliance |
Compensation governance:
- Peer group benchmarking (Radford/Aon); base/annual incentives targeted ~50th percentile; long-term equity targeted 50th–75th percentile on percent-of-company basis, though 2024 grant values landed ~25th percentile given stock price/share usage .
- No pension/retirement plans; no tax gross-ups; clawback policy adopted Nov 2023 per SEC/Nasdaq rules .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Options Exercisable within 60 days |
|---|---|---|---|
| Raffi Asadorian | 140,576 | <1% | 122,322 |
Additional alignment policies:
- Insider Trading Policy prohibits pledging/hedging of company stock by officers/directors/employees .
- Executive stock ownership guidelines not disclosed for executives (director limits disclosed separately) .
Outstanding awards snapshot (selected):
- 2024 grants: 108,000 options (unexercisable), 18,000 RSUs; plus earlier grants at higher strikes remain outstanding .
- Weighted-average exercise price across company options: $12.48; total outstanding options company-wide 1,786,900 as of 12/31/2024 .
Employment Terms
- Employment start: CFO since August 2017 .
- Current base salary: $520,944; target bonus: up to 40% of base .
- Severance (Severance Benefit Plan): Upon involuntary termination not in change-in-control, 6 months base salary + up to 6 months COBRA; CIC window (3 months pre/18 months post): C‑level officers receive 12 months base salary, 100% of target bonus, up to 12 months COBRA, 100% vesting of time-based equity, with extended option exercisability .
- July 2025 amendment for Asadorian: CIC severance increased to 18 months base salary and up to 18 months COBRA reimbursement (from 12 months) .
- Clawback: Executive compensation recovery policy adopted Nov 2023; applies to incentive pay based on financial metrics in event of restatements (3-year lookback) .
Compensation Structure Analysis
- Pay-for-performance: 2024 corporate bonus set to 0% despite partial goal achievement, emphasizing discipline and NEPHRO milestone prioritization .
- Equity mix: Continued shift to RSUs + options; no repricing authority without shareholder approval; minimum 12-month vesting for awards (5% pool exception) .
- Peer benchmarking: Aimed at median for cash; equity percent-of-company approach led to lower reported grant values (~25th percentile) due to share price constraints .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay (Proposal 3): Votes For 4,147,335; Against 1,144,788; Abstain 33,611; Broker non‑votes 4,452,272 .
- Frequency: Shareholders supported annual votes (For One Year 4,687,816) .
- Equity Plan approvals: Amended 2020 EIP (For 4,295,629; Against 938,223; Abstain 91,882) and Amended 2011 ESPP (For 4,521,469; Against 751,916; Abstain 52,349) approved .
Risk Indicators & Red Flags
- Hedging/pledging prohibited under Insider Trading Policy (reduces alignment risk) .
- No tax gross-ups; no single-trigger cash benefits; CIC acceleration only if awards not assumed .
- Delinquent Section 16(a) filings: Late Form 4 filed Feb 27, 2024 for Feb 14, 2024 grants; late Form 4 filed Feb 26, 2025 for acquisitions by another officer; company otherwise reports compliance .
Equity Ownership & Vesting Detail (Selected Awards)
| Vesting Commencement | Options Exercisable | Options Unexercisable | Strike | Expiry | Unvested RSUs (#) | Notes |
|---|---|---|---|---|---|---|
| 2/14/2024 | — | 108,000 | $1.03 | 2/14/2034 | 18,000 | Standard 4‑yr option; 3‑yr RSUs |
| 2/10/2023 | 16,156 | 19,094 | $1.76 | 2/10/2033 | 3,917 | — |
| 2/11/2022 | 8,322 | 3,427 | $8.03 | 2/11/2032 | 1,959 | — |
Compensation Peer Group & Consultant
- Independent consultant: Radford (an Aon company) engaged; cash comp targeted near 50th percentile; long‑term equity targeted 50th–75th percentile on percent‑of‑company basis; 2024 values reported ~25th percentile due to stock price/share usage constraints .
Investment Implications
- Alignment: CFO bonus structure weighted 60% corporate/40% individual with zero corporate payout in 2024 underscores disciplined linkage to critical milestones (NEPHRO), suggesting tighter pay-for-performance alignment .
- Upside/retention: Meaningful unvested performance-based options (51,250) contingent on FDA approval of Niyad could create vesting-triggered supply and retention incentives; RSU/option schedules provide ongoing retention hooks .
- Governance and risk: Prohibitions on hedging/pledging and existence of a clawback reduce misalignment and restatement risk; enhanced CIC severance for Asadorian (18 months base + COBRA) improves retention ahead of potential strategic events while maintaining standard acceleration mechanics .
- Shareholder stance: Recent favorable say‑on‑pay and equity plan approvals indicate investor support for compensation framework, reducing near-term governance overhang .