Shakil Aslam
About Shakil Aslam
Shakil Aslam, M.D., is Talphera’s Chief Medical Officer (CMO). He joined Talphera in May 2024 as Chief Development Officer and has served as CMO since October 2024; age 60 per the latest proxy biography . A nephrologist with 20+ years across academia, patient care, research, and drug/device development, Aslam previously held roles at BioCryst (VP, Clinical Development, Nephrology & Rare Diseases), Angion Biomedica, Fresenius Medical Care, and Amgen, and served 11 years as an assistant professor at Georgetown University Hospital, authoring over two dozen peer‑reviewed articles and several book chapters . Company performance context during the most recent three years shows TSR deterioration and net income volatility, which frames the pay-for-performance environment impacting executive incentives .
Pay Versus Performance (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment Based on TSR ($) | $20.17 | $6.56 | $4.68 |
| Net Income (Loss) ($ thousands) | $47,755 | $(18,397) | $(13,004) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioCryst Pharmaceuticals | Vice President, Clinical Development, Nephrology & Rare Diseases | Not disclosed | Led nephrology and rare diseases clinical development |
| Angion Biomedica | Executive roles (not specified) | Not disclosed | Drug/device development experience in renal indications |
| Fresenius Medical Care | Executive roles (not specified) | Not disclosed | Clinical development and safety across dialysis care |
| Amgen | Executive roles (not specified) | Not disclosed | Broad biopharma development exposure |
| Georgetown University Hospital | Assistant Professor (Nephrology) | 11 years | Focus on AKI, CKD, hypertension; >2 dozen peer‑reviewed articles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed in company filings | — | No public company directorships or external committee roles disclosed for Aslam |
Fixed Compensation
| Component | Detail | Notes |
|---|---|---|
| Base Salary | $455,000 | As Chief Development Officer offer; reviewed annually |
| Target Annual Bonus | Up to 40% of earned salary | Based on personal and company objectives; discretionary determination by Board/Comp Committee |
| Employment Start Date | May 20, 2024 | Per executed offer letter |
| Pay Frequency | Semi‑monthly (two equal payments per month) | Company payroll policy |
Performance Compensation
Equity Inducement Awards (granted in connection with commencement of employment)
| Award Type | Quantity (# shares) | Grant Basis | Vesting | Exercise/Strike |
|---|---|---|---|---|
| Non‑statutory Stock Options | 185,000 | Granted outside the Amended 2020 Plan under Nasdaq 5635(c)(4) inducement framework | 4 years: 25% on first anniversary of grant date; 1/48 monthly thereafter (continuous service required) | Exercise price equals closing sales price on grant date |
| RSUs | 32,000 | Granted outside the Amended 2020 Plan under Nasdaq 5635(c)(4) inducement framework | 3 annual tranches: 1/3 each on 1st, 2nd, 3rd anniversaries of grant date (continuous service required) | N/A (settled in shares per award agreement) |
Note: Grant date set “as of” the filing date of the Form S‑8 registering these inducement awards; awards governed by plan terms but issued outside the Amended 2020 Equity Incentive Plan .
Annual Cash Bonus Plan Structure (company framework)
| Metric | Weighting | Target (Aslam’s role) | Payout Mechanics |
|---|---|---|---|
| Corporate Objectives | Generally 60% for non‑CEO executives | Aslam target bonus opportunity up to 40% of salary | Board discretion; payout based on achievement of pre‑specified corporate goals |
| Individual Objectives | Generally 40% for non‑CEO executives | Aslam target bonus opportunity up to 40% of salary | CEO sets/Comp Committee approves; payout based on individual goal attainment |
In 2024, the Board determined there be no corporate component paid for bonuses; NEO payouts reflected only 100% individual goal attainment for non‑CEO NEOs. Aslam was not an NEO in 2024, and his specific payout was not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | Not listed for Aslam in Security Ownership table (covers >5% holders, directors, NEOs) |
| Vested vs Unvested Breakdown | Not disclosed for Aslam; general RSU vest 1/3 annually; options 25% year 1 then monthly |
| Shares Pledged as Collateral | No pledging disclosure identified for executive officers; plan permits transfer of vested shares subject to Trading Policy and law |
| Insider Transactions | Late Form 4 filed Feb 26, 2025 reporting acquisitions on June 13–14, 2024 for Aslam (compliance note) |
| Ownership Guidelines | No executive stock ownership guideline disclosure identified for executives; director equity program detailed separately |
Employment Terms
| Term | Aslam‑Specific Offer | Company‑Wide Governance |
|---|---|---|
| Employment Status | At‑will; either party may terminate at any time, with/without cause/notice | — |
| Confidentiality & IP | Must execute Confidential Information and Invention Assignment Agreement | — |
| Arbitration | Employment subject to Company Arbitration Agreement | — |
| Non‑Compete / Non‑Solicit | No explicit non‑compete disclosed; offer letter references no conflicting obligations and refraining from contact until any external non‑solicit obligations expire | — |
| Severance (General Plan) | Executives participating in Severance Benefit Plan: Involuntary termination (no CIC): lump sum equal to 6 months base salary + up to 6 months COBRA | CIC double‑trigger (C‑level tier): 12 months base salary, 100% of target bonus, up to 12 months COBRA, 100% time‑based equity vesting, options exercisable up to 6 months; VP/SVP/EVP tier receives 6 months salary, greater of 50% target bonus or prorated, up to 6 months COBRA, same equity acceleration; election required to participate |
| Change‑in‑Control Treatment (Equity) | Awards generally not subject to automatic acceleration unless not assumed; single‑trigger full acceleration only if unvested awards are not assumed/continued/substituted in a transaction | Plan details for vested/unvested awards and Section 409A change‑in‑control settlement mechanics outlined in plan appendix |
| Clawback | Executive compensation recovery policy adopted Nov 2023; recovery of incentive comp based on restated financials within prior 3 years; awards subject to Dodd‑Frank and Nasdaq clawback requirements | |
| Perquisites / Tax Gross‑ups | Limited executive perqs; “No tax gross‑ups” policy for executives |
Performance & Track Record
- Leads Talphera’s registrational NEPHRO CRRT study for Niyad (nafamostat), including site initiation and trial operations; oversight transitioned from departing CMO in 2024 as part of succession .
- Medical/scientific profile: nephrology specialty, multi‑institution experience and academic authorship underpin clinical development leadership in renal indications .
Compensation Committee Analysis
- 2024 Compensation Committee: Adams, Jain, Wan, and Afable (independent per Nasdaq rules); Afable resigned Feb 26, 2024, Wan became Chair; Jain appointed Feb 26, 2024 .
- Philosophy targets base salary/bonuses near 50th percentile and long‑term equity near 50th–75th percentile (percent‑of‑company basis), though 2024 equity value reported was ~25th percentile due to share pool constraints and stock price considerations .
Fixed and Performance Compensation Tables (NEO context for framework; Aslam not an NEO in 2024)
| NEO (2024) | Salary | Stock Awards (RSUs) | Option Awards | Bonus | All Other | Total |
|---|---|---|---|---|---|---|
| CEO (Angotti) | $668,749 | $60,427 | $296,016 | $— (no 2024 bonus) | $13,800 | $1,038,992 |
| CFO (Asadorian) | $505,771 | $18,540 | $90,823 | $80,923 | $13,800 | $709,857 |
| Chief Engineering (Dasu) | $407,800 | $15,107 | $74,004 | $65,248 | $13,800 | $575,959 |
Aslam’s compensation is governed by his offer letter (above), not captured in the 2024 NEO table .
Investment Implications
- Retention and alignment: Inducement equity (185k options, 32k RSUs) vesting over 3–4 years creates meaningful retention hooks; watch for RSU vesting on each anniversary and option exercisability post year‑1 cliff as potential windows for insider selling pressure .
- M&A/change‑of‑control economics: Company Severance Plan provides double‑trigger cash/severance and full time‑based equity acceleration; single‑trigger acceleration applies only if awards are not assumed, which can reduce forced sale pressure but increases alignment in a sale event .
- Governance/controls: Clawback policy in place, limited perqs, no tax gross‑ups—supportive of shareholder‑friendly posture; however, a late Form 4 for Aslam’s June 2024 acquisitions signals minor filing control risk to monitor .
- Execution signal: Aslam’s leadership on the NEPHRO CRRT registrational study and prior nephrology development roles are positives for trial execution risk; successful NEPHRO outcomes would be key catalysts linked to both corporate performance and future incentive realizations .