Vincent Angotti

About Vincent Angotti

Vincent J. Angotti, age 57, has served as Talphera’s Chief Executive Officer and a director since March 2017. He holds a B.S. in Business Management from Cornell University and an MBA with honors from Columbia University . Talphera’s recent “Pay vs. Performance” disclosure shows three-year total shareholder return (TSR) deterioration alongside net losses, reflecting execution risk in a development-stage pipeline: 2022–2024 TSR values per $100 initial investment were $20.17, $6.56, and $4.68, respectively; reported net income (loss) was $47.8M (driven by a non‑cash gain), $(18.4)M, and $(13.0)M for 2022–2024 . The company also flagged going‑concern risk in 2024 .

Past Roles

External Roles

No other current public company board roles for Mr. Angotti were disclosed in his director biography .

Fixed Compensation

Notes:

• Current base salary as of the proxy: $688,811; target bonus opportunity 60% of base .

Performance Compensation

Annual cash incentive (2024)

• Metrics/weighting: Company-wide goals (CEO weighted 100% to corporate), with 2024 objectives to “Advance product development portfolio” and “Maintain adequate capitalization.” Committee assessed 35% corporate achievement but exercised negative discretion to pay 0% corporate due to the overwhelming importance of the NEPHRO study; CEO paid $0 .

Equity incentives (structure and 2024 actions)

• Philosophy: Salary/bonus targeted near 50th percentile; long‑term equity targeted ~50th–75th percentile on a percent‑of‑company basis; given low stock price, reported grant-date values skewed near ~25th percentile .
• Vesting conventions: Options vest 25% at 1‑year then 1/48 monthly; RSUs vest in three equal annual installments .
• Performance equity: CEO holds 228,250 performance-based options that vest 100% upon FDA approval of Niyad (part of cumulative plan grants) .

Key outstanding awards as of 12/31/2024 (selected):

Equity Ownership & Alignment

• Beneficial ownership: 735,689 shares (3.5% of outstanding); includes 367,536 options exercisable within 60 days of Aug 29, 2025 .
• Insider trading/pledging: Insider Trading Policy prohibits pledging or hedging of company equity by directors and executive officers .
• Insider buying: Participated in March 2025 private placement (213,310 common shares purchased) .

Related dilution context:

• Company equity overhang (as of Aug 29, 2025): 3,087,988 awards outstanding + 775,148 available; if +1.4M new shares approved, overhang ~26%; including 14,207,997 pre‑funded warrants reduces overhang to ~15% on a fully diluted basis .

Employment Terms

• Start date/tenure: CEO and director since March 2017 .
• Severance (no change in control): Lump sum = 12 months base + 100% target bonus; up to 12 months COBRA; 12 months’ vesting acceleration; vested options exercisable up to 12 months .
• Double-trigger CIC protection (involuntary termination within 3 months prior to / 18 months after CIC): 24 months base + 200% target bonus; prior-year unpaid bonus; up to 24 months COBRA; 100% vesting acceleration .
• 280G “best‑net” cut‑down vs pay‑in‑full: better after‑tax approach .
• Company-wide clawback adopted Nov 2023 for incentive-based compensation in restatement scenarios .
• Equity plan mechanics: single-trigger acceleration if awards are not assumed/continued in a corporate transaction; otherwise “assume/continue/substitute” framework .

Board Governance

• Board service: Director since 2017; not independent under Nasdaq rules (as CEO) .
• Board leadership: Independent Chairman (Adrian Adams); roles of Chair and CEO are separated .
• Board independence: Majority independent directors .
• Committee structure: Compensation Committee is fully independent (Chair: Mark Wan; members: Stephen J. Hoffman, Abhinav Jain) .
• Attendance: In 2024, each director (except one who resigned) attended ≥75% of aggregate board/committee meetings .

Board/transaction note: On Oct 16, 2025, Talphera appointed CorMedix CEO Joseph Todisco to the board (Class III) and granted a CorMedix right of first negotiation for a potential acquisition of Talphera tied to NEPHRO CRRT topline disclosure; restrictions for 60 days, and certain protections for nine months thereafter if terms would be less favorable than CorMedix’s written offer . This heightens potential change‑of‑control scenario relevance for executive CIC protections.

Performance & Track Record

Pipeline/commercial context:

• Niyad (nafamostat) for regional anticoagulation in CRRT: Breakthrough Device Designation; IDE-approved registrational “NEPHRO CRRT” study ongoing; primary endpoint: post-filter ACT over first 24 hours; PMA planned on completion .
• Company executed a reverse-split authorization proposal to support Nasdaq compliance amid minimum bid deficiency .
• Workforce: 13 FTEs as of 12/31/2024 (underscoring lean operations) .

Compensation Committee Analysis Signals

• Strategy: Salary/bonus at 50th percentile; equity at 50th–75th percentile on “percent of company” basis; 2024 value downshift to ~25th percentile due to depressed share price .
• Pay-for-performance: 2024 CEO bonus zeroed despite assessed 35% corporate achievement—explicit discretionary downward adjustment .
• Use of independent consultant: Radford (Aon) for market benchmarking .
• Clawback adopted per SEC/Nasdaq rules .
• No single-trigger cash CIC; cash severance only upon termination (double-trigger around CIC) .

Director Compensation (relevant to dual-role considerations)

• CEO receives no additional director fees .
• Non-employee director cash retainers suspended for 12 months starting Oct 1, 2024 (equity increased in 2025 to offset) .

Related Party Transactions (select items)

• January 2024 pre-funded warrants financing: major holders participated; not executive-specific .
• March 2025 private placement: Mr. Angotti purchased 213,310 common shares .

Investment Implications

• Alignment: 2024 zero corporate bonus and performance-vesting options tied to Niyad FDA approval indicate real pay-for-performance mechanics; insider purchase in March 2025 adds a modest positive signal .
• Retention and CIC Risk: Generous double-trigger CIC package (24 months base + 200% target bonus + full equity acceleration) could be material in any strategic transaction—note CorMedix’s right of first negotiation around NEPHRO CRRT topline, increasing M&A optionality and the salience of CIC terms .
• Governance: CEO also serves as director but with an independent Chairman and majority-independent board/committees, mitigating independence concerns .
• Dilution/overhang: High potential overhang (~26% if new shares approved; ~15% including pre-funded warrants) and prior bid-price issues (reverse-split authorization) create dilution and listing-risk overhangs that may weigh on equity compensation value realization and investor perception .
• Execution risk: Company remains development-stage with going-concern warnings and negative TSR trend; 2024 corporate bonus discretion suggests high bar on clinical/commercial milestones (NEPHRO CRRT, PMA) before cash incentives accrue .

Appendix – Detailed Data Tables

Summary Compensation (CEO)

Outstanding CEO Equity (selected, as of 12/31/2024)

Bonus Plan Mechanics (2024)

Beneficial Ownership (CEO)

Key Policies

• Clawback: Adopted November 2023 (SEC/Nasdaq-compliant) .
• Insider Trading: Prohibits pledging/hedging by directors and officers .

Board Structure & Independence

Potential Strategic Activity

• CorMedix right of first negotiation for potential acquisition following NEPHRO CRRT topline—60‑day exclusivity; 9‑month protection versus worse terms than CorMedix’s written offer .