Neal Flomenberg
About Neal Flomenberg
Chief Scientific Officer and Global R&D Lead of Tevogen Bio Holdings Inc. since February 2024; previously held the same role at Tevogen Bio beginning July 2022. Prior roles include Professor and Chair of Medical Oncology at Thomas Jefferson University (2008–2022) and Deputy Director of Sidney Kimmel Cancer Center (2015–2022); authored 175+ peer‑reviewed publications and was listed as a “Top Doctor in Philadelphia” for 15+ years . Age 70 as of April 2024 disclosure; tenure at TVGN post‑business combination is ~1.8 years as of November 2025 . Company is pre‑revenue with $1.0M cash as of September 30, 2025; no product sales to date, financing operations via preferred equity, loans, grants, and ATM issuance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thomas Jefferson University – Sidney Kimmel Medical College | Professor and Chair, Department of Medical Oncology | 2008–2022 | Led academic and clinical oncology programs; focus on blood cancers and transplant; 175+ publications |
| Thomas Jefferson University – Sidney Kimmel Cancer Center | Deputy Director | 2015–2022 | Senior leadership of cancer center; clinical and research oversight |
External Roles
- No public-company directorships or external board roles disclosed for Dr. Flomenberg .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Cash Bonus ($) | Not disclosed | Not disclosed |
| Perquisites ($) | Not disclosed | Not disclosed |
Notes:
- No target bonus % or actual cash bonus disclosed for 2023–2024 .
- No stock options outstanding as of year‑end 2024 .
Performance Compensation
| Award/Plan | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| 2023 RSU Award (converted to TVGN via exchange ratio) | Liquidity Event Condition (closing of business combination) | 100% of performance condition | Consummation of business combination | Achieved Feb 14, 2024 | Enables time‑based vest tranches | 25% vested 7/14/2024; remaining 25% annually on each anniversary (service‑based), subject to continued service |
| 2025 Executive Restricted Stock Program (executive officers, including CSO) | Time‑based (retention) | N/A | N/A | N/A | Restricted Stock awards; no sale/transfer until vest; forfeiture on departure except death/disability accelerated | Three equal annual installments beginning June 27, 2030 for executives other than CEO; accelerated on death/disability; potential accelerated vesting per award/plan terms |
Notes:
- Company indicates 2025 executive grants will be Restricted Stock with long-dated vesting to reinforce retention; no explicit revenue/EBITDA/TSR metrics disclosed for executive LTIs (other than prior RSU liquidity condition) .
- No stock options granted; company “has never granted” option-like instruments .
Equity Ownership & Alignment
| Item | Quantity | As-of Date | Details |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 3,232,003 | 2025-04-30 | 1.76% of shares outstanding (183,893,433) |
| RSUs – Unvested (converted) | 363,607 | 2024-12-31 | From 100,000 RSUs granted 7/14/2023 (post-exchange ratio); dual conditions satisfied; remains on time-based vest |
| RSUs – Vested but not settled | 1,333,225 | 2024-12-31 | Settlement outstanding at year-end 2024 |
| Options – Exercisable/Unexercisable | 0 / 0 | 2024-12-31 | No options outstanding |
| Pledging/Hedging | Prohibited | Policy | Insider Trading Policy bans hedging, derivatives, margin accounts, pledging |
| Ownership Guidelines | Not disclosed | — | No executive ownership multiple guidance disclosed |
Implications:
- Large vested‑but‑unsettled RSUs and long‑dated restricted stock vesting reduce near‑term insider selling pressure; pledging/hedging ban further mitigates alignment risks .
Employment Terms
- Role start: CSO & Global R&D Lead since Feb 2024 (TVGN); at Tevogen Bio since July 2022 .
- 2025 executive Restricted Stock awards vest in three equal annual installments beginning June 27, 2030; automatic full vest on death/disability; forfeiture upon departure absent specific accelerated vesting provisions; executives may vote Restricted Stock but cannot sell/transfer/pledge prior to vest .
- Severance, change‑of‑control (CoC) economics, non‑compete, non‑solicit, and garden leave terms for Dr. Flomenberg are not disclosed in available filings; the CEO’s Special RSU includes CoC acceleration if not assumed/continued and a bespoke clawback for “Conduct Detrimental” (CEO‑specific), but no parallel CSO clauses are detailed .
Track Record, Value Creation, and Execution Risk
- Scientific leadership: 175+ publications; long tenure in academic oncology and transplant, indicating strong technical credentials to lead cell therapy R&D .
- Company stage: Clinical‑stage, pre‑revenue; cash $1.0M as of 9/30/2025; funding reliant on preferred stock, credit facility (up to $36M), grants (KRHP $2M + $1M received; $7M remaining commitment), and ATM ($3.1M net through 9/30/2025) .
- Execution risk: Long development timelines, manufacturing build‑out (CD8 MSA), and controlled company governance may affect capital access and decision transparency .
Compensation Structure Analysis
- Year-over-year mix: 2024 compensation for CSO was primarily fixed salary; 2023 included sizable RSU grant; 2025 program emphasizes time-based Restricted Stock, extending vesting to three tranches starting in 2030 (greater retention emphasis, less performance‑contingent pay) .
- Shift to RSAs vs RSUs/options: Company uses Restricted Stock and RSUs; no stock options granted to NEOs; option-like awards have “never” been granted—lower risk profile for executives vs options .
- Performance metrics: Aside from the prior Liquidity Event Condition, no disclosed operational metrics (revenue/EBITDA/TSR) tied to NEO payouts; indicates pay not formally contingent on near‑term operating outcomes .
- Clawbacks: CEO award includes a bespoke clawback; no general clawback policy for CSO disclosed .
Risk Indicators & Red Flags
- Anti-pledging/hedging policy reduces alignment risks; no pledging allowed .
- Related‑party ecosystem (Patel Family preferreds, grants, loan, consulting) heightens governance scrutiny though approved under related‑party policies; not directly tied to Dr. Flomenberg but impacts Company context .
- Controlled company status (majority voting power held by CEO) and disbanded compensation committee (functions performed by Board/independent directors) reduce traditional checks and balances .
Compensation & Ownership Details (Multi-Year)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 350,000 | 350,000 |
| Stock Awards ($) | 2,576,000 (RSUs, ASC 718 fair value) | 0 |
| Total ($) | 2,926,000 | 350,000 |
| Outstanding Equity (Year-End 2024) | Quantity | Value/Notes |
|---|---|---|
| RSUs Unvested | 363,607 | $374,515 market value at $1.03/share |
| RSUs Vested, Not Settled | 1,333,225 | Awaiting settlement |
| Stock Options | 0 | None outstanding |
| Beneficial Ownership (as of 4/30/2025) | Shares | % of Outstanding |
|---|---|---|
| Neal Flomenberg | 3,232,003 | 1.76% (183,893,433 shares O/S) |
Investment Implications
- Retention: Long-dated vesting on 2025 Restricted Stock (tranches start in 2030) and prior RSU tranches through 2026 support retention, reducing near-term selling pressure; policy bans pledging/hedging .
- Alignment: 1.76% beneficial stake and significant vested‑but‑unsettled RSUs indicate meaningful exposure, albeit with limited immediate liquidity .
- Performance linkage: Absence of disclosed operating metrics (revenue/EBITDA/TSR) in NEO incentives weakens pay‑for‑performance signals; investors should monitor board oversight given “controlled company” status and the Board’s current handling of compensation functions .
- Execution and capital: Pre‑revenue profile and reliance on external financing (preferreds, credit facility, grants, ATM) underscore development and funding risk to value creation; operational milestones (manufacturing build‑out via CD8 and clinical trial progress) will be key to future compensation alignment and shareholder returns .