Pramod Gupta
About Pramod Gupta
Pramod Gupta, Ph.D., is Executive Vice President, Pharmaceutical and Business Operations at Unicycive Therapeutics (executive officer since 2020; age 65 as of the 2025 record date). He has 30 years of global drug development and regulatory experience, led development/approval/launch of 40+ products, published 50+ scientific papers, authored 2 books, and holds 14 patents. He earned his Ph.D. from the University of Otago, New Zealand, and has served in senior roles at Spectrum Pharmaceuticals and Bausch & Lomb, among others . No company TSR/revenue/EBITDA performance metrics tied to his pay are disclosed in the proxy; annual bonuses are discretionary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spectrum Pharmaceuticals | Senior Vice President | Jan 2011–Apr 2018 | Led development/approval/launch of 40+ products; extensive regulatory approvals globally |
| Bausch & Lomb | Vice President | May 2005–Aug 2009 | Pharmaceutical development and approvals; partnerships/technology leverage |
| Baxter; TAP Pharmaceuticals; Abbott Laboratories | Roles of increasing responsibility | Not disclosed | Development, regulatory, business solutions contributions |
External Roles
| Organization/Activity | Role | Years | Strategic Impact |
|---|---|---|---|
| Academic/Scientific contributions | Author/Inventor | Not disclosed | 50+ papers, 2 books, 14 patents; global regulatory expertise |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $468,000 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Bonus Paid ($) | $225,000 (paid Apr 2024) | $222,300 (paid Apr 2025) |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (Board-determined) | Not disclosed | 50% of salary | $225,000 (2023) ; $222,300 (2024) | Paid April following year |
| Stock Options (one-time grant at hire) | Time-vesting options | N/A | 34,884 options | N/A | Vests one-third on each of first three anniversaries of 7/15/2021 |
Equity Awards Detail (Options)
| Grant Date | Options (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| 10/01/2019 | 52,326 | 3.27 | 10/2029 | 25% after 12 months; remaining 75% monthly over 3 years |
| 12/30/2019 | 23,256 | 3.27 | 12/2029 | 25% after 12 months; remaining 75% monthly over 3 years |
| 04/06/2020 | 58,140 | 3.27 | 04/2030 | 25% after 12 months; remaining 75% monthly over 3 years |
| 03/01/2021 | 23,256 | 7.01 | 03/2031 | 25% after 12 months; remaining 75% monthly over 3 years |
| 07/15/2021 | 34,884 | 5.00 | 07/2031 | One-third each year on 1st–3rd anniversaries |
| 11/21/2022 | 28,000 | 0.75 | 11/2032 | 25% after 12 months; remaining 75% monthly to 4 years |
| 08/28/2023 | 1,355,000 | 0.75 | 08/2033 | 25% after 12 months; remaining 75% monthly to 4 years |
| 04/15/2024 | 463,250 | 1.14 | 04/2034 | 25% after 12 months; remaining 75% monthly to 4 years |
| 08/12/2024 | 81,750 | 0.34 | 08/2034 | 25% after 12 months; remaining 75% monthly to 4 years |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (common shares) | 1,255,719 shares; 1.03% of outstanding (based on 120,629,281 shares) |
| Options exercisable (included in above) | 1,030,320 shares via vested stock options |
| Options vesting within 60 days | 76,926 shares |
| Warrants (currently exercisable to common) | Series A-3: 31,700; Series A-4: 28,818; Series A-5: 46,110 |
| Anti-hedging/pledging policy | Hedging prohibited; pledging generally prohibited, exceptions possible with compliance approval and demonstrated repayment capacity |
| Insider trading controls | Section 16 pre-clearance procedures; officers (incl. Pramod Gupta) subject to reporting and broker pre-clearance |
Insider transactions: Recent Form 4 filings include 04/17/2024 (signature: Pramod Gupta) and 07/30/2025 (Form 4) posted on the company’s IR site, indicating ongoing Section 16 reporting; specific transaction quantities/prices should be reviewed directly in the filings .
Employment Terms
- Role and start date: Executive Vice President, Pharmaceutical and Business Operations; service since September 2020; employment agreement dated March 22, 2021 (amended April 28, 2021) .
- Base salary and bonus eligibility: Base salary $450,000; eligible for annual discretionary bonus with target 50% of salary; one-time 34,884 stock options per agreement; standard non-compete and non-solicit provisions .
- Severance (outside change-in-control): Cash equal to 1.0x sum of base salary + target bonus; 12 months health benefits; payout of earned/unpaid prior-year bonus; pro-rata accrual bonus for year of termination; pro-rata vesting on next time-vesting equity vest date per fraction formula .
- Severance (within 12 months after change-in-control): Cash equal to 1.0x sum of base salary + target bonus; 12 months health benefits; payout of earned/unpaid prior-year bonus and accrued current-year bonus; full acceleration of unvested time-vesting equity awards .
- Illustrative termination value (as of 12/31/2024): Accelerated equity intrinsic value: $98,000; Cash payments: $936,000; Total: $1,034,000 .
Compensation Structure Analysis
- Cash vs. equity mix: 2023–2024 total comp comprised of salary ($450k→$468k), discretionary cash bonus ($225k→$222k), and sizable option awards ($859,479→$464,971 grant-date fair value), implying balanced fixed pay with significant long-term equity; no PSUs/RSUs disclosed for Gupta .
- Shift in instruments: Option-heavy grants across 2023–2024 with low exercise prices (e.g., $0.75, $1.14, $0.34) and monthly vesting structures, aligning incentives with share price appreciation but potentially creating ongoing selling windows .
- Performance metrics disclosure: Annual bonuses are discretionary; no specific operational or TSR metrics/weights disclosed for Gupta .
- Equity plan clawback: Company’s plan includes SEC 10D-style recoupment for financial restatements, irrespective of fault .
Risk Indicators & Red Flags
- Hedging/Pledging: Hedging prohibited; pledging generally prohibited with narrow, pre-approved exceptions—no pledging by Pramod Gupta disclosed .
- Legal/Proceedings: No material proceedings involving current executive officers disclosed .
- Option overhang: Large multi-year option grants (e.g., 1.355M in 2023) vest monthly through ~2027, potentially adding selling pressure as tranches vest .
- Change-of-control economics: 1.0x salary+target bonus and full acceleration of time-vesting equity within 12 months post-CoC—moderate cost; not excessive multiples .
Investment Implications
- Alignment: Gupta’s ownership of ~1.03% (incl. vested options) plus substantial in-the-money/low-strike option grants align him with long-term share appreciation; anti-hedging strengthens alignment .
- Retention: Severance terms (1.0x salary+target bonus; benefits; equity acceleration) and ongoing multi-year vesting support retention; change-of-control terms are shareholder-reasonable (no tax gross-ups disclosed) .
- Trading signals: Monthly option vesting and recent Form 4 activity suggest regular windows for potential sales or exercises; monitor upcoming vest tranches and filings for selling pressure indicators .
- Governance/controls: Discretionary bonus structure lacks disclosed performance ties; however, presence of a compensation consultant (FY2024) and clawback policy mitigate governance risk .
All data derived from Unicycive DEF 14A proxies (2023–2025), company 10-K exhibits, and company IR Section 16 filings cited above.