Shalabh Gupta
About Shalabh Gupta
Founder of Unicycive Therapeutics and has served as Chief Executive Officer, President, and Director since August 2016; age 52 as of the record date in the 2025 proxy . Education: M.D. (Jawaharlal Institute of Postgraduate Medical Education & Research, India) and MPA in Health Care Finance and Management (NYU Wagner); completed internship, residency and a research fellowship at NYU School of Medicine . The proxy does not disclose TSR, revenue growth, or EBITDA growth metrics tied to his tenure; annual cash bonuses have been discretionary and equity compensation has primarily been time‑vested stock options .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unicycive Therapeutics | Founder, CEO, President, Director | Since Aug 2016 | Company founder and principal executive leadership |
| Biocycive Inc. | Founder and CEO | Not disclosed | Prior operating leadership experience |
| Genentech, Inc. | Commercial strategy role | Not disclosed | Commercial strategy experience at large-cap biopharma |
| UBS Investment Bank | Equity research (U.S. Pharma) | Not disclosed | Sell-side research background |
| Rodman & Renshaw (now H.C. Wainwright) | Equity research (Biotech) | Not disclosed | Sell-side research background |
| Synageva BioPharma | Medical advisor | Not disclosed | External advisory experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globavir | Founder and CEO | Not disclosed | Parallel CEO role; time-allocation and conflict risk cited in company 10-K risk factors |
| UCSF Innovation Center | Advisor | Since 2020 | External innovation advisory role |
| SPARK, Stanford School of Medicine | Advisor | Since 2012 | Translational research advisory role |
| UC Irvine Beall Center for Innovation & Entrepreneurship | Board member | Elected 2018 | Academic innovation governance |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (per employment agreement) | Notes |
|---|---|---|---|
| 2024 | 572,000 | 100% of base salary | Target set by employment agreement; actual bonus determined by Board discretion |
| 2023 | 550,000 | 100% of base salary | Target set by employment agreement; actual bonus determined by Board discretion |
| Employment Agreement (effective May 18, 2021) | 550,000 (initial) | 100% of base salary | One-time grant of 116,279 options; standard non-compete/non-solicit |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual Payout | Vesting/Comments |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary, Board-determined objectives | N/A | 100% of base salary | 543,400 | Paid April 2025; discretionary structure |
| Annual Cash Bonus (2023) | Discretionary, Board-determined objectives | N/A | 100% of base salary | 550,000 | Discretionary structure |
| Stock Options (time-based) | Continued service; no performance metrics | N/A | N/A | Grant date fair values reported below | Time-vested per award; details below |
Recent equity grant near disclosure window (per SEC Item 402(x) disclosure):
- On Aug 12, 2024, granted 232,868 options at $0.34 with grant-date fair value $66,409; price change around disclosure window = 27.12% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 9,431,918 shares; 7.60% of common outstanding (120,629,281 shares outstanding at record date) |
| Anti‑hedging / pledging | Hedging prohibited; pledging generally prohibited but exceptions may be granted by the chief compliance officer upon demonstration of capacity to repay without resort to pledged securities |
| Ownership guidelines | Not disclosed in proxy |
| Equity plan capacity | Second Restated 2021 Plan reserve: 33,129,159 shares; ~7,433,327 available as of 12/31/2024; evergreen feature approved April 6, 2024 |
Outstanding options (as of 12/31/2024)
| Grant (Date) | Shares | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| Jul 15, 2021 | 116,279 | 116,279 | – | 5.00 | 07/2031 | 1/3 each on 1st, 2nd, 3rd anniversaries |
| Nov 21, 2022 | 86,000 | 44,791 | 41,209 | 0.75 | 11/2032 | 25% at 12 months, remaining 75% monthly over next 36 months |
| Aug 28, 2023 | 4,684,775 | 2,049,589 | 2,635,186 | 0.75 | 08/2033 | 25% at 12 months, remaining 75% monthly over next 36 months |
| Apr 15, 2024 | 1,319,583 | – | 1,319,583 | 1.14 | 04/2034 | 25% at 12 months, remaining 75% monthly over next 36 months |
| Aug 12, 2024 | 232,868 | – | 232,868 | 0.34 | 08/2034 | 25% at 12 months, remaining 75% monthly over next 36 months |
Vesting-driven supply considerations
- Multiple large time-based option grants create ongoing monthly vesting through 2028, including cliff vest dates on or about Aug 12, 2025 (25% of Aug 2024 grant) and monthly vest thereafter; monetization pressure depends on in-the-money status and trading windows .
- As of 12/29/2024 (stock close $0.79 used for proxy severance modeling), the company estimated Dr. Gupta’s accelerated options had $316,000 intrinsic value, implying options with strikes at $0.34 and $0.75 were in-the-money at that price, while options at $1.14 and $5.00 were out-of-the-money at that time .
Multi‑Year Compensation Summary (NEO Table amounts)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 572,000 | 543,400 | 1,324,484 | – | 2,439,884 |
| 2023 | 550,000 | 550,000 | 2,971,562 | – | 4,044,062 |
| 2022 | 550,000 | 908,012 | 53,723 | – | 1,511,735 |
| 2021 | 669,775 | 124,187 | 330,729 | – | 1,124,691 |
Notes:
- Bonuses are discretionary and determined by the Board; 2024 bonuses were accrued and paid in April 2025 .
- The company states it does not provide material perquisites to NEOs .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective May 18, 2021; role as Founder/CEO; eligible for annual discretionary bonus (target 100% of base); initial one-time grant 116,279 options (3-year vest); standard non‑compete and non‑solicit; eligible for additional equity awards |
| Severance (outside CIC) | Cash = 1.5x (base + target bonus) + 18 months benefits; pro‑rata/earned bonuses; 1 year forward vesting of time-based equity accelerates; modeled total cash $2,288,000 and equity acceleration value $316,000 as of 12/31/2024 example |
| Severance (within 12 months after CIC, or in connection with CIC) | Cash = 2.0x (base + target bonus) + 24 months benefits; pro‑rata/earned bonuses; full acceleration of unvested time-based equity; modeled total cash $2,860,000 and equity acceleration value $316,000 as of 12/31/2024 example |
| Clawback | Compensation subject to recoupment in the event of a required financial restatement; up to the preceding three completed fiscal years; plan administrator discretion; applies to cash and equity incentive comp |
| 401(k) and benefits | 401(k) with 100% company match up to 4% of eligible compensation; standard medical/dental/vision and other benefits |
Board Governance and Director Service
- Dual-role: Gupta serves as Chairman of the Board and CEO; the Board determined this structure is appropriate, citing his company/industry knowledge and communication benefits .
- Independence: The Board determined that the other directors (Laumas, Kenkare-Mitra, Aggarwal) are independent under Nasdaq rules .
- Committees and Chairs (as of 12/31/2024): Audit (Chair: Dr. Laumas), Compensation (Chair: Dr. Aggarwal), Nominating & Governance (Chair: Dr. Kenkare‑Mitra); all members independent .
- Board and Committee Meetings (2024): Board held 4 meetings; Audit 4; Compensation 3; Nominating & Governance acted by written consent once; no director below 75% attendance; independent directors meet in executive session without management .
- Insider trading policy: Hedging prohibited; limited pledging exceptions possible with approval .
Non‑employee director compensation (2024)
| Director | Cash Fees ($) |
|---|---|
| Sandeep Laumas, M.D. | 64,375 |
| Gaurav Aggarwal, M.D. | 59,375 |
| Saraswati Kenkare‑Mitra, Ph.D. | 55,375 |
Policy: $40,000 annual retainer; Committee Chair fees: Audit $15k, Comp $10k, N&G $8k; committee member fees: Audit $7.5k, Comp $5k, N&G $4k; annual $50,000 equity grant vesting after one year; employee directors (e.g., Gupta) receive no additional board compensation .
Risk Indicators & Red Flags
- Option repricing/exchange: Restated equity plan allows repricing or exchange/cancellation without stockholder approval—typically a governance red flag .
- Anti‑hedging with pledging exceptions: While hedging is prohibited, exceptions for pledging can be granted—monitor for any approved pledges (none disclosed) .
- Dual‑role CEO/Chair: Concentration of power; mitigated by independent committees and executive sessions .
- Time allocation/conflict risk: CEO also serves as CEO of Globavir; company discloses potential conflicts and time allocation risks in 10‑K risk factors .
- Capital structure and regulatory milestones: 2025 filings note NDA activity and regulatory outcomes (FDA acceptance, CRL, and resubmission plans) and reverse split/compliance actions—drivers of volatility and potential incentive outcomes, though not directly tied to explicit performance metrics in NEO plans [13] [6] [2] [7] [5].
References:
- FDA acceptance of NDA (Nov 2024) [13]; CRL receipt (Jun 30, 2025) [6]; reverse split (Jun 20, 2025) [7]; Nasdaq compliance regained (Jul 8, 2025) [5]; FDA Type A meeting update/resubmission expectation (Oct 28, 2025) [2].
Compensation Structure Analysis
- Mix and at‑risk pay: 2023–2024 total pay includes significant equity grant value (options), but annual bonuses remain discretionary with no disclosed metric weights—limited transparency on pay‑for‑performance linkage .
- Shift in vehicles: Equity continues to be predominantly time‑vested options rather than performance shares; vesting is service‑based (25% one‑year cliff then monthly), which may reduce direct linkage to objective performance outcomes .
- Guaranteed vs at‑risk: Target bonus set at 100% of base, but payouts determined at Board discretion; no disclosed pre‑set financial/operational metrics, thresholds, or caps in the proxy .
- Clawback adoption: Plan‑level clawback aligned with restatement requirements; discretionary application by plan administrator .
- Perquisites and gross‑ups: Company states it does not provide material perquisites to NEOs; no tax gross‑ups disclosed .
Employment & Change‑in‑Control Economics (Modeled at 12/31/2024)
| Scenario | Cash Payments ($) | Equity Acceleration ($) | Total Cash Benefits and Payments ($) |
|---|---|---|---|
| Termination without cause / good reason (outside CIC) | 2,288,000 | 316,000 | 2,604,000 |
| Termination without cause or good reason in connection with CIC | 2,860,000 | 316,000 | 3,176,000 |
Detailed severance triggers and benefits (outside vs. within 12 months of CIC) are described in the employment agreement summary, including 1.5x vs 2.0x (base + target bonus), 18 vs 24 months of health benefits, bonus treatment, and acceleration of time‑based equity (full acceleration in CIC scenario) .
Director/Officer Beneficial Ownership (Selected)
| Holder | Common Shares Beneficially Owned | % of Common Outstanding |
|---|---|---|
| Shalabh Gupta, M.D. | 9,431,918 | 7.60% (of 120,629,281 outstanding at record date) |
Note: The proxy deems options exercisable within 60 days outstanding for ownership computations .
Governance Roles and Implications (Board Service History and Committee Roles)
- Director since August 2016; current Chairman of the Board and CEO .
- Committees chaired by independent directors: Audit (Laumas), Compensation (Aggarwal), Nominating & Governance (Kenkare‑Mitra) .
- Attendance: All directors met at least 75% attendance threshold in 2024; independent directors hold regular executive sessions .
- Independence: Majority independent board; Gupta is not independent as CEO/Chair .
Investment Implications
- Alignment: Gupta’s sizable ownership (7.6%) aligns incentives with shareholders; however, large outstanding option overhang and evergreen plan could be dilutive—monitor annual equity burn and plan usage .
- Pay‑for‑performance signaling: Discretionary bonuses with limited metric disclosure reduce transparency of incentive alignment; equity is time‑based rather than performance‑based—less direct linkage to objective milestones (e.g., regulatory, commercial) .
- Supply overhang: Multiple large option grants with ongoing monthly vesting through 2028 create a persistent potential supply of exercisable shares, particularly where strikes are below market; 2024 proxy modeling implied in‑the‑money value at year‑end for low‑strike grants .
- Governance risk: CEO/Chair dual‑role combined with plan authority to reprice options without shareholder approval elevates governance risk; mitigants include independent committee structure and executive sessions .
- Retention/CIC: Robust CIC severance (2x base+target bonus and full time‑based equity acceleration) strengthens retention but could be shareholder‑unfriendly if triggered during underperformance; outside‑CIC severance is 1.5x with partial acceleration .
- Time‑allocation risk: Disclosed external CEO role (Globavir) poses potential conflict/time allocation risk; continue to monitor Board oversight and any related‑party disclosures .