Keith Murphy
About Keith Murphy
Keith Murphy, age 53, is Executive Chairman and Corporate Secretary of VivoSim Labs (VIVS); he rejoined the Board in July 2020 and has served as Executive Chairman since September 2020 . He holds a B.S. in Chemical Engineering from MIT and is an alumnus of the UCLA Anderson School of Management . Pay-versus-performance disclosures show cumulative TSR values of $22.72 (FY2023), $10.68 (FY2024), and $1.94 (FY2025), alongside net losses of $17.259M, $14.671M, and $2.488M, respectively . VIVS pivoted to a services model in 2025 after selling its FXR program to Eli Lilly for $10M upfront (plus up to $50M in milestones), which materially changes near-term operating metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Organovo, Inc. / Organovo Holdings | President, CEO, Chairman | Aug 2007–Feb 2012; Feb 2012–Aug 2017 | Founded and led 3D bioprinting platform; public company leadership and IP expansion . |
| Amgen | Various roles incl. Global Operations Leader (Prolia/Xgeva) | Aug 1997–Jul 2007 | Led operations for denosumab, large-cap pharma execution experience . |
| Alkermes | Development team member (Nutropin Depot) | Jul 1993–Jul 1997 | Early operating experience; first approved product team exposure . |
| VivoSim Labs | President & CEO (prior) | Feb 2012–Apr 2017 | Prior VIVS leadership before returning as Executive Chairman . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Viscient Biosciences (private) | CEO & Chairman (Founder) | 2017–present | 3D tissue, multi-omics drug discovery; related-party dealings with VIVS . |
| Matinas BioPharma (NYSE: MTNB) | Director | Since Mar 2025 | Public company board experience . |
| Kintara Therapeutics | Director; Comp & Nominating Committee member | Aug 2020–Feb 2022 | Governance committee experience . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Consulting-based “Salary” paid to MDBI ($) | 657,984 | 726,674 |
| Director fees (cash) ($) | — | 81,600 |
| All Other Compensation ($) | 23,152 | 10,870 |
| Total Compensation ($) | 681,136 | 1,165,657 |
Notes:
- Murphy is retained via consulting agreement with Multi Dimensional Bio Insight LLC (MDBI); rate increased to $413/hr effective May 1, 2022 and remained through FY2025; MDBI may raise rates up to 4% annually .
- Murphy was not eligible for cash bonuses due to consulting status; non-equity incentive pay is not applicable .
Performance Compensation
Equity Award Structure (granted Aug 5, 2024; exercise price $6.44)
| Component | Metric/Trigger | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Time-based option (47,910 shrs) | Service-based | N/A | 3 annual tranches | Ongoing | Options | 1/3 on Aug 5, 2025; 1/3 on Aug 5, 2026; 1/3 on Aug 5, 2027 . |
| Performance option (11,977 shrs) | Major strategic partnership | N/A | Board-judged definitive agreement | Not disclosed | Options | Vests upon achievement; expires Aug 5, 2034 . |
| Performance option (11,977 shrs) | 90-day avg stock price > $18.36 | N/A | Price hurdle | Not disclosed | Options | Vests upon achievement; expires Aug 5, 2034 . |
| Performance option (11,977 shrs) | Cumulative revenue ≥ $1.5M (cells, IP licensing, non-dilutive collaborations, grants) | N/A | Revenue hurdle | Not disclosed | Options | Vests upon achievement; expires Aug 5, 2034 . |
Additional points:
- True-up provisions for additional options if financing closed by Mar 31, 2025 were not triggered (no financing by deadline) .
- Outstanding earlier option: 2,083 exercisable and 1,250 unexercisable at $28.32 (exp. 8/31/2032) .
- RSU: 1,633 shares granted to directors in Aug 2024; vested Aug 4–7, 2025; grant-date value ≈$10,700 .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 30,353 | 12,092 common + 18,261 options exercisable within 60 days . |
| Ownership % of shares outstanding | <1% | Less than one percent . |
| Options — exercisable (60 days) | 18,261 | Includes historical grants . |
| Options — unexercisable (key awards) | 1,250 @ $28.32; 47,910 @ $6.44; 3×11,977 @ $6.44 | Vests per schedules and performance . |
| Unvested RSUs (as of 3/31/2025) | 1,633; MV $3,658 | Vested Aug 2025 . |
- Stock ownership guidelines: CEO 5× salary; other executives 3×; directors 4× annual cash retainer; compliance reviewed within five years; executives/directors >5 years on Board are in compliance; newer executives have time to comply .
- Hedging and pledging: prohibited for officers/directors; margin accounts and derivatives are disallowed .
Employment Terms
- Structure: Consulting agreement via MDBI; rate $413/hr since May 1, 2022; MDBI can increase rates up to 4% annually; FY2025 payments to MDBI totaled $726,674 (≈10% hour increase vs FY2024) .
- Bonus eligibility: Not eligible for annual cash bonus due to consulting arrangement .
- Severance/chg.-of-control: As of March 31, 2025, no severance agreements or change-of-control payments for named executive officers . Company-level best practices state “double-trigger” vesting provisions are adopted (policy), no excise tax gross-ups .
- Death/disability: Equity awards accelerate if death/disability occurs >90 days after grant; performance-based equity vests at target upon death/disability .
Board Governance and Roles
- Role: Executive Chairman and Corporate Secretary; non-independent director due to related-party transactions with Viscient .
- Committees: Member, Science & Technology Committee .
- Board leadership: No CEO currently; President/CFO is Norman Staskey. Lead Independent Director (Douglas Cohen) oversees executive sessions, agendas, and shareholder communication .
- Attendance: Directors attended ≥75% of Board/committee meetings in FY2025; Board met 8 times; Sci & Tech met once .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $66,300 |
| Committee member retainer (Sci & Tech) | $15,300 |
| RSU grant (shares; grant-date value) | 1,633; ≈$10,700 |
| Murphy’s director cash fees | $81,600 |
| Murphy’s director stock award | $10,729 |
Related Party Transactions and Independence
- Intercompany Agreement with Viscient (Murphy is CEO/Chairman): FY2025 expenses of ≈$118,000 for R&D consulting; VIVS provided ≈$3,000 in histology services; sharing of facilities/equipment; statements of work added in FY2025–FY2026; transactions evaluated as R&D expense/reduction of personnel costs—not revenue under ASC 606 . Related party policy requires Audit Committee pre-approval for transactions >$120,000 .
Say-on-Pay & Peer Group
- Say-on-Pay: FY2024 executive compensation approved with ≈92% votes in favor; the company conducted outreach to investors representing >95% of institutional holdings; no requests for engagement were received .
- Peer group (for FY2025 benchmarking): Includes small-cap biotech and platform companies such as Aligos, Seelos, Immunic, Soligenix, LadRx, etc.; Anderson Pay Advisors serves as independent consultant; committee comprised solely of independent directors .
Performance Snapshot
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| TSR — $100 initial investment | 22.72 | 10.68 | 1.94 |
| Net Loss ($USD thousands) | (17,259) | (14,671) | (2,488) |
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($USD) | 370,000* | 109,000* | 144,000* |
| EBITDA ($USD) | (17,438,000)* | (14,806,000)* | (12,350,000)* |
Values marked with * retrieved from S&P Global.
Risk Indicators & Red Flags
- Independence/conflict: Murphy is non-independent due to Viscient transactions; ongoing intercompany work increases potential conflicts; company maintains related-party policies and board oversight .
- Going concern: Management and auditor flagged substantial doubt about going concern in FY2025; dependent on financing, grants, revenue generation .
- Listing risk: Company regained Nasdaq compliance (bid price and equity) after 1-for-12 reverse split; subject to one-year Mandatory Panel Monitor; future non-compliance may trigger delisting actions .
- Litigation: H.C. Wainwright claim filed Aug 27, 2024; company defending; outcomes uncertain .
Investment Implications
- Alignment: Significant option-based equity grants with clear operational and market triggers (strategic partnership, price hurdle, revenue) align Murphy’s incentives with commercialization, capital formation, and revenue traction; time-based vesting through 2027 creates multi-year retention .
- Selling pressure watch: RSU fully vested Aug 2025; option tranches vest annually each August through 2027—monitor Form 4s around these dates for potential sales; performance option vesting could coincide with milestone announcements .
- Governance: Dual role as Executive Chairman and leadership at Viscient elevates conflict risk; presence of Lead Independent Director, independent committees, and related-party policy mitigates but does not eliminate concerns; independence classification is not met .
- Downside risks: Going concern, listing monitor, and modest current revenues increase financing dependence and equity dilution risk; watch for strategic partnerships/revenue milestones tied to performance option vesting .