Paul Sekhri

About Paul Sekhri

Paul Sekhri, 66, is Chairman, President and Chief Executive Officer of vTv Therapeutics. He has served as CEO since August 1, 2022 and as a director since August 9, 2022; he was appointed Chairman in March 2024 . He holds a B.S. from the University of Maryland and completed postgraduate studies in clinical anatomy and neuroscience there . Under his tenure, the FDA lifted the clinical hold on cadisegliatin and the company moved to reinitiate Phase 3 activities, while continuing to operate as a smaller reporting company with scaled disclosures and ongoing losses .

Performance context (company-level):

• vTv’s Pay vs Performance table shows total shareholder return (TSR) value of a $100 initial investment of $65.00 (2022), $28.19 (2023), and $33.85 (2024), alongside net losses of $(19.164) million, $(20.250) million, and $(18.462) million, respectively .

Past Roles

External Roles

Fixed Compensation

• Base salary was “not less than” $480,000 under the 7/25/2022 employment agreement; in February 2024, his base salary was increased to $650,000 and his target bonus reduced to 60% of base salary .
• As reported compensation actually paid in fiscal years:

Notes:

• vTv uses smaller reporting company scaled disclosures, limiting detail on compensation metrics .
• Mr. Sekhri does not receive compensation for board service .

Performance Compensation

• Annual cash incentive: Target set at 60% of base salary beginning February 2024; payouts tied to achievement of performance targets (metrics not itemized in proxy due to scaled disclosure) .
• Equity incentive: Options with multi-year vesting (details below).

Equity grant and vesting detail (CEO holdings):

• Inducement option award: 55,000 options at $31.61 (7/26/2022); vesting 25% at first anniversary, remaining 75% vesting quarterly over the next three years; subject to potential acceleration upon specified performance metrics .
• 2024 award: Options granted 2/27/2024 at $11.81, vesting in equal quarterly installments over three years .

Pay versus Performance (company-reported “Compensation Actually Paid” for PEO vs TSR and net loss):

• PEO CAP: $1,615,434 (2022), $697,403 (2023), $1,978,633 (2024); TSR and net losses as in the “About” table above .

Equity Ownership & Alignment

• Beneficial ownership (as of April 1, 2025): 79,986 shares, or 2.45% of outstanding on an as-converted basis; includes 5,000 Class A shares held directly and options to purchase up to 74,986 shares vested or vesting within 60 days .
• Outstanding options detail (as of 12/31/2024): 53,241 exercisable and 90,971 unexercisable across two grants (see table above) .
• Pledging/hedging: vTv’s trading policy prohibits short sales and trading in public options/derivatives, requires pre-clearance for insiders, and imposes blackout periods; no pledging by Mr. Sekhri is disclosed in the beneficial ownership table .

Employment Terms

Key terms from the 7/25/2022 Employment Agreement (as amended by subsequent salary/bonus changes):

• Base salary and bonus: Base “not less than” $480,000; increased to $650,000 in Feb 2024; target bonus set at 60% of base .
• Equity: Inducement option award to purchase 55,000 shares at $31.61 with 4-year vesting schedule (25% at year 1, then quarterly) and potential acceleration on specified performance .
• Severance (termination without cause / resignation for good reason): 12 months base salary paid in installments, continuation of COBRA coverage for 12 months on the same cost-sharing basis (subject to tax law constraints), and payment of target cash bonus for the year of termination (release required) .
• Change-in-control (double-trigger): If terminated without cause or for good reason within 12 months following a change in control, severance increases to 18 months of base salary (with the other severance components above) .
• Restrictive covenants: Two-year post-employment non-compete and two-year non-solicit; standard confidentiality/IP and non-disparagement provisions .

Board Governance

• Board service: Director since August 2022; Executive Chair since March 2024 .
• Committee structure and independence: Audit (Spiegelman, Chair; Akkaraju; Phillips), Compensation (Phillips, Chair; Cheong; Al Marzooqi), Nominating & Corporate Governance (Cheong, Chair; Spiegelman). The independent directors are Drs. Akkaraju, Cheong, Al Marzooqi, Phillips, and Mr. Spiegelman; Mr. Sekhri serves as CEO and is not independent .
• Special voting procedures: For three years from Feb 27, 2024, at least five directors must approve certain major actions (e.g., M&A, significant financings). Termination of the CEO or appointment of a different CEO requires the vote of four directors, excluding the CEO .
• Board activity: Seven meetings in 2024; all directors attended at least 94% of board and committee meetings .

Investment Implications

• Alignment and incentives: A meaningful portion of compensation is equity-based with multi-year vesting (including large 2024 awards), and Mr. Sekhri beneficially owns 2.45% (largely option-based), aligning him with shareholders over time .
• Vesting and trading: Quarterly vesting schedules on recent options create potential periodic liquidity events; however, insider trading controls (pre-clearance, blackout periods, and prohibitions on short sales/derivatives) govern timing and method of any sales .
• Retention risk vs protections: Contractual protections (12–18 months’ salary, COBRA, and target bonus upon qualifying terminations) and a 2-year non-compete/non-solicit reduce near-term turnover risk; change-in-control economics are double-triggered, moderating windfall concerns .
• Governance checks on CEO/Chair dual-role: Independent committee leadership and a special voting requirement—four directors (excluding the CEO) to remove the CEO—provide counterweights to the combined role .
• Execution track record and catalysts: Under Sekhri, the FDA lifted the clinical hold and CATT1 screening was reinitiated—key operational milestones toward advancing cadisegliatin; near-term outcomes hinge on timely trial execution and financing capacity .
• Financial risk: The company remains pre-revenue with persistent net losses and disclosed substantial doubt about going concern, implying elevated financing and dilution risk despite recent operational progress .

Appendix: Additional Compensation and Performance Tables

Compensation Summary (Selected CEO line items)

Outstanding Equity Awards (as of 12/31/2024)

Beneficial Ownership (as of 4/1/2025)

Pay vs Performance (PEO “Compensation Actually Paid”)