Steven Lo
VaxartAbout Steven Lo
Steven Lo is President, Chief Executive Officer, Principal Executive Officer, and Director of Vaxart since March 2024; age 58; education includes an MHA from the University of Southern California and a B.S. in Microbiology from UC Davis . During 2024, Vaxart reported a net loss of $66.9 million and a cumulative TSR index value of 11.60 for the period mandated under “Pay Versus Performance” disclosure, framing the performance backdrop for his inaugural year of compensation design and payouts . Vaxart’s board determined Mr. Lo is not independent due to his CEO role; the Chair role remains separate (Michael J. Finney), providing structural oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valitor, Inc. | CEO and Director | Aug 2022–Mar 2024 | Led private biotech; executive leadership experience |
| Zosano Pharma Corp. | President, CEO, Director | Oct 2019–Aug 2022 | Led company through restructuring; Zosano filed Ch. 11 on Jun 1, 2022 |
| Puma Biotechnology, Inc. | Chief Commercial Officer | Sep 2015–Oct 2019 | Built BD and worldwide commercialization of first product |
| Corcept Therapeutics Inc. | Chief Commercial Officer | Prior to 2015 | Established commercial org to launch first product |
| Genentech (Roche) | Leadership roles in commercial and drug development | 13 years | Oncology, endocrinology, specialty therapeutics leadership |
| AstraZeneca; Kaiser Permanente | Early pharma; finance/operations roles | Early career | Foundational experience in operations and finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Valitor, Inc. | CEO and Board Member | Aug 2022–Mar 2024 | Private biotech |
| Zosano Pharma Corp. | Board Member | 2019–2022 | Public biotech; entered Chapter 11 in 2022 |
Board Service & Governance
- Director at Vaxart since March 2024; not independent due to CEO role .
- Board committees: Mr. Lo is not shown as a member of Audit, Compensation, Nominating & Governance, or Science & Technology committees as of March 28, 2025 .
- Board leadership: separate Chair (Michael J. Finney) and CEO roles; majority of directors independent; executive sessions at least twice in 2024; each director attended ≥75% of meetings .
- Dual-role implications: independence concerns mitigated by split Chair/CEO and independent committee oversight; no additional director compensation for Mr. Lo while serving as CEO .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual Base Salary (Rate) | $600,000 | Set upon appointment; reviewed annually |
| Salary Earned | $473,810 | Pro-rated from March 18, 2024 |
| Target Bonus % | 50% of salary | Pro-rated for 2024 |
| Actual Bonus Paid | $272,000 | Funded by 2024 STI pool (overall achievement 92%) |
Performance Compensation
- Short-Term Incentive (STI) program: corporate goals across norovirus, COVID-19, other programs (influenza, HPV), manufacturing, and finance; 2024 overall achievement level 92%, with payouts allocated based on CEO recommendations and board approval .
- Long-Term Incentives (LTI) granted on appointment under 2024 Inducement Award Plan: stock option to purchase 1,000,000 shares and RSU covering 250,000 shares; options vest 25% at first anniversary then monthly over 36 months; RSUs vest 25% annually over 4 years .
STI Outcomes (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (norovirus, COVID-19, other programs, manufacturing, finance) | Corporate-level | 100% | 92% | $272,000 (cash) | Cash (no vesting) |
LTI Awards (Grant details)
| Award Type | Grant Size | Strike Price | Vesting | Expiration |
|---|---|---|---|---|
| Stock Options | 1,000,000 shares | $1.16 | 25% at 3/18/2025, then monthly for 36 months | 3/17/2034 |
| RSUs | 250,000 shares | N/A | 25% annually over 4 years | N/A |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging policy: prohibits hedging transactions and pledging company securities; Rule 10b5-1 trading plans permitted with pre-clearance and blackout restrictions .
- Clawback: Compensation Recovery Policy adopted October 2023, compliant with SEC/Nasdaq, applies to incentive compensation for last three completed fiscal years in event of a restatement .
Beneficial Ownership (as of March 26, 2025)
| Holder | Shares Owned | Options Exercisable (≤60 days) | RSUs Vesting (≤60 days) | % of Outstanding |
|---|---|---|---|---|
| Steven Lo | 40,138 | 291,666 | — | <1% |
Shares outstanding on March 26, 2025: 228,208,284 .
Outstanding Awards (as of Dec 31, 2024)
| Award | Unexercisable | Exercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (grant 3/18/2024) | 1,000,000 | — | $1.16 | 3/17/2034 |
| RSUs (grant 3/18/2024) | 250,000 | — | N/A | N/A |
Employment Terms
| Term | Details |
|---|---|
| Start Date | Effective March 18, 2024 |
| Role | President, CEO, Principal Executive Officer, Director |
| Letter Agreement | Base $600,000; target STI 50%; LTI (1,000,000 options; 250,000 RSUs); participation in Severance Benefit Plan |
| Severance (Non-CIC) | 12 months base salary continuation; company-paid portion of health premiums during continuation; CEO has 12-month multiple |
| Severance (CIC; double-trigger) | If terminated other than for cause or resigns for good reason during 3 months before or 12 months after CIC: lump sum 12 months base salary; company-paid portion of health premiums during continuation; full vesting of unvested time-based equity; pro-rated target annual bonus for year of termination |
| Clawback | Policy adopted Oct 2023; recover erroneously awarded incentive comp after restatement; applies to current/former executive officers |
| Hedging/Pledging | Prohibited for directors/officers/employees; 10b5-1 plans permitted subject to policy |
| Indemnification | Standard indemnification agreement; named on D&O insurance |
| Resignation Clause | Upon termination or removal as CEO, immediate resignation from all positions, including Director, unless otherwise requested |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation included $473,810 salary and $272,000 cash STI, plus equity grant values ($1,044,370 options; $290,000 RSUs, grant-date fair value), indicating meaningful equity emphasis typical for pre-commercial biotech and alignment with LTI .
- STI design: corporate scorecard-driven with 92% achievement; payouts subject to committee and board discretion and individual allocation, supporting retention amid program milestones .
- Peer group and market positioning: compensation benchmarking targets generally 25th–50th percentile of peers; peer group comprised of pre-commercial U.S. biopharma firms (e.g., Altimmune, Arcturus Therapeutics, Ocugen, RAPT Therapeutics, etc.) .
- Governance safeguards: no tax gross-ups in Severance Plan; clawback policy; anti-hedging/pledging policy .
Risk Indicators & Red Flags
- Trading/listing risk: Vaxart sought reverse stock split authority in April 2025 to regain compliance with Nasdaq $1.00 bid price requirement; later disclosed Nasdaq suspension with OTCQX trading and appeal in August 2025, proposing reverse split with concurrent authorized share reduction—potential dilution and volatility risks .
- Prior bankruptcy at Zosano during Mr. Lo’s tenure as CEO, relevant to track record context albeit at a different company .
- Say-on-Pay support: 67% approval at 2024 annual meeting, indicating mixed shareholder sentiment on executive pay .
Investment Implications
- Alignment: Equity-heavy LTI with multi-year vesting and company-wide anti-hedging/pledging and clawback policies support alignment; double-trigger CIC acceleration and pro-rated bonus provide protection but can accelerate equity in change-of-control scenarios .
- Retention and selling pressure: Monthly option vesting after first anniversary and annual RSU vesting create periodic liquidity opportunities; policy framework allows 10b5-1 plans and restricts pledging, moderating risk of unstructured selling .
- Performance/pay dynamics: 2024 STI funded at 92% despite net loss and low TSR index value; shareholder support of 67% suggests scrutiny and potential future adjustments to strengthen pay-for-performance linkage .
- Trading signals: Reverse split initiatives and listing status developments may drive near-term volatility; compensation structures could incentivize milestone execution and capital access to support strategic programs (norovirus, COVID-19, influenza, HPV) .