Jeremy Graff
Allarity TherapeuticsAbout Jeremy Graff
Jeremy R. Graff, age 55, is President and Chief Development Officer at Allarity Therapeutics (ALLR) since September 30, 2024, announced October 3, 2024 . He brings 25+ years across translational oncology and drug development, including founding Lilly’s translational oncology group supporting 31 clinical assets; prior C-level roles at IMV, HiberCell, and Biothera; and a postdoc at Johns Hopkins. He holds a Ph.D. from University of Kentucky’s Markey Cancer Center and a B.A. in Biology/Chemistry from Thomas More College . Company EBITDA remained negative in FY 2023–FY 2024, reflecting ongoing development-stage investment, and provides context for pay-for-performance alignment below (see EBITDA table; values from S&P Global) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allarity Therapeutics | Consultant | Nov 2023–Sep 2024 | Advised R&D programs in small-molecule oncology |
| IMV Inc. | Chief Scientific Officer | Jun 2021–Jan 2024 | Oversaw research and development of a cancer vaccine platform |
| HiberCell | Chief Development Officer | Jun 2020–Mar 2021 | Led clinical-stage development in oncology |
| Biothera Pharmaceuticals | President & Chief Scientific Officer | Nov 2018–Jun 2020 | Advanced proprietary immunotherapy Imprime PGG with CPIs |
| Biothera Pharmaceuticals | CSO & SVP Research | Nov 2014–Nov 2018 | Led research; immuno-oncology clinical programs |
| Eli Lilly | Translational Oncology Lead (various roles) | Feb 1998–Nov 2014 | Established translational oncology group; supported 31 oncology assets |
External Roles
| Organization | Role |
|---|---|
| IN8bio, Inc. | Board of Directors |
| Wood Hudson Cancer Research Laboratory | Board of Trustees |
| Avicenna Biosciences, Inc. | Scientific Advisory Board |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (per employment agreement) | $475,000 | Set in Graff Employment Agreement dated Sep 30, 2024 |
| Current Base Salary (FY 2024 proxy table) | $494,000 | Listed as current base for named executive officers |
| Target Annual Bonus % | Up to 45% of base | Objectives set by Board; 2024 prorated |
| Signing Bonus | $75,000 | One-time; retention commitment ≥1 year |
2024 actual pay outcomes:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 120,549 | 75,000 | 250,000 | 71,250 | 2,375 | 447,923 |
| All amounts per Summary Compensation Table . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (FY 2024) | Not disclosed | Up to 45% of base; prorated for 2024 | $71,250 | Cash | N/A |
Equity awards are time-vesting RSUs (see next section). No option awards were granted to named executive officers in 2023 or 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| RSU Grant (Grant-date fair value) | $250,000 (shares determined off Sep 30, 2024 close) |
| RSUs Granted (shares) | 118,483 RSUs (Unvested as of 12/31/2024) |
| Vesting Schedule | 39,494 RSUs vest on each of Sep 30, 2025, Sep 30, 2026, Sep 30, 2027 |
| Market Value of Unvested RSUs (12/31/2024) | $138,625 |
| Beneficial Ownership (Record Date Apr 16, 2025) | 0 shares; 0% of outstanding |
| Shares Outstanding (Record Date) | 17,075,338 |
| Options/Exercisables | None; no option awards in 2023 or 2024 |
| Hedging Policy | Company has not adopted specific hedging restrictions; notes policy not established |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted; applies to time/performance equity and incentive compensation |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | President & Chief Development Officer; effective Sep 30, 2024; announced Oct 3, 2024 |
| Agreement Type | Employment Agreement dated Sep 30, 2024; at-will employment |
| Severance (No Cause/Good Reason) | 9 months of base salary via salary continuation |
| Change-of-Control Severance | 12 months of base salary via salary continuation if terminated by Company as a result of CoC (double-trigger) |
| Benefits | Eligible for medical/dental/vision/401(k); broad participation in benefit plans |
| IP/Confidentiality | Customary confidentiality and IP assignment obligations |
| Equity Plan Terms (COC, repricing) | 2021 Plan permits potential acceleration/settlement on corporate transaction and allows repricing/exchanges with consent (plan-level discretion) |
| Insider Trading Policy | Company maintains insider trading policy; provided in 2024 Annual Report exhibits |
| Deferred Comp | No nonqualified deferred compensation participation in 2024 |
| Pension/401(k) | 401(k) plan with 5% contribution; benefits vest immediately |
| Perquisites | Company pays premiums for medical, dental, and vision |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA ($) | -17,092,000* | -17,529,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- RSU-heavy onboarding with time-vesting tranches (three annual installments) ties retention to 2025–2027 dates; no disclosed performance RSUs/PSUs for Graff, and annual cash bonus is based on Board-set objectives without detailed metric disclosure, indicating higher discretion in variable pay .
- Plan-level provisions allow award repricing/exchanges and potential acceleration in corporate transactions, increasing flexibility but adding governance risk if used opportunistically .
- As an Emerging Growth Company, ALLR is exempt from say-on-pay and CEO pay ratio disclosures, reducing external pressure on pay design changes .
Risk Indicators & Red Flags
- Hedging policy: Company has not adopted specific hedging restrictions, which can weaken alignment if executives hedge exposure .
- Beneficial ownership: 0 shares reported at record date, with equity exposure largely via unvested RSUs; alignment increases as tranches vest but short-term selling pressure could emerge around vest dates .
- Equity plan mechanics: Repricing/exchange authority and transaction-related acceleration available under 2021 Plan; warrants monitoring by investors .
Investment Implications
- Retention/vesting overhang: Three equal RSU tranches (39,494 shares each) scheduled for Sep 2025–2027 create identifiable vest windows that may introduce supply overhang; monitor Form 4 filings and trading windows around these dates .
- Pay-for-performance calibration: With negative EBITDA and a discretionary bonus framework, transparency around Board-set objectives is key; investors should seek clearer disclosure of quantitative performance metrics for future bonuses .
- Governance posture: EGC status limits say-on-pay, while hedging policy gaps and plan-level repricing add governance risk; engagement with the Compensation Committee (McLaughlin, Vazzano, Benjamin) on metric rigor and ownership alignment is advisable .