Martin Babler
About Martin Babler
Martin Babler, age 60, is President, Chief Executive Officer, and Chairman of the Board of Alumis Inc., serving since September 2021. He holds a Swiss Federal Diploma in Pharmacy from ETH Zurich and completed the Executive Development Program at Northwestern’s Kellogg School of Management. He is not an independent director by virtue of serving as CEO; the Board appointed a Lead Independent Director (Dr. Sapna Srivastava) in June 2025 to balance the combined CEO/Chair structure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Principia Biopharma Inc. | President & CEO | Apr 2011 – Oct 2020 | Led company through period culminating in acquisition by Sanofi (2020) |
| Talima Therapeutics, Inc. | President & CEO | Dec 2007 – Apr 2011 | Senior leadership at private pharmaceutical company |
| Genentech, Inc. | VP, Immunology Sales & Marketing | 1998 – 2007 | Senior commercial leadership in immunology franchise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Prelude Therapeutics Inc. | Director | Present | Current public company directorship |
| 89bio Inc. | Director | Present | Current public company directorship |
| Sardona Therapeutics, Inc. | Director | Prior | Previously served on board |
Fixed Compensation
| Year | Base salary rate ($) | Salary paid ($) | Target bonus % | Actual bonus paid ($) |
|---|---|---|---|---|
| 2024 | 661,000 | 605,900 | 55% | 306,738 |
| 2023 | N/A | 516,000 | N/A | 185,760 |
Notes:
- 2024 corporate goals were achieved at 105%, which drove the annual bonus outcome .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate scorecard (not itemized in proxy) | N/A | 100% | 105% | Paid as disclosed above | Annual cash bonus for FY2024 |
Equity Awards and Vesting (Key Grants)
| Grant date | Instrument | Shares/Options (#) | Exercise/Grant Price ($) | Vesting schedule (service) | Performance condition |
|---|---|---|---|---|---|
| 05/06/2024 | Performance Options (2024 POP) | 478,288 | 10.19 | Service condition: 1/36th monthly per tranche | Three share-price hurdles (30-day VWAP): $46.75 (1/3), $70.125 (1/3 + catch-up), $93.50 (1/3 + catch-up); deadlines at 4/5/6 years respectively |
| 06/06/2024 | Stock Options | 245,989 | 13.32 | 25% after 12 months, then monthly over 36 months | None |
| 03/29/2024 | Stock Options | 241,210 | 8.84 | 25% after 12 months, then monthly over 36 months | None (award includes early exercise feature) |
| 06/27/2024 | Stock Options | 21,390 | 16.00 | 25% after 12 months, then monthly over 36 months | None |
| Prior awards (selected) | Stock Options | Various | 8.84 / 3.83 repriced where applicable | Standard 4–6 year vesting; some early exercise features | None unless POP |
Additional details:
- March 2024 option repricing: exercise prices for certain outstanding options (including Mr. Babler’s) were reduced to $8.84 (FMV on 3/29/2024) to support retention; incremental fair value from repricing included $161,437 for Mr. Babler in 2024 grant-date fair value .
Change-in-Control and POP Mechanics (Highlights)
- POP Options: If a change in control values the consideration at or above the share-price targets, the performance condition is deemed satisfied pro rata; service condition fully satisfied at CoC if in service (or certain prior terminations within one year of CoC). Post-termination POP treatment allows limited continued performance vesting for one to two years depending on termination type .
- General CoC acceleration: 50% acceleration of then-unvested options at CoC; 100% acceleration upon qualifying termination within 12 months post-CoC .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (voting common) | 2,470,425 shares (2.5% of voting power) as of June 4, 2025 |
| Ownership breakdown | 106,454 shares held by Martin Babler Revocable Trust; 2,363,971 shares subject to options exercisable within 60 days (includes 478,288 POP performance options that are early exercisable only upon satisfying performance conditions) |
| Shares outstanding reference | 96,004,357 voting common shares outstanding as of June 4, 2025 |
| Hedging/pledging | Company policy prohibits hedging, holding in margin accounts, and pledging of company stock |
| Insider transactions (recent) | Form 4 filed for period 07/29/2025 includes footnote: 3,000 shares acquired on May 20, 2025 under the 2024 ESPP |
| Initial IPO-related Form 4 | Form 4 filed 07/01/2024 reflecting equity activity/awards and vesting terms post-IPO |
Employment Terms
- Employment: At-will, initial offer (Sept 2021) provided initial base salary $500,000 and initial target bonus of 40%; long-term equity granted at hire .
- Severance (non-CoC): If terminated without cause or for constructive termination, 12 months’ base salary continuation, up to 12 months’ COBRA premium reimbursements, and partial acceleration equal to what would vest by the first anniversary of termination, subject to release of claims .
- Change of Control: For the 2021 option for 641,711 shares, 50% single-trigger acceleration at CoC (other than excluded CoC); if terminated without cause or constructively terminated within 12 months post-CoC (including excluded CoC), 100% of that grant accelerates; broader policy provides 50% acceleration of then-unvested options at CoC and 100% upon qualifying post-CoC termination .
- Clawback: Dodd-Frank compliant compensation recovery policy adopted June 2024 .
Board Governance (Babler as Director/Chair)
- Role and independence: Chairman and CEO; not independent. Board determined all other directors are independent; Lead Independent Director appointed in June 2025 (Dr. Srivastava) to counterbalance combined role .
- Committees: Mr. Babler does not serve on Audit, Compensation, or Governance committees (line is blank in committee membership table) .
- Board activity: Board met 12 times in FY2024; each director attended ≥75% of meetings; independent directors held four executive sessions in 2024 .
Related Party and Interlocks (Selected)
- Voting and Support Agreements: In connection with the ACELYRIN merger (February 6, 2025), entities affiliated with major holders and Mr. Babler (collectively ~62% at that time) agreed to vote in favor; indicates alignment with strategic transaction .
- Insider trading / alignment controls: Company’s insider trading policy prohibits hedging, derivatives, options trading (outside compensatory awards), and pledging/margin accounts .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total compensation driven primarily by equity (option awards fair value ~$9.75M vs. salary ~$0.61M and bonus $0.31M), up from 2023 equity grants ($3.89M) reflecting post-IPO equity strategy and repricing; bonus increased alongside 105% corporate score achievement .
- Option repricing (March 2024): Reduced strike prices on outstanding options to $8.84 to retain/incentivize executives while preserving cash; added incremental fair value ($161k for Babler) — a potential governance red flag offset by disclosed retention rationale .
- Performance options (POP): Material performance linkage via multi-year, escalating share-price hurdles ($46.75/$70.125/$93.50 30-day VWAP) with service-vesting overlay; meaningful alignment to shareholder value creation .
Risk Indicators & Red Flags
- Option repricing/modification of underwater options (March 2024) — disclosed rationale is retention without additional dilution; nonetheless a recognized governance sensitivity .
- Single-trigger equity acceleration at CoC (50%) with double-trigger full acceleration post-CoC termination — accelerates vesting on change-in-control, partially independent of termination .
- Combined CEO/Chair structure — mitigated by Lead Independent Director and majority independent board .
- Hedging/pledging prohibited — reduces misalignment risks .
- No tax gross-ups, SERP, or pension benefits disclosed for Babler — limits “shareholder-unfriendly” provisions .
Equity Grant and Vesting Detail (Babler) — Selected Current Awards
| Grant | Shares/Options | Exercise Price ($) | Key Vesting Terms |
|---|---|---|---|
| 2024 POP Options (05/06/2024) | 478,288 | 10.19 | 1/3 at $46.75, 1/3 at $70.125 (+catch-up), 1/3 at $93.50 (+catch-up); service vesting monthly over 36 months; CoC mechanics apply |
| Stock Options (06/06/2024) | 245,989 | 13.32 | 25% after 12 months; monthly thereafter (48 months total) |
| Stock Options (03/29/2024) | 241,210 | 8.84 | 25% after 12 months; monthly thereafter; early exercise |
| Stock Options (06/27/2024) | 21,390 | 16.00 | 25% after 12 months; monthly thereafter |
Employment Terms (Detail)
- At-will employment; initial offer outlined base pay and target bonus; severance provides salary continuation (12 months), COBRA reimbursements (12 months), and partial equity acceleration to next anniversary; enhanced acceleration on specified 2021 grant and broader options per CoC and post-CoC termination .
Investment Implications
- Alignment: Large beneficial ownership (2.5% voting power) and significant unvested performance options create strong equity-linked incentives; hedging/pledging prohibitions support alignment .
- Pay-for-performance: 2024 POP options require substantial multi-year share-price hurdles before vesting; 2024 bonus tied to corporate scorecard achieved at 105% .
- Governance watch items: March 2024 option repricing and single-trigger (50%) CoC acceleration warrant continued oversight, though offset by lead independent director, clawback adoption, and majority-independent board .
- Retention and selling pressure: Ongoing monthly vesting plus POP performance windows create potential supply over time, but recent disclosed ESPP purchase (3,000 shares) indicates ongoing participation rather than selling; monitor future Form 4s for disposition activity .