Andy Sassine
About Andy Sassine
Andy Sassine, 60, is Chief Financial Officer (since January 2019) and an employee-director of Arcturus Therapeutics. He previously served as a director from May 2018 to June 2019 and was re-elected in September 2019. He holds a B.A. from the University of Iowa (1987) and an MBA from The Wharton School (1993). His 2024 annual bonus paid at 95% of target reflected qualitative achievement of corporate goals; long-term compensation is predominantly stock options, aligning realized value to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Investments | Portfolio Manager; prior High Yield and International Small/Mid Cap Analyst | 1999–2012 | Managed Fidelity Small Cap Stock Fund, Fidelity International Small Cap Opportunities Fund, and Fidelity Advisor International Small Cap Opportunities Fund; deep small/mid-cap investing expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| iCAD Inc. (NASDAQ: ICAD) | Director | Not disclosed | Medtech imaging company; current public board service |
Board Service at ARCT
- Director service: May 2018–June 2019; re-elected September 2019; included in 2025 director slate .
- Independence: Not independent due to CFO role (Board has 7 of 9 independent directors) .
- Committee roles: None (all standing committees comprised solely of independent directors). Audit: Barlow (Chair), Holmes, Markels; Compensation: Marquet (Chair), Marantz, Barlow; Nominating & Governance: Holmes (Chair), Marantz, Markels .
- Board operations: 6 board meetings in 2024; each director attended ≥75% of meetings. Committee meetings in 2024: Audit (6), Compensation (4), Nominating & Governance (2) .
- Leadership: Chair transitioning from Dr. Farrell to Dr. Slaoui effective July 1, 2025 (maintains board independence structure) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Cash Bonus ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 550,000 | 50% | 261,000 | 811,000 |
| 2023 | 550,000 | — | 137,500 | 687,500 |
| 2022 | 525,000 | — | 301,875 | 826,875 |
Notes:
- 2024 base salaries were unchanged from 2023; CFO salary remained $550,000 .
Performance Compensation
2024 Annual Incentive (Cash)
| Metric Category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate objectives (pipeline, partnered vaccines, collaborations, non-dilutive funds, operations/compliance) | Not formally weighted (qualitative assessment) | $275,000 (50% of $550,000) | 95% achievement | $261,000 | Objectives included ARCT-810 Phase 2 biomarker POC, ARCT-032 Phase 1b and Phase 2 go-ahead, JP COVID approvals with partners, non-dilutive funding, budget/SOX 404 compliance |
2024 Long-Term Incentive (Options)
| Grant Date | Securities Underlying Options (#) | Exercise Price ($) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 12/16/2024 | 60,000 | 16.24 | 807,000 | 25% at 1-year; remainder monthly over 36 months |
Additional equity design policies: Company favors stock options as inherently performance-based; 2024 grant values were below median of peer data used; no RSU awards outstanding for NEOs in 2024 .
Outstanding Equity (as of 12/31/2024)
| Strike ($) | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| 8.00 | 36,250 | — | 8/24/2028 |
| 4.53 | 100,000 | — | 1/1/2029 |
| 10.23 | 15,000 | — | 10/25/2029 |
| 14.12 | 80,000 | — | 2/18/2030 |
| 99.29 | 100,000 | — | 12/18/2030 |
| 34.57 | 63,750 | 21,250 | 12/10/2031 |
| 16.92 | 62,500 | 62,500 | 12/9/2032 |
| 28.88 | 18,750 | 56,250 | 12/15/2033 |
| 16.24 | — | 60,000 | 12/16/2034 |
- Vesting convention: 25% after one year then 1/36 monthly thereafter .
- No option exercises by NEOs in 2024; no restricted stock held .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership | 732,401 shares; 2.7% of outstanding |
| Options exercisable/unexercisable | 476,250 / 200,000 (see table above) |
| Hedging/derivatives | Prohibited for officers/directors under Insider Trading Policy |
| Pledging/margin | Prohibited (no pledging) |
In-the-money intrinsic value of exercisable options at 12/31/2024 close ($16.97) for strikes below market:
- 4.53: 100,000 x ($16.97 – $4.53) = $1,244,000
- 8.00: 36,250 x ($16.97 – $8.00) = $325,162.50
- 10.23: 15,000 x ($16.97 – $10.23) = $101,100
- 14.12: 80,000 x ($16.97 – $14.12) = $228,000
- 16.92: 62,500 x ($16.97 – $16.92) = $3,125
- Total intrinsic value (exercisable): ~$1,901,387.50 as of 12/31/2024
Vesting overhang: The 12/16/2024 grant vests 15,000 options on 12/16/2025; remaining 45,000 vest over 36 months (~1,250/month), potentially creating periodic liquidity windows if in-the-money .
Employment Terms
- Employment Agreement (June 13, 2019): Base salary $550,000; annual bonus up to 50% of base salary, subject to criteria set by Board/Comp Committee; expense reimbursement .
- Termination (no change in control): 12 months’ salary continuation; pro rata annual bonus based on actual performance; up to 12 months COBRA premiums .
- Termination in connection with change in control (double trigger): Lump sum one year’s salary + target bonus + pro rata target bonus; up to 12 months COBRA; accelerated vesting of unvested time-based equity awards; post-termination option exercise per award terms .
- Potential payments (as of 12/31/2024; stock at $16.97):
- Cash Severance: $811,000 (both with/without change in control)
- Health and Welfare: $9,100 (both scenarios)
- Accelerated Vesting (if award not assumed or upon qualifying termination post-CoC): $3,319,756
Other benefits: No pension/SERP; no nonqualified deferred comp plans; minimal perquisites; 401(k) available .
Performance & Track Record
Company-level 2024 objectives highlighted pipeline advancement (ARCT-810, ARCT-032), partnered vaccine milestones (JP approvals/data), collaboration execution, non-dilutive funding, and disciplined operations (budget, SOX 404) . Say-on-pay support was high (94.9% approval in 2024), and executive programs emphasize options, no repricing, and no hedging/pledging—supporting alignment with shareholders .
Company financial trend:
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $205,999,000* | $166,799,000* | $152,310,000* |
| EBITDA | $13,704,000* | $(75,248,000)* | $(92,125,000)* |
Values retrieved from S&P Global.*
Compensation Committee and Governance Observations
- Compensation Committee: Marquet (Chair), Marantz, Barlow; independent; uses an independent compensation consultant; four meetings in 2024 .
- Guardrails: No stock option repricing without shareholder approval; equity not included in severance calculations; no hedging/pledging; no guaranteed compensation; no funded pensions .
- Severance Policy: Double-trigger CoC; accelerated vesting if terminated within 18 months of CoC; lump-sum bonuses under CoC scenarios .
Investment Implications
- Alignment and upside leverage: Compensation is heavily equity-linked via options; 2024 grants at $16.24 align upside to stock performance and were below peer median grant values, signaling measured equity use . Intrinsic value of exercisable options was ~$1.9M at 12/31/2024, indicating existing in-the-money exposure .
- Retention risk moderate: 12 months’ salary + bonus protections and double-trigger equity acceleration reduce departure risk; 2024 bonus paid at 95% of target supports pay-for-performance credibility .
- Governance/independence: As CFO-director, Sassine is not independent; however, the board has a strong independent majority, independent committee structure, and a planned independent chair transition—all mitigating dual-role concerns .
- Trading signals to monitor: 12/16/2025 cliff vest (15,000 options) and subsequent monthly vesting may create episodic liquidity events if options remain in-the-money; monitor Form 4 filings and any 10b5-1 plan adoptions for execution timing. Vesting/conversion dynamics and prohibitions on hedging/pledging reduce misalignment risk .
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