Garry Neil
About Garry Neil
Garry Neil, M.D., age 71, is President & Chief Executive Officer of Avalo Therapeutics and has served on the Board since June 2022; he previously served as Chairman of the Board from August 8, 2022 until March 25, 2025 when Avalo separated the Chair and CEO roles . Dr. Neil’s background spans senior R&D leadership at Johnson & Johnson (2002–2012), venture roles at Apple Tree Partners, and C-suite and board experience at multiple biopharma companies; he holds a B.S. and M.D. from the University of Saskatchewan with postdoctoral training at the University of Toronto and Scripps Clinic . Pay-versus-performance disclosure shows Avalo’s cumulative TSR on a hypothetical $100 investment fell to $0 by 2023–2024 and net losses were $41.7M (2022), $31.5M (2023), and $35.1M (2024), underscoring a challenging shareholder return backdrop during his CEO tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson | Corporate VP of Science & Technology; Group President, J&J PRD | 2002–2012 | Led development/approvals across multiple therapeutic areas; senior R&D leadership |
| Apple Tree Partners | Partner | 2012–2013 | Life sciences PE investing; strategic portfolio oversight |
| Aevi Genomic Medicine (acquired by Avalo) | Chief Scientific Officer | 2013–2020 | Helped transition assets to Avalo upon merger; guided R&D strategy |
| Avalo Therapeutics | Chief Medical Officer; Chief Scientific Officer | 2020–2022 | Established scientific direction pre-CEO appointment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Celldex Therapeutics (Nasdaq: CLDX) | Director | Current | Public biopharma board service |
| Arena Pharmaceuticals (Nasdaq: ARNA) | Director; Chair | Prior; until acquisition in Mar 2022 | Acquired by Pfizer; leadership and board oversight |
| Zura Bio (Nasdaq: ZURA) | Director | Prior | Public biopharma board service |
| GTx, Inc. (Nasdaq: GTXI) | Director | Prior | Public biopharma board service |
| Reagan Udall Foundation; Center for Discovery and Innovation | Director | Current | Non-profit/academic governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (paid) ($) | 475,000 | 532,500 |
| Base Salary Rate at Year-End ($) | 475,000 | 590,000 (increase effective June 30, 2024) |
| Target Bonus % of Base | 70% | 70% |
| Actual Bonus Paid ($) | 166,250 | 501,800 (includes retention bonus) |
| Retention Bonus ($) | — | 47,500 (paid Feb 2024) |
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($) | 434,112 | 4,255,801 |
| Stock Awards (RSUs) – Grant Date Fair Value ($) | — | 1,922,648 |
| Incentive Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary corporate and individual goals | Not disclosed | Not disclosed | Not disclosed | Annual bonus payouts per Summary Comp Table | RSUs and options vest per schedules below |
Performance metrics, weightings, and specific targets were not disclosed; annual bonuses are discretionary and based on Compensation Committee assessment of Company and individual performance .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 194,720 shares; 1.77% of shares outstanding as of April 22, 2025 |
| Composition | 47,140 common shares + 147,580 options exercisable within 60 days |
| Unvested RSUs | 194,600 unvested, granted 8/13/2024; scheduled to vest 3/28/2025, 3/28/2026, 3/28/2027 |
| Unexercisable Options (not yet vested) | 500,400 shares at $9.88 strike; grant 8/13/2024; expire 8/13/2034 |
| Hedging/Pledging | Insider Trading Policy strongly discourages short sales, options, hedging transactions, margin accounts; no pledging disclosed |
| Ownership Guidelines | Not disclosed |
Vesting Schedules and Potential Selling Pressure
- 8/13/2024 RSU grant (194,600 shares) vests in three equal installments on March 28, 2025, March 28, 2026, and March 28, 2027, creating predictable supply events if shares are sold upon vesting .
- 8/13/2024 option grant (500,400 shares; $9.88 strike) vests one-fourth on March 28, 2025 and the remainder monthly over 36 months thereafter; expiration 8/13/2034 .
- No recent Form 4 insider transactions were found in 2024–2025 via filing catalog search, limiting visibility into selling cadence; continued monitoring is warranted [ListDocuments result: 0 Form 4s for 2024–2025].
Employment Terms
| Term | Key Provisions |
|---|---|
| Appointment and current role | Appointed CEO Feb 14, 2022 (via 8-K); earlier roles include CMO/CSO at Avalo and CSO at Aevi |
| Base salary and bonus | Base increased to $475,000 in Feb 2022; target bonus up to 70% of base; discretionary, payable in cash or immediately vested equity at executive’s election |
| 2024 base salary update | Base salary rate increased to $590,000 effective June 30, 2024 |
| Equity awards (inducement/annual) | 3/8/2022 option grant; subsequent annual and special grants including 8/13/2024 options and RSUs; standard 4-year schedules and 1-year cliff where applicable |
| Non-compete / Non-solicit | One-year non-compete and non-solicit post-termination; confidentiality restrictions apply |
| Severance (termination without cause or for good reason) | Accrued benefits; prior year unpaid bonus; 18 months base salary; prorated current-year bonus; full vesting of options with 12 months post-termination exercise; up to 12 months COBRA premiums |
| Change in Control (CoC) | If termination without cause occurs within six months of a CoC, payments (accrued benefits, unpaid prior bonus, salary continuation) are made promptly after closing/termination; option vesting follows termination provisions |
Board Governance
- Board service history and dual-role implications: Dr. Neil served as Chairman while CEO from August 2022 to March 2025; the Board separated roles in March 2025 and appointed Michael Heffernan as Chairman to enhance independent oversight and allow CEO focus on operations . Dr. Neil is not independent under Nasdaq standards due to his CEO role .
- Committees: Current Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; Dr. Neil is not listed as a member of these committees .
- Board operations: Independent directors meet in executive session at least two times per year; Board met 12 times in 2024; all directors met at least 75% attendance thresholds .
Director Compensation
- Employee directors receive no additional compensation for Board service; only non-employee directors receive fees and equity awards per policy .
Compensation Structure Analysis
- Cash vs equity mix: FY2024 total compensation surged to $7.21M with substantial equity components (options $4.26M, RSUs $1.92M) versus FY2023 total of $1.08M, indicating a shift to equity-heavy pay aligned with longer-term retention and performance leverage .
- Guaranteed vs at-risk: Base salary rose mid-2024; annual bonuses remain discretionary; significant unvested equity introduces multi-year at-risk compensation contingent on continued service and share performance .
- Consultant and peer benchmarking: Aon Radford engaged in 2024 and 2025 to assess competitiveness and design; committee determined independence and lack of conflicts; peer group specifics not disclosed .
Related Party Transactions and Red Flags
- Royalty Agreement (Aevi, July 2019): Certain investors, including LeoGroup Private Investment Access, LLC on behalf of Garry Neil, receive low-single-digit royalties on OSI Products; Company retains buyout rights after three years post first public launch; approved by independent directors/audit committee of Aevi . This pre-existing arrangement merits monitoring for perceived conflicts and disclosure sufficiency.
- Option repricing/modification: No evidence of option repricing or award modifications disclosed in 2024–2025 materials .
- Hedging/pledging: Company policy strongly discourages hedging/margin transactions; no pledging disclosed .
Multi-Year Compensation and Ownership
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Compensation ($) | 1,075,362 | 7,212,749 |
| Salary ($) | 475,000 | 532,500 |
| Non-Equity Incentive ($) | 166,250 | 501,800 |
| Option Awards – Fair Value ($) | 434,112 | 4,255,801 |
| Stock Awards – Fair Value ($) | — | 1,922,648 |
| Beneficial Ownership (shares; %) | — | 194,720; 1.77% |
| Exercisable Options (within 60 days) (#) | — | 147,580 |
| Unvested RSUs (#) | — | 194,600 |
| Unexercisable Options (#) | — | 500,400 |
Performance & Track Record
- Achievements: Led programs resulting in new medicine approvals across oncology, anemia, infections, CNS/psychiatric disorders, pain, genitourinary and GI diseases during prior pharma tenures; brings extensive R&D leadership .
- Company performance: Pay-versus-performance shows TSR decoupled from CAP; cumulative TSR values fell to $0 by 2023–2024 and net losses persisted, highlighting ongoing execution and financing hurdles typical of development-stage biopharma .
Equity Award Details and Vesting
| Grant | Type | Shares | Strike/Value | Vesting | Expiration |
|---|---|---|---|---|---|
| 8/13/2024 | Stock Options | 500,400 | $9.88 | 25% on 3/28/2025; remaining monthly over 36 months | 8/13/2034 |
| 8/13/2024 | RSUs | 194,600 | — | 1/3 on 3/28/2025; 1/3 on 3/28/2026; 1/3 on 3/28/2027 | — |
Board Service History and Dual-Role Implications
- Board tenure: Director since June 2022; Chairman Aug 2022–Mar 2025; now CEO/Director under independent Chair .
- Implications: The 2025 move to separate Chair and CEO strengthens independent oversight and mitigates dual-role concerns common to small-cap biotech governance; Dr. Neil remains a non-independent director due to his executive role .
Investment Implications
- Alignment and retention: Large 2024 equity grants with multi-year vesting, coupled with 18-month salary continuation and option acceleration on qualifying termination, suggest strong retention incentives but also predictable vesting-related supply events on 3/28 annually through 2027 .
- Pay-for-performance optics: Discretionary bonuses without disclosed metrics and weak TSR/net losses may draw investor scrutiny; however, equity-heavy 2024 grants increase at-risk compensation tied to share outcomes over the next three years .
- Governance posture: Separation of Chair/CEO in 2025, fully independent committees, and discouragement of hedging/margin transactions are positives; continued monitoring of legacy royalty-related party arrangement is advisable .
- Trading signals: Upcoming RSU vesting dates and option cliff in March 2025, 2026, and 2027 represent potential selling pressure windows; absence of recent Form 4s in 2024–2025 limits visibility—investors should watch for 10b5-1 plan adoptions and sales disclosures around vesting events (ListDocuments: no 2024–2025 Form 4s).