Giuseppe Ciaramella
Beam TherapeuticsAbout Giuseppe Ciaramella
Giuseppe Ciaramella, Ph.D., is President of Beam Therapeutics (since January 2020) and previously served as Chief Scientific Officer from February 2018 to February 2023; he is 56 years old and holds a Ph.D. in Biochemistry from University College London . He has 25 years of drug discovery experience spanning small molecules, biologics, and advanced modalities (mRNA), including senior roles at Moderna (CSO, Infectious Diseases), AstraZeneca, Boehringer Ingelheim, and Pfizer UK . Company TSR (value of a $100 investment at IPO) was $132.27 in 2024 vs $145.17 in 2023; the company reported a 2024 net loss of $376.7M, providing context for pay-for-performance alignment during his tenure as President . Beam ended 2024 with $850.7M in cash and expects runway into 2027, while reporting pipeline progress including BEAM-101 (SCD) and BEAM-302 (AATD) milestone updates .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beam Therapeutics | President | Jan 2020–present | Leads platform and pipeline execution across hematology and genetic disease; previously CSO (Feb 2018–Feb 2023) . |
| Moderna Therapeutics | CSO, Infectious Diseases | 2014–Feb 2018 | Instrumental in first LNP‑encapsulated mRNA vaccines dosed in humans (technology underpins COVID‑19 vaccine) . |
| AstraZeneca | Executive Director | 2011–2014 | Led small‑molecule antiviral strategy . |
| Boehringer Ingelheim | VP & Head of Collaborative Research | 2010–2011 | Led external research collaborations . |
| Pfizer (UK) | Multiple leadership roles (Head of Biotherapeutics, Head of Antivirals, Head of Hit Discovery) | ~1996–2010 | Directed discovery groups across biotherapeutics and antivirals . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Orbital Therapeutics | Interim CEO and Director; later Scientific Advisor | Mar 2022–Sep 2024 (CEO/Director); Scientific Advisor after Sep 2024 | Consulting agreement; equity in Orbital subject to service‑based vesting; related‑party disclosure with Beam collaboration . |
| Professional societies | Member | N/A | Infectious Diseases Society of America; American Society of Gene Therapy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 585,000 | 615,000 | 642,500 |
| Target bonus (% of base) | 50% (policy) | 50% (policy) | 50% (policy) |
| Target bonus ($) | — | — | 321,250 |
| Actual cash bonus paid ($) | 336,375 | 322,875 | 385,500 |
Performance Compensation
Annual cash incentive plan design and outcomes
- Plan design: Corporate objectives across clinical, R&D, manufacturing, organizational and financial goals; committee retains discretion; no fixed weightings disclosed .
- Outcomes: 2024 payouts at 120% of target; 2023 payouts at 105% of target .
| Year | Performance goals (categories) | Target bonus ($) | Actual payout ($) | Payout as % of target |
|---|---|---|---|---|
| 2024 | Clinical, R&D, manufacturing, organizational, financial | 321,250 | 385,500 | 120% |
| 2023 | Clinical, R&D, manufacturing, organizational, financial | 307,500 | 322,875 | 105% |
Equity awards (grants, mix, and values)
| Equity component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Options granted (shares) | 30,000 (1/31/2022) | 40,000 (1/31/2023) | 70,000 (1/31/2024) |
| Option grant fair value ($) | 1,376,880 | 1,217,244 | 1,180,977 |
| RSUs granted (shares) | 15,000 (3/31/2022) | 20,000 (3/31/2023) | 35,000 (3/31/2024) |
| RSU grant fair value ($) | 859,500 | 612,400 | 1,156,400 |
| Vesting (options) | 48 equal monthly installments (recent grants) | 48 equal monthly installments | 48 equal monthly installments |
| Vesting (RSUs) | Equal annual installments over 4 years | Equal annual installments over 4 years | Equal annual installments over 4 years |
Equity mix note: Beam targets a 2:1 ratio of options to RSUs to balance upside with retention; 2024 saw a more balanced RSU vs option grant date value relative to 2023, improving value delivery under share‑price volatility .
Equity Ownership & Alignment
- Beneficial ownership: 770,372 shares (0.9%) as of March 31, 2024; 782,107 shares (<1%) as of March 31, 2025 .
- Anti‑pledging/hedging: Company policy prohibits pledging, short sales, and hedging transactions by executives and directors .
- Ownership guidelines: Compensation committee may recommend executive ownership guidelines; specific executive guideline levels not disclosed .
Outstanding equity at 12/31/2024 (selected awards)
| Instrument | Grant | Status at 12/31/24 | Terms |
|---|---|---|---|
| RSU | 3/31/2021 | 6,250 unvested; $155,000 MV | 4 annual installments; per‑share $24.80 as of 12/31/24 . |
| RSU | 3/31/2022 | 7,500 unvested; $186,000 MV | 4 annual installments . |
| RSU | 3/31/2023 | 15,000 unvested; $372,000 MV | 4 annual installments . |
| RSU | 3/31/2024 | 35,000 unvested; $868,000 MV | 4 annual installments . |
| Option | 3/31/2021 | 46,875 exercisable / 3,125 unexercisable @ $80.04 | 48 monthly installments . |
| Option | 1/31/2022 | 21,875 exercisable / 8,125 unexercisable @ $69.21 | 48 monthly installments . |
| Option | 1/31/2023 | 19,166 exercisable / 20,834 unexercisable @ $43.45 | 48 monthly installments . |
| Option | 1/31/2024 | 16,041 exercisable / 53,959 unexercisable @ $24.40 | 48 monthly installments . |
Unlock cadence: Annual grant timing is predictable—options on Jan 31 and RSUs on Mar 31—creating potential scheduled supply from vesting/option eligibility around those dates .
Exercises and vesting (realized)
| Year | Options exercised (#) | Value realized ($) | RSUs vested (#) | Value realized ($) |
|---|---|---|---|---|
| 2024 | 95,254 | 2,506,545 | 15,000 | 495,600 |
| 2023 | 237,119 | 5,805,709 | 10,000 | 306,200 |
Employment Terms
| Term | Summary |
|---|---|
| Employment agreements | Amended and restated employment agreement with fixed salary and annual bonus opportunity; perpetual confidentiality and IP assignment; separate non‑compete/non‑solicit agreement . |
| Non‑compete / non‑solicit | Non‑compete and non‑solicit during employment and for one year post‑termination . |
| Clawback | Nasdaq/Rule 10D‑1 compliant clawback on incentive‑based compensation for restatements; expanded recovery for misconduct/fraud at committee discretion . |
| Insider policy | Prohibits hedging, short sales, derivatives, and pledging; blackout periods and pre‑clearance apply to covered persons . |
Severance and change‑in‑control economics (Giuseppe Ciaramella)
| Scenario | Cash severance ($) | Target bonus ($) | COBRA ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (without CIC) | 642,500 | 321,250 | 24,526 | 596,000 | 1,584,276 |
| CIC (single trigger) | — | — | — | 505,042 (50% of unvested, “carved‑out” excluded) | 505,042 |
| CIC + qualifying termination (double trigger) | 642,500 | 321,250 | 24,526 | 1,602,584 (100% acceleration) | 2,590,859 |
CIC structure: Partial single‑trigger acceleration (50%) at closing with carve‑out of near‑term vesting, plus full double‑trigger acceleration and 12 months salary + target bonus if terminated within 12 months post‑CIC (or 30 days pre‑CIC) .
Compensation Structure Analysis
- Cash vs equity mix: Equity dominates total compensation, consistent with pre‑commercial biotech norms; 2024 grants show RSU value nearly equal to options, increasing guaranteed value delivery relative to 2023, which skewed more to options .
- Performance bonus rigor: Bonuses are tied to company objectives with disclosed categories; payouts flexed from 105% in 2023 to 120% in 2024, aligned with clinical and pipeline achievements (BEAM‑101 and BEAM‑302/301 progress) .
- Anti‑risk controls: Robust clawback and anti‑hedging/pledging policies; no tax gross‑ups; standard 280G cutback language .
Related Party Transactions
- Orbital Therapeutics collaboration and equity: Beam licensed technology to Orbital (2022). Dr. Ciaramella served as Orbital’s interim CEO and director until Sep 2024 and then as scientific advisor; he received Orbital equity subject to service‑based vesting. Several Beam insiders and major holders have positions in Orbital; Beam also holds Orbital equity .
Performance & Track Record (Context)
- 2024 milestones: Initial positive BEACON (BEAM‑101) results (Best of ASH) and BEAM‑302 IND/activation; ESCAPE PoC data; BEAM‑301 site activation .
- Financials and runway: $850.7M year‑end cash; runway into 2027; 2024 net loss $376.7M; R&D $367.6M; G&A $111.5M .
- Say‑on‑pay: Strong support—~98% approval in 2024; ~96% in 2023 .
Compensation Peer Group (for benchmarking)
Peers used for 2024 decisions included Allogene, Apellis, Arcellx, Arrowhead, Blueprint, BridgeBio, CRISPR Therapeutics, Denali, Editas, ImmunityBio, Intellia, Iovance, Lyell, Mirati, Prime Medicine, Rocket, Sana, Verve (and others as listed) .
Investment Implications
- Alignment: High equity exposure with multi‑year time‑based vesting, predictable grant calendar (Jan 31/Mar 31), and prohibition on pledging support alignment with long‑term shareholders and mitigate hedging risk .
- Retention/CIC: Double‑trigger CIC protection with full acceleration, plus single‑trigger 50% acceleration at closing, is competitive and could reduce management distraction in strategic scenarios; 12‑month severance outside CIC is standard for role .
- Selling pressure watchouts: Material option exercises in 2023–2024 and sizable unvested RSU/option overhang with monthly/annual vesting near Jan 31/Mar 31 may create episodic supply; monitor Form 4s around these dates for incremental signals .
- Execution risk vs momentum: Positive SCD and AATD readouts underpin 2024–2025 bonus outcomes; continued clinical execution is key as cash runway extends into 2027, but losses remain significant given R&D scale .
- Governance: Strong say‑on‑pay outcomes, clawback, and anti‑hedging/pledging policies reduce governance red flags; related‑party Orbital ties are well‑disclosed and appear managed within policy .