Gwendolyn Binder
About Gwendolyn Binder
Gwendolyn K. Binder, Ph.D., is President, Science and Technology at Cabaletta Bio, Inc., serving as an executive officer since 2019 (EVP, Science & Technology starting Feb 2019; promoted to President, Science & Technology in Jan 2022). She is age 50 as of April 28, 2025 and holds a Ph.D. in Cellular and Molecular Medicine from Johns Hopkins University (2002). Binder is an R&D executive with deep expertise in engineered T cell therapies and translational development, with 30+ publications including in Science and Nature Medicine . Company TSR in pay-versus-performance disclosure was $245.41 for 2023 and $24.54 for 2024 (no dividends), highlighting volatility typical of clinical-stage biotech; Cabaletta reported no revenue in 2023–2024, and executive compensation is not tied to net income performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adaptimmune Therapeutics Plc | Chief Technology Officer | Mar 2016–Jan 2019 | Led research into tumor response/resistance; translated insights to next-gen products and clinical designs . |
| Adaptimmune Therapeutics Plc | Established/led translational research; manufacturing & quality | Mar 2011–Feb 2016 | Built in-house manufacturing; created translational research capability . |
| University of Pennsylvania | Director of Operations, Translational Research Program | Not disclosed | Advanced multiple INDs including CD19 CAR IND acquired by Novartis (Kymriah), first human gene-editing IND, and three TCR engineered T-cell studies . |
| VIRxSYS Corporation | Director of Scientific Affairs | Not disclosed | Supported first clinical lentiviral vector used in humans for engineered T cell therapy in HIV . |
External Roles
| Organization | Role | Years | Strategic Purpose |
|---|---|---|---|
| Instil Bio (Nasdaq: TIL) | Board of Directors | Since Jul 2020 | Oversight of clinical-stage biopharma developing novel therapies; enhances industry network . |
| Immatics | Scientific Advisory Board | Since Jul 2020 | Advisory to publicly traded engineered T cell immunotherapy developer . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $461,572 | $477,417 | $496,917 |
| Target Bonus (% of base) | 40% | 40% | 40% |
| Actual Bonus Paid ($, Non-Equity Incentive Plan) | $231,416 | $245,203 | $246,869 |
Notes:
- 2024 base salary was increased from $480,500 to $500,200 effective March 1, 2024 .
- 2024 company achievement was assessed at 108%; individual achievement for Binder was 115%, influencing bonus outcomes .
- 2023 company achievement was 107%; individual achievement for Binder was 120% .
Performance Compensation
Equity Awards Granted (Grant-date fair value)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($) | $353,351 | $1,618,263 | $2,581,003 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Identifier | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 2018 Plan/Option (10/28/2028) | 100,756 | — | 1.01 | 10/28/2028 | 25% at 10/11/2019; remainder quarterly . |
| 2019 Plan/Option (8/21/2029) | 66,667 | — | 9.54 | 8/21/2029 | 25% at 8/22/2020; remainder quarterly . |
| 2019 Plan/Option (10/23/2029) | 29,908 | — | 11.00 | 10/23/2029 | 25% at 10/24/2020; remainder quarterly . |
| 2021 Plan/Option (2/28/2031) | 117,188 | 7,812 | 11.47 | 2/28/2031 | 25% at 3/1/2022; remainder quarterly . |
| 2023 Plan/Option (1/17/2032) | 110,000 | 50,000 | 3.21 | 1/17/2032 | 25% at 1/18/2023; remainder quarterly . |
| 2024 Plan/Option (1/17/2033) | 77,000 | 99,000 | 11.09 | 1/17/2033 | 25% at 1/18/2024; remainder quarterly . |
| 2024 Plan/Option (2/28/2034) | — | 130,000 | 23.97 | 2/28/2034 | 25% at 3/1/2025; remainder quarterly . |
Annual Incentive Metrics
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Company Objectives (clinical, BD, financial/operational, culture) | Not disclosed | 100% | 108% | Bonus based on target × achievement | Cash (annual) |
| 2024 | Individual Achievement | Not disclosed | Not disclosed | 115% | Committee-adjusted | Cash (annual) |
| 2023 | Company Objectives (pipeline, manufacturing, compliance, financing, culture) | Not disclosed | 100% | 107% | Bonus based on target × achievement | Cash (annual) |
| 2023 | Individual Achievement | Not disclosed | Not disclosed | 120% | Committee-adjusted | Cash (annual) |
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 28, 2025 | 611,956 | 1.19% (out of 50,743,101 shares) | 20,000 shares held directly + 591,956 options exercisable within 60 days . |
- Vested vs unvested: At year-end 2024, unexercisable options totaled 286,812 (7,812 + 50,000 + 99,000 + 130,000), indicative of ongoing vesting through 2025 .
- Trading, pledging, hedging: Insider trading policy addresses risks of margin/pledging and expressly prohibits short sales and derivative transactions; purchases/sales of puts, calls, or derivatives require audit committee approval .
- Ownership guidelines: Not disclosed in proxy .
Employment Terms
| Component | Term |
|---|---|
| Employment | At-will under amended & restated employment agreement (originally executed Oct 2019) . |
| Base Salary & Bonus Eligibility | Annual base salary subject to review; eligible for annual bonus with target set as % of base salary (40%) . |
| Severance (outside Change-in-Control period) | 9 months of base salary; employer-paid COBRA up to 9 months . |
| Severance (within Change-in-Control period) | Lump sum equal to 1.0× (base salary + target bonus) paid over 12 months; employer-paid COBRA up to 12 months; full acceleration of time-based stock options/stock-based awards upon qualifying termination during CIC period (double trigger) . |
| 280G/4999 Treatment | Cut-back to avoid 4999 excise tax if it yields higher net after-tax benefit to the officer . |
| Non-Compete/Non-Solicit | Applies during employment and for 12 months thereafter . |
| Clawback Policy | Adopted Sept 12, 2023; recovers excess incentive compensation received in prior 3 years if financial restatement required under final SEC/Nasdaq clawback rules . |
| Option Repricing (Retention) | On May 19, 2025, Board repriced underwater options to $1.92 with a retention period through the earlier of one year, a sale event, or death/disability; exercising or leaving before retention end reverts to original exercise price . |
Investment Implications
- Pay mix and alignment: Binder’s compensation is heavily equity-based (option awards rising from $1.62M in 2023 to $2.58M in 2024), aligning incentives to long-term value creation in engineered T-cell therapies; cash bonuses flex with clinical/operational milestones rather than GAAP profitability given the pre-revenue status .
- Retention risk and mitigation: The May 2025 option repricing with retention conditions signals proactive mitigation of retention risk amid market drawdowns; the double-trigger CIC acceleration provides protection in strategic outcomes without single-trigger windfalls .
- Ownership and selling pressure: Binder beneficially owns 611,956 shares/option equivalents (1.19%); large vested option holdings plus ongoing vesting may create periodic liquidity needs, but policy restrictions on hedging/derivatives and addressed pledging risks moderate misalignment concerns .
- Governance and benchmarking: Compensation set with Radford as independent consultant and market benchmarking; annual equity awards typically granted in Q1 with committee oversight, reducing timing-of-awards risk .
- Performance signals: Company TSR swung from $245.41 (2023) to $24.54 (2024), reflecting clinical catalyst sensitivity; bonuses tied to milestone achievements (108% company and 115% individual in 2024) indicate execution momentum despite financial losses typical for the stage .
Appendix: Additional Data Tables
Executive Officer Tenure and Age (as of Apr 28, 2025)
| Name | Position | Officer Since | Age |
|---|---|---|---|
| Gwendolyn K. Binder, Ph.D. | President, Science and Technology | 2019 | 50 |
2025 Proxy Voting Proposals (context)
- Say-on-Pay and Say-on-Frequency were introduced in 2025; Board recommended FOR Say-on-Pay and ONE YEAR frequency .
Sources: Cabaletta Bio DEF 14A (2025, 2024, 2023) and relevant 8-K filings .