Richard Morris
About Richard Morris
Richard Morris served as Chief Financial Officer of Carisma Therapeutics from the closing of the Sesen Bio/Carisma merger (employment agreement effective March 7, 2023) until his termination without cause effective December 31, 2024. He was 51 as of the April 29, 2024 proxy, holds a B.S. in Accounting from Saint Joseph’s University, and has been a CPA since 1999 . Prior roles include CFO of Passage Bio (2019–2021), EVP/CFO of Context Therapeutics (2017–2019), CFO of Vitae Pharmaceuticals (2014–2016), and senior finance roles at ViroPharma (including Chief Accounting Officer and VP Financial & Strategic Planning) over 12 years . The company disclosed a 98% corporate performance score for FY2023 cash bonuses; specific TSR, revenue, or EBITDA growth targets were not detailed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Passage Bio, Inc. | Chief Financial Officer | Oct 2019 – May 2021 | Senior finance leadership at a genetic medicines company . |
| Context Therapeutics, LLC | EVP & Chief Financial Officer | Nov 2017 – Jul 2019 | Finance leadership at a biopharma company . |
| Vitae Pharmaceuticals Inc. | Chief Financial Officer | 2014 – Oct 2016 | Public biotech CFO experience . |
| ViroPharma Inc. | Chief Accounting Officer; VP, Financial & Strategic Planning; other senior roles | ~12 years | Senior finance roles including CAO and VP FP&A . |
External Roles
No current public company board roles were disclosed for Mr. Morris in the 2023 or 2024 proxy executive officer biographies .
Fixed Compensation
| Item | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Annual Base Salary (legacy Carisma; effective dates noted) | $390,000 (Morris 2021 annual base) . | $400,000 . | Increased to $467,000 effective March 7, 2023 . | Increased to $486,000 effective January 1, 2024 . |
| Actual Salary Paid (SCT) | — | — | $384,302 . | — |
Performance Compensation
Annual Cash Bonus
| Performance Year | Target (% of Base) | Corporate Achievement | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 40% | 98% company performance | $183,064 | Company did not disclose detailed metric weightings; payout approved by Board . |
Long-Term Incentives (Options)
| Grant / Award | Shares | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|
| Legacy option (vest start 6/1/2021) | 206,942 exercisable; 124,172 unexercisable as of 12/31/2023 | $1.46 | 25% on 6/1/2022; remaining 2.0833% monthly through 6/1/2025, subject to service . | 5/31/2031 . |
| Option granted 6/6/2023 | 238,000 unexercisable as of 12/31/2023 | $7.25 | 25% on 6/6/2023; remaining 2.0833% monthly through 6/6/2027, subject to service . | 6/6/2033 . |
| Special retention option (granted 6/17/2024) | 85,000 | Not disclosed | First 50% tranche (that would have vested June 2025) accelerated by Board upon separation; remaining terms not disclosed . | Not disclosed |
Equity Award Accounting (SCT)
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2023 | — . | $1,077,948 (grant-date fair value under ASC 718) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of April 26, 2024) | 322,038 shares; <1% of outstanding; based on 41,542,744 shares outstanding . |
| Options – Exercisable (12/31/2023) | 206,942 at $1.46 . |
| Options – Unexercisable (12/31/2023) | 124,172 at $1.46; 238,000 at $7.25 . |
| Anti-Hedging / Anti-Pledging | Hedging (short sales, derivatives, collars, etc.) prohibited; pledging prohibited except in extraordinary situations with pre-approval (and Audit Committee review for directors/executives) . |
| Clawback Policy | Dodd-Frank compliant Compensation Recovery Policy effective Oct 2, 2023; recovery of erroneously awarded incentive comp after restatement; no indemnification or company-paid insurance; Board adopted Nov 6, 2023 policy framework detailed in 2024 10-K . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Effective March 7, 2023; at-will; base salary $467,000; target bonus 40% of base . |
| Severance (no CIC) | If terminated without cause or resigns for good reason outside CIC period: 12 months of base salary (paid over 12 months), pro-rated target bonus for year of termination, up to 12 months COBRA . |
| Change in Control (Double-Trigger) | If terminated without cause or resigns for good reason within CIC period: lump sum 12 months base salary, 100% of target bonus, pro-rated target bonus for year of termination, up to 12 months COBRA, and 100% acceleration of outstanding unvested time-based equity . |
| 280G Cutback | Limited cutback to optimize after-tax outcome vs $1 below 280G threshold . |
| Separation (Dec 2024) | Terminated without cause effective Dec 31, 2024; company to pay 12 months base salary as lump sum, 100% of target bonus (2024) as lump sum, and up to 12 months COBRA; Board accelerated first 50% installment of 85,000-share retention option (June 17, 2024 grant) that would have vested in June 2025 . |
Performance & Track Record
- Role and tenure: Legacy Carisma CFO since June 2021; public-company CFO at Carisma from merger close (agreement effective March 7, 2023) to Dec 31, 2024 separation .
- Annual incentive context: Company scored 98% on its FY2023 objectives; detailed metrics and weightings were not disclosed in the proxy .
Compensation Structure Analysis
- Cash vs equity mix (2023): Salary $384,302; cash bonus $183,064; equity (option awards grant-date fair value) $1,077,948, indicating a heavy tilt to long-term equity vs cash in 2023 .
- Shift in fixed pay: Base increased to $467,000 (March 7, 2023) and to $486,000 (Jan 1, 2024) despite subsequent 2024 restructuring and separation .
- Equity design: Time-based vesting with monthly installments following a 25% cliff, promoting retention; no performance share units disclosed for Morris .
- CIC economics: Moderate CFO-level protection (12 months base and 1.0x target bonus; full time-based vesting acceleration on double-trigger) vs higher CEO multiples .
Risk Indicators & Red Flags
- Hedging/pledging: Robust prohibitions with limited exceptions requiring high-level approvals (reduces alignment risk) .
- Clawback: Dodd-Frank-compliant recovery policy in effect (reduces pay risk after restatements) .
- Award modifications/repricing: Plans restrict repricing without shareholder approval (good governance) .
- Separation and retention grant acceleration: Acceleration of 50% of a special 85,000-share retention option upon separation (potential incremental near-term supply if exercised/sold) .
Investment Implications
- Alignment: Small beneficial ownership (<1%) and heavy option-based compensation suggest modest direct “skin in the game” vs peers; anti-hedging/pledging and a robust clawback mitigate misalignment risks .
- Near-term flow dynamics: The accelerated 50% tranche of the 85,000-share 2024 retention option may create incremental selling capacity post-separation, depending on exercise economics and lockup/blackout constraints .
- Governance and severance: CFO severance/CIC terms are moderate and double-trigger; no tax gross-ups; 280G cutback language is shareholder-friendly .
- Monitoring: With the CFO role vacated effective 12/31/2024 as part of a workforce reduction, investors should monitor financial leadership continuity and any further restructuring disclosures for execution risk and cash runway signaling .