Jolie Siegel
About Jolie Siegel
Jolie M. Siegel is Chief Legal Officer (since July 2020) and Corporate Secretary (since February 2021) of C4 Therapeutics (C4T), with prior roles as VP, General Counsel & Secretary at Neon Therapeutics; SVP, Deputy General Counsel & Assistant Secretary at Intralinks; and partner at Choate, Hall & Stewart. She holds a J.D. and B.A. from the University of Pennsylvania; age 48 (as of April 22, 2025). During her tenure, C4T advanced multiple clinical programs and business development deals; financially, FY24 revenue increased versus FY23 while EBITDA losses narrowed.
Company performance (context):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 20,756,000 | 35,584,000 |
| EBITDA ($) | (137,151,000)* | (115,359,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Neon Therapeutics, Inc. | VP, General Counsel & Secretary | Aug 2018 – May 2020 | Led legal, IP and corporate compliance; supported oncology pipeline and corporate transactions |
| Intralinks Holdings, Inc. | SVP, Deputy General Counsel & Assistant Secretary | Feb 2013 – Apr 2017 | Directed corporate governance, public reporting, M&A, and financing/legal operations for a capital markets tech provider |
| Choate, Hall & Stewart LLP | Partner | 2007 – 2013 | Corporate transactional and securities practice focused on PE/VC and high-growth companies |
| C4 Therapeutics, Inc. | Interim Chief Legal Officer (consulting) | Jun 2020 | Transitioned to full-time CLO July 2020; established public-company legal infrastructure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Ms. Siegel |
Fixed Compensation
| Component | Jolie Siegel (CLO) |
|---|---|
| Base salary | Not disclosed in proxy (non-NEO) |
| Target bonus % | Not disclosed; for context, NEOs other than CEO have 40% targets (company-wide framework) |
| Actual bonus (most recent year) | Not disclosed for Ms. Siegel |
- Company framework: Annual cash incentives tied to corporate objectives; NEO targets: CEO 55%, other NEOs 40%; payouts in Feb following year based on corporate scorecard .
Performance Compensation
Annual incentive design and outcomes (corporate-level, which drives executive bonuses):
| Metric | Weighting | Target definition | Actual (2024) | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Advance/accelerate clinical programs | 55% | Safety, proof-of-mechanism, initial efficacy across lead assets | Achievements cited across three programs | Corporate score assessed at 110% of target; NEOs paid accordingly | Paid Feb 2025 for FY24 |
| Advance pre-dev pipeline & partnerships | 30% | Progress internal programs; partner milestones | MKDG license ($16M upfront; milestones), two Biogen dev candidates ($16M milestones) | Included in 110% corporate outcome | See above |
| Operationalize new structure | 15% | Align spend, extend runway, culture | Restructuring; runway extension; culture awards | Included in 110% corporate outcome | See above |
Long-term incentives (structures applicable to senior leadership):
- Annual equity grants typically in mid-February: time-based RSUs vest annually over 4 years; stock options vest quarterly over 16 quarters (4 years) .
- Special retention options (Sept 18, 2023): Company disclosed that all members of the Senior Leadership Team/executive officers other than Dr. Reyno and Ms. Adams received an additional stock option award vesting 100% on the two-year anniversary (service-based). As an executive officer since 2020, the Chief Legal Officer would have been included in this SLT program (individual non-NEO grants not itemized) .
Option repricing (March 7, 2024) and safeguards:
- Repriced employee options above $22; SLT (other than CEO) repriced to $19; others to $11.88; exercise-price reversion to original if departure for cause/resignation or early exercise before Mar 7, 2025 (retentive) .
- CEO and directors excluded; only one NEO (CFO) included; future repricings require prior stockholder approval (amendment adopted Oct 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership | Not individually disclosed for Ms. Siegel (non-NEO) . |
| Group holdings (non-NEO execs including Ms. Siegel) | Aggregate: 429,629 common shares and 955,404 options exercisable within 60 days (held by Scott Boyle, Paige Mahaney, Kelly Schick, and Jolie Siegel) . |
| Hedging/pledging | Prohibited; policy bans short sales, derivatives/hedging, using company stock as collateral or pledging; 10b5-1 plans tightly governed . |
| Ownership guidelines | Not disclosed in proxy . |
| ESPP | Executives eligible; 85% of lower of offering/purchase-date price; purchase dates in July and January . |
| Lock-up (capital raise) | Ms. Siegel listed among “Locked-up Parties” for Oct 16, 2025 offering; lock-up period extends 60 days after prospectus date—limiting near-term selling . |
Employment Terms
| Term | Jolie Siegel (CLO) |
|---|---|
| Employment agreement | Not disclosed (non-NEO); the company summarizes NEO agreements only . |
| Confidentiality/IP assignment | Company uses standard forms requiring confidentiality and IP assignment for executives; disclosed in context of NEOs . |
| Non-compete / non-solicit | For NEOs: 12-month non-solicit; 12-month non-compete (except CA-based CMO). Non-NEO specifics, including CLO, not disclosed . |
| Severance (without cause/good reason) | Not disclosed for CLO; NEO templates provide 1x salary (plus pro rata target bonus discretionary) and up to 12 months COBRA . |
| Change-in-control (double-trigger) | Not disclosed for CLO; for NEOs (non-CEO): 1x salary+target bonus, 12 months COBRA, full equity acceleration; CEO at 1.5x salary+target bonus and full acceleration . |
| Clawback | Executive Compensation Recovery Policy compliant with SEC/Nasdaq; recover incentive comp after restatements; potential recovery of time-based equity if misconduct contributed . |
Performance & Track Record
- Clinical and platform progress: Updated Phase 1 data for cemsidomide (IKZF1/3) in MM and NHL; Phase 1 PoM for CFT1946 (BRAF V600); Betta initiated Phase 1 for CFT8919 (EGFR L858R) in Greater China .
- Business development: New license with Merck KGaA, Darmstadt, Germany ($16M upfront; up to ~$740M milestones across collaboration); two Biogen development candidates delivered ($16M milestones) .
- Capital/operational actions: $25M equity investment from Betta Investment (HK); restructuring to align spend and extend runway . These milestones suggest meaningful legal/transactional workload for the CLO across licensing, financings, and governance.
Compensation Committee & Governance Notes
- Say-on-Pay: 74% approval at 2024 meeting; board amended equity plan in Oct 2024 to prohibit option repricing without stockholder approval, reflecting investor feedback .
- Equity grant timing: Annual awards generally mid-February; no timing around MNPI; ESPP purchases in July/January .
- Insider policy: Robust prohibitions on hedging/pledging; structured 10b5-1 plan requirements .
Investment Implications
- Alignment: The pay mix emphasizes equity (options/RSUs) with vesting over 4 years and a special 2-year cliff retention grant to senior leadership (likely including CLO), reinforcing retention through at least September 2025 and linking outcomes to stock performance and company execution .
- Selling pressure: Lock-up from the October 2025 financing (60 days) and strict insider policies (no hedging/pledging) reduce near-term selling and leverage risk; structured 10b5-1 controls further discipline trading .
- Governance risk flags: 2024 option repricing (though with retention safeguards, CEO/directors excluded, future repricings now require shareholder approval) may attract scrutiny; 74% Say-on-Pay suggests room to improve investor alignment communications .
- Execution: The CLO’s background in capital markets transactions and life sciences M&A/commercial deals appears additive given C4T’s BD-intensive strategy and multiple clinical programs, but lack of individual compensation/ownership transparency (non-NEO) limits detailed pay-for-performance assessment for this role .