Brian F. Sullivan
About Brian F. Sullivan
Brian F. Sullivan, 63, is Celcuity’s co-founder, Chairman, and Chief Executive Officer, roles he has held since 2012; he graduated magna cum laude from Harvard College with an A.B. in economics . He previously built and exited two companies: SterilMed (Chairman/CEO, sold to J&J’s Ethicon Endo-Surgery for $330M in 2011) and Recovery Engineering (co-founder/CEO, took public and sold to Procter & Gamble for $265M in 1999) . Celcuity remains a clinical-stage biotech with no product revenue; 2024 net loss was $111.8M, and pay-versus-performance TSR measured at year-end 2024 was 99.24 on a $100 base set at 12/31/2021, underscoring an equity-heavy pay mix amid R&D milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SterilMed | Chairman & CEO | 2003–2011 | Led growth and sale to J&J/Ethicon Endo-Surgery for $330M |
| Recovery Engineering | Co-founder & CEO | Sold in 1999 (years not disclosed) | Took public; sold to Procter & Gamble for $265M |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entegris, Inc. | Director | Not disclosed | Public company board experience |
| Virtual Radiologic Inc. | Director | Not disclosed | Public company board experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 209,615 | 525,000 |
| Target Bonus % of Salary | 60% | 60% |
| Plan Achievement vs Target | 99% payout (84% goal achievement; Committee paid 99%) | 99% payout (84% goal achievement; Committee paid 99%) |
| Discretionary Bonus ($) | — | 47,250 |
| Non-Equity Incentive Paid ($) | 268,500 | 265,923 |
| Total Bonus Paid ($) | 268,500 | 313,173 |
Performance Compensation
Annual Incentive Plan (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company milestones advancing core strategy | Not disclosed | 84% achieved | Committee approved 99% payout | $313,173 | Cash (CEO) |
Equity Awards (Key 2024 Grants)
| Grant Date | Type | Shares | Exercise Price ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Jan 2, 2024 | Stock Options | 84,000 | 14.78 | 25% vested Aug 2024, then monthly for 36 months | Included in 2024 option awards |
| Aug 20, 2024 | Time-Based Stock Options | 250,000 | 17.04 | 62,500 on Aug 20, 2025, then 5,208.33 monthly for 36 months | Long-term incentive |
| Aug 20, 2024 | Performance-Based Stock Options | 150,000 | 17.04 | Vests in 1/4 increments upon specified stock price milestones (thresholds undisclosed) | Stock price-linked vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 3,787,643 |
| Ownership (% of outstanding) | 9.81% (based on 37,839,392 shares) |
| Exercisable/Convertible Within 60 Days | 771,000 shares (options/warrants) |
| Indirect Holdings | 1,750,784 shares via trusts; 8,155 shares held by spouse |
| Pledging/Hedging | Prohibited by insider trading policy (no pledging, no hedging) |
| 2022 PIPE Participation | Purchased 260,869 shares for $1,499,996.75; received 104,340 warrants, same investor terms |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | Co-founder; Chairman & CEO since 2012 |
| Employment Agreement | No individual employment/severance/CIC agreement; covered by Company Severance Plan |
| Severance Plan (adopted Mar 2025) | If terminated without cause or resigns for good reason within 12 months post-Change in Control: lump sum of 3 years base salary + target bonus for CEO (2 years for other execs) plus COBRA premiums for same period, capped at 18 months |
| Change-in-Control Equity Treatment | All outstanding equity awards fully vest at effective date of Change in Control; performance awards vest at greater of target or actual |
| Non-Compete / Non-Solicit | 24 months post-termination (via confidentiality/assignment/non-compete agreement) |
| Clawback | Nasdaq Rule 5608-compliant clawback policy for recovery of excess incentive-based compensation on restatement |
Board Governance
- Structure: CEO also serves as Chairman; Board has no Lead Independent Director, with rationale emphasizing unified leadership; Board reviews structure periodically .
- Independence: Board identified five independent directors (Buller, Dalvey, Furcht, Murphy, Nigon); Sullivan is management and not listed among independent directors .
- Committees and Membership:
- Audit Committee: Dalvey, Nigon (chair), Murphy; Nigon and Dalvey designated financial experts .
- Compensation Committee: Buller, Dalvey, Furcht, Murphy; all independent; oversees CEO pay and clawback .
- Nominating & Corporate Governance: Buller, Furcht, Nigon; all independent .
- Meetings & Attendance (2024): Board met 5 times; Audit 5; Compensation 4; Nominating 1; all directors attended at least 75% of Board/committee meetings; Audit held one executive session without management .
- Family Relationship: CSO/director Lance G. Laing is Sullivan’s brother-in-law .
- Director Compensation: Employee-directors (Sullivan, Laing) receive no director fees; non-employee director program detailed separately .
Compensation Structure Analysis
- Year-over-year shift: CEO total comp rose from $1.74M (2023) to $6.59M (2024), driven by larger option awards ($1.26M → $5.75M grant date fair value), signaling increased equity emphasis and long-term incentives .
- Annual bonus design: Target bonus at 60% of salary; Committee applied a 99% payout despite 84% goal achievement due to “successful completion of other activities,” indicating some discretionary overlay .
- Performance equity: Introduction of stock price milestone options (150,000 shares, Aug 2024) increases pay linkage to market performance; thresholds undisclosed .
- Equity Plan Changes: Proposed 3,000,000-share increase to the 2017 Plan to support retention/hiring; Plan allows CIC acceleration and Committee discretion to accelerate vesting, with full acceleration approved effective upon any CIC (Feb 13, 2024) .
Risk Indicators & Red Flags
- Dual Role Concentration: CEO also serves as Chairman; no Lead Independent Director—heightens governance risk and oversight concerns .
- Related Party: Familial tie between CEO and CSO/director (brother-in-law) may pose independence challenges .
- Single-Trigger Equity Acceleration: All equity vests at CIC effective date regardless of termination status (performance at greater of target/actual), which can be shareholder-unfriendly versus double-trigger norms .
- Heavy Equity Mix in Pre-Revenue Context: Large option grants amid ongoing net losses and no product revenue may dilute if milestones achieved; equity pool increase aimed at retention and hiring .
- Trading Practices: Policy prohibits pledging and hedging, reducing misalignment risk; grants follow pre-set processes to avoid MNPI timing issues .
Equity Ownership & Vesting Pressure Indicators
- Near-term vesting events: 250,000 time-based options vest 62,500 on Aug 20, 2025, then monthly through Aug 2028; performance-based 150,000 options vest in 1/4 increments on stock price milestones—potential supply overhang as tranches mature .
- Existing liquidity rights: 771,000 shares exercisable/convertible within 60 days enhance on-demand liquidity, though policy restricts margin accounts and pledging .
Director Compensation (for completeness)
- Employee directors receive no director compensation; non-employee program includes $30,000 cash retainer and annual equity grant valued at $80,000 (FY 2024 policy) .
Investment Implications
- Alignment: Sullivan’s 9.81% beneficial ownership, including prior PIPE participation, aligns incentives with shareholders; prohibition on pledging/hedging strengthens alignment .
- Retention & CIC Economics: The March 2025 Severance Plan offers 3x salary+target bonus and full equity acceleration at CIC, reducing retention risk but introducing potential sale-incentive optics and change-in-control payout leverage; double-trigger cash but single-trigger equity warrants careful consideration .
- Governance Oversight: CEO-Chair structure without Lead Independent Director and family tie to CSO elevate oversight risk; monitoring committee independence and Board process remains critical .
- Trading Signals: Watch upcoming vest dates (first large tranche Aug 20, 2025) and any performance option milestone attainment for potential selling pressure; policy banning hedging/pledging reduces adverse alignment risks .
- Pay-for-Performance: Equity-heavy awards and stock-price-linked options increase market sensitivity; discretionary bonus overlay (84% goals achieved; 99% payout) merits tracking future Compensation Committee rigor amid ongoing net losses and clinical-stage status .