Lance G. Laing
About Lance G. Laing
Lance G. Laing, Ph.D., age 63, is Celcuity’s co-founder and has served as Chief Science Officer, Vice President, Secretary, and a director since 2012. He holds a Ph.D. in biophysics and biochemistry from Johns Hopkins University and completed an NIH post-doctoral fellowship at Washington University Medical School; his career spans 20+ years in drug discovery and technology development with 24 U.S. patents and one pending . Celcuity discloses no product revenue to date given its clinical-stage profile . Executive pay-for-performance disclosures show TSR progression of $100 invested: $106.22 (2022), $110.46 (2023), $99.24 (2024), reflecting volatility amid escalating R&D investment and net losses .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR ($100 initial) | $106.22 | $110.46 | $99.24 |
| Net Loss ($USD Thousands) | $(40,370) | $(63,779) | $(111,779) |
| EBITDA ($USD) | $(39,180,173)* | $(66,087,559)* | $(113,137,004)* |
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scriptgen/Anadys Pharmaceuticals (acquired by Novartis) | Drug discovery scientist under Prof. Peter Kim | Not disclosed | Early-stage small molecule drug discovery experience |
| Two instrument companies (names not disclosed) | Director of Chemistry & Bioapplications; Director of Detection Product Development | Not disclosed | Developed patented applications on instruments similar to those used for CELsignia |
| International drug discovery & development company | Executive Director | Not disclosed | Leadership in translational drug development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current public company boards or disclosed external directorships for Laing in the period reviewed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($USD) | $312,577 | $351,500 |
| Target Bonus % of Salary | Range 35–60% (company plan) | 40% (individual target) |
| Actual Cash Bonus ($USD) | — | $13,545 (discretionary portion) |
| Non-Equity Incentive Plan ($USD) | $76,970 | $76,232 |
| Total 2024 Bonus Determination | — | Committee assessed 84% goal achievement; paid at 99% with total bonus for Laing $179,554 (part cash, part equity) |
Notes:
- Laing elected equity in lieu of portions of cash comp (salary/incentive) in 2023–2024, resulting in option award values reflecting compensation mix .
Performance Compensation
| Component | Metric Design | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive | Milestone-based plan advancing core business strategies | Not disclosed | Not disclosed | Committee assessed 84% goal achievement; paid at 99% for 2024 | Mix of cash and equity at committee discretion (Laing: 50% cash, 50% options for 2024 incentive) | 2024 incentive option vested on Feb 21, 2025 |
| Long-term Incentive | Stock options (time-based) | Not disclosed | Not disclosed | Not disclosed | Larger 2024 grants aligned to market comparables; primarily options (no PSUs disclosed for Laing) | See option grant/vesting schedule below |
Equity Ownership & Alignment
| Item | As of Mar 12, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Total Beneficial Ownership (Shares) | 1,429,076 | 1,520,445 |
| Ownership % of Outstanding | 5.11% | 3.99% |
| Options Exercisable within 60 Days | 179,076 | 270,445 |
| Director Compensation | None; employee-director receives no board fees | Same |
| Pledging/Hedging Policy | Prohibited for insiders (pledging and hedging banned) | Prohibited |
Selected Outstanding/Recent Option Grants (Laing):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 8/25/2023 | 41,666 | 83,334 | $9.89 | 8/25/2033 | 45,000 shares on 8/25/2024; then 3,750 monthly to 8/1/2027 |
| 2/13/2024 | 6,468 | 1,297 | $15.03 | 2/13/2034 | Remaining 648.5 shares vest Jan–Feb 2025 |
| 8/20/2024 | — | 100,000 | $17.04 | 8/20/2034 | 25,000 on 8/20/2025; then 2,083.33 monthly to 8/1/2028 |
| 5/17/2022 | 38,412 | — | $5.50 | 5/17/2032 | Fully vested/exercisable balance as shown |
Red flags/Notes:
- Broad option repricing on 5/17/2022 to $5.50 affected Laing (93,534 repriced options), which is shareholder-unfriendly despite being disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Employment start/role | Co-founder; CSO/VP/Secretary since 2012; director since 2012 |
| Employment agreement | None (no individual employment/severance/CoC agreements) |
| Non-compete / non-solicit | 24 months post-termination under confidentiality/inventions/non-compete agreement |
| Clawback policy | Adopted per Nasdaq Rule 5608; recovery of excess incentive-based compensation upon restatement |
| Severance Plan (adopted Mar 2025) | Double-trigger CoC severance: for non-CEO executives, two years of base salary + target cash bonus, plus COBRA for same period up to 18 months; full acceleration of all equity on CoC (performance awards at greater of target or actual) |
| 2017 Plan CoC acceleration | Committee approved full acceleration of vesting/exercisability of all outstanding awards upon any subsequent Change in Control (effective Feb 13, 2024) |
Board Governance
- Board service: Director since 2012; management director (non-independent) . Family relationship: Dr. Laing is brother-in-law of CEO/Chairman Brian F. Sullivan (a governance sensitivity) .
- Committee roles: Laing does not serve on Audit, Compensation, or Nominating Committees; independent directors populate these committees .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director—potential independence concern in dual-role oversight .
- Attendance: In 2024, Board met 5 times; committee meetings: Audit (5), Compensation (4), Nominating (1); all directors attended ≥75% . In 2023, similar cadence and compliance .
- Director compensation: Employee-directors (Sullivan, Laing) receive no director cash/equity retainers; non-employee director program disclosed separately .
Compensation Structure Analysis
- Mix shift to equity: Laing elected to receive equity in lieu of portions of 2023–2024 cash compensation and incentives, increasing “Option Awards” while reducing cash payout—alignment to conserve cash in clinical stage .
- Lack of performance-based equity for Laing: 2024 performance-based options disclosed for CEO; Laing’s awards in 2024 are time-based, reducing explicit pay-performance linkage in equity mix .
- Discretionary overlay: Committee adjusted 2024 payouts from 84% assessed achievement to 99% paid, indicating discretion beyond formulaic metrics .
- Option repricing (May 2022): Repricing to $5.50 for legacy grants (including Laing) is a governance red flag that can dilute long-term shareholders and weaken incentive rigor .
Director Compensation (for Laing as director)
- As an employee-director, Laing receives no separate director fees; executive compensation applies .
Equity Ownership & Alignment Deep Dive
- Significant insider ownership: 1.52M shares (3.99%) as of March 17, 2025; exercisable within 60 days: 270,445 options indicating near-term potential liquidity and dilution dynamics .
- Pledging/hedging: Prohibited under insider trading policy—lower alignment risk from collateralization/hedging .
Performance & Track Record
- Credentials: 24 U.S. patents; advanced instrumentation/application development experience; foundational roles in drug discovery environments .
- Business context: Clinical-stage biotech with no product revenue to date; spend and losses increased materially through 2024 as development advanced .
Risk Indicators & Red Flags
- Family relation to CEO (brother-in-law) introduces independence optics risk .
- No Lead Independent Director with CEO as Chair heightens governance concentration risk .
- Options repricing (2022) is shareholder-unfriendly and indicates compensation flexibility that could weaken performance alignment .
- Full equity acceleration upon CoC (single-trigger at transaction) may incentivize sale outcomes over long-run performance .
Compensation Committee Analysis
- Committee composition: Independent directors (Buller, Dalvey, Furcht, Murphy) with non-employee status under Rule 16b-3; annual charter/performance review .
- Use of clawback policy aligned with Nasdaq 5608 .
- 2024 program changes intended to align total target direct compensation with peers (detail of peer group not disclosed) .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay held; outcomes/approval percentages not disclosed in reviewed materials .
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Laing (CSO) |
|---|---|
| Employment Agreement | None |
| Non-compete / Non-solicit | 24 months |
| Severance Plan (post-CoC, double-trigger) | 2x base + target bonus; up to 18 months COBRA; full equity vesting at CoC (performance awards at ≥ target/actual) |
| 2017 Plan CoC Acceleration | Full acceleration upon CoC (effective approval 2/13/2024) |
| Clawback | Adopted; applies to incentive comp |
Summary Compensation (Laing)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $312,577 | — | $1,094,295 | $76,970 | $1,483,842 |
| 2024 | $351,500 | $13,545 | $1,261,677 | $76,232 | $1,702,954 |
Notes:
- 2023–2024 option awards include equity in lieu of salary/incentives where elected .
- 2024 total bonus (cash + equity incentive) amounted to $179,554 following committee discretion to pay at 99% .
Company Fundamentals Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | — | — | — |
| EBITDA ($USD) | $(39,180,173)* | $(66,087,559)* | $(113,137,004)* |
Values with * retrieved from S&P Global. Celcuity has disclosed it has not generated revenue from product sales given its clinical-stage status .
Investment Implications
- Alignment and retention: Laing’s substantial ownership (3.99%) and continued equity-heavy pay mix support alignment; however, time-based options and 2022 repricing dilute performance rigor versus PSUs/performance options .
- Potential insider selling pressure: Significant tranches vest over 2025–2028 (100,000 options at $17.04; 83,334 remaining from 2023 grant), implying scheduled liquidity windows; monitor Form 4s around vest dates .
- CoC incentives: Full equity acceleration plus 2x severance could bias management toward strategic transactions; governance optics heightened by family relationship and combined CEO-Chair role with no Lead Independent Director .
- Performance backdrop: TSR volatility and deepening losses reflect development-stage risk; lack of disclosed individual performance metrics for Laing’s incentives limits pay-for-performance assessment precision .