Vicky Hahne
About Vicky Hahne
Celcuity’s Chief Financial Officer since July 2017, age 58, with 25+ years of financial leadership (20 years in healthcare). Prior roles include Controller positions at Respiratory Technologies (sold to Philips), Ability Network, and SterilMed (sold to Johnson & Johnson), plus CFO and senior finance roles at SimonDelivers; B.S. in Finance & Accounting (Northern State University) and CPA since 1990 . Company performance context: Pay-versus-performance disclosure shows TSR of $99.24 for a $100 investment in 2024 ($110.46 in 2023; $106.22 in 2022) and net losses of $111.8M in 2024, $63.8M in 2023, and $40.4M in 2022 . EBITDA was negative in each of the last three fiscal years (FY2024: -$113.1M; FY2023: -$66.1M; FY2022: -$39.2M)*.
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Respiratory Technologies Inc. | Controller | 2015–2017 | Led due diligence to sell business to Koninklijke Philips |
| Ability Network Inc. | Controller | 2014 | Healthcare IT finance leadership |
| SterilMed Inc. | Controller | 2007–2012 | Significant involvement in sale to Johnson & Johnson |
| SimonDelivers Inc. | Senior finance roles incl. CFO | Prior to 2007 | Early-stage, high-growth finance leadership; M&A, systems, controls |
External Roles
No external public company directorships or committee roles disclosed for Hahne in Celcuity’s proxies .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $226,769 | $267,500 |
| Target Bonus % of Salary | — | 40% (annual incentive plan range was 40–60%; Hahne’s payout aligned to 40%) |
| Discretionary Bonus ($) | — | $22,050 |
| Non-Equity Incentive Plan Comp ($) | $54,819 | $124,097 (paid in cash) |
| Option Awards – Grant-Date Fair Value ($) | $617,155 | $937,520 |
| Total Compensation ($) | $898,743 | $1,351,167 |
Performance Compensation
| Component | Metric/Goals | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual incentive plan (cash) | Milestones advancing core business strategies (Comp Committee-approved) | Target range 40–60% of base salary | Hahne paid 40% of salary; reported $124,097 cash for FY2024 | Cash, no vesting |
| Equity LTI – Stock Options (Aug 2023) | Long-term incentives (time-based) | 60,000 options (Hahne) | Grants executed Aug 2023 in lieu of cash for a portion of compensation | Vests 1/4 in Aug 2024, then monthly over 36 months |
| Equity LTI – Stock Options (Feb 2024) | Additional options (routine LTI) | 5,530 options (4,606 ex., 924 unex.) at $15.03 expiring 2/13/2034 | Outstanding at 12/31/2024 | As scheduled per individual grant terms |
| Equity LTI – Stock Options (Aug 2024) | Long-term incentives (time-based) | 80,000 options (Hahne) | Granted Aug 2024 | Vests 1/4 in Aug 2025, then monthly over 36 months; strike $17.04, expiring 8/20/2034 |
Notes:
- In Aug 2023 and Feb 2024, Hahne elected equity awards in lieu of portions of cash compensation and annual incentive for 2023 performance .
- Option grants are scheduled to avoid MNPI timing and may be delayed if necessary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 189,327 shares; <1% of class |
| Shares acquirable within 60 days (options/warrants) | 170,467 shares |
| Selected Outstanding Option Positions (12/31/2024) | 8/25/2023: 20,000 ex./40,000 unex., $9.89, exp 8/25/2033 ; 8/25/2023: 21,250 ex., $9.89, exp 8/25/2033 ; 2/13/2024: 4,606 ex./924 unex., $15.03, exp 2/13/2034 ; 8/20/2024: 80,000 unex., $17.04, exp 8/20/2034 |
| Hedging/Pledging | Prohibited for officers and directors (no margin, no pledging, no hedging) |
| Ownership Guidelines | Not disclosed in proxies reviewed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | None; no stand-alone severance or change-of-control agreements for NEOs |
| Confidentiality/non-compete | 24-month post-termination non-compete and non-solicit under confidentiality/inventions agreement |
| Severance plan (adopted Mar 2025) | Upon involuntary termination without cause or resignation for good reason within 12 months post-Change in Control: lump-sum severance equal to base salary + target cash bonus for specified period; plus COBRA premiums for same period, capped at 18 months |
| CFO severance multiple | 2 years of base salary + target cash bonus; COBRA up to 18 months |
| Equity under Change in Control | Full vesting for all outstanding equity awards at Change in Control; performance awards vest at greater of target or actual performance levels (single-trigger equity acceleration) |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $106.22 | $110.46 | $99.24 |
| Net Loss ($ thousands) | $(40,370) | $(63,779) | $(111,779) |
| EBITDA ($) | -$39,180,173* | -$66,087,559* | -$113,137,004* |
*Values retrieved from S&P Global.
Additional governance/risk context:
- Clawback policy adopted to comply with Nasdaq Rule 5608 for restatement-related recovery of excess incentive compensation .
- No involvement in Item 401(f) legal proceedings for directors or executive officers over past 10 years, to company’s knowledge .
Investment Implications
- Pay-for-performance alignment: Hahne’s annual incentive is tied to milestone execution with a target calibrated to 40% of salary for FY2024; cash payout and equity LTI usage reflect alignment with programmatic progress rather than near-term financial results in a clinical-stage context .
- Vesting/overhang and potential selling pressure: 80,000 Aug-2024 options begin vesting Aug-2025 with monthly vest thereafter; sizable 2023 grants continue to roll monthly, creating potential periodic liquidity events; strikes are $9.89–$17.04, expiring 2033–2034 .
- Retention and change-in-control economics: CFO covered by the March 2025 Severance Plan with a two-year cash multiple and accelerated vesting upon Change in Control (single-trigger for equity), which mitigates retention risk but elevates M&A execution costs and potential dilution at transaction close .
- Alignment safeguards: Prohibitions on hedging and pledging reduce misalignment risk; no separate employment agreement or guaranteed severance beyond the plan; clawback policy supports governance discipline .
- Ownership: Hahne’s beneficial ownership is <1% with 170,467 shares acquirable within 60 days via options; while skin-in-the-game is modest, rolling vest schedules maintain ongoing exposure to equity value creation .