Jacquelyn Sumer
About Jacquelyn Sumer
Jacquelyn Sumer is Chief Legal and Compliance Officer and Corporate Secretary at Cullinan Therapeutics (CGEM), serving since August 2022; she is 47 years old and holds a J.D. and LL.M. from Duke University School of Law and a B.A. from Bucknell University . During her tenure, company-wide pay-versus-performance disclosure shows Total Shareholder Return of $96.59 per $100 invested in 2023 and $115.45 in 2024; revenue growth or EBITDA growth metrics tied to her compensation are not disclosed . She signs corporate materials in her capacity as Corporate Secretary (e.g., Notice of Annual Meeting) and executed the certificate of amendment effecting the corporate name change to Cullinan Therapeutics in April 2024, underscoring governance and regulatory oversight responsibilities .
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (Value of $100 initial investment) | $96.59 | $115.45 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genocea Biosciences, Inc. | Chief Legal and Compliance Officer | Feb 2021 – Jun 2022 | Led legal and compliance functions at a clinical-stage biotech |
| Bristol Myers Squibb (BMS) | Vice President, Assistant General Counsel | Nov 2019 – Feb 2021 | Senior legal leadership supporting global operations |
| Celgene | Head of CAR T Legal Team | Jul 2018 – Nov 2019 | Led legal for CAR T programs during integration and development |
| Kaye Scholer, LLP | Attorney | Not disclosed | Private practice legal experience |
| U.S. District Court (D.D.C.) | Law Clerk to Hon. Gladys Kessler | Not disclosed | Federal judicial clerkship |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public board or external directorships disclosed |
Fixed Compensation
Ms. Sumer was not a “named executive officer” (NEO) in 2023–2024; the proxy’s Summary Compensation Table covers the CEO, CFO, CMO, and former CFO. Her base salary, bonus targets, and actual payouts are not disclosed . The company’s program components (base salary, annual bonus, equity incentives) are described at a policy level .
Performance Compensation
- Annual bonus program pays for achievement of predefined company and individual goals; actual metric weightings and Ms. Sumer’s outcomes are not disclosed .
- Long-term incentives are primarily stock options and RSUs with multi-year vesting; grant practices are described, but award sizes or vesting details specific to Ms. Sumer are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership at appointment | Form 3 filed Aug 16, 2022 reported “No securities are beneficially owned” |
| Current beneficial ownership | Not listed in the 2025 “Principal Stockholders” table (covers directors and NEOs) |
| Hedging / pledging policy | Insider trading policy expressly prohibits derivative transactions, pledging, and hypothecation of company stock by insiders |
| Ownership guidelines | Executive stock ownership guidelines are not disclosed in the proxy; compensation committee oversees a clawback policy |
Employment Terms
- Employment agreements: The company states it has employment agreements with executive officers; detailed severance, change-in-control terms are provided for NEOs but not for Ms. Sumer .
- Confidentiality and non-solicitation: NEO employment agreements include perpetual post-termination confidentiality and a one-year employee/consultant non-solicit; terms applicable to Ms. Sumer are not separately disclosed .
- Indemnification: The company maintains standard indemnification agreements for directors and executive officers to cover expenses and liabilities arising from service .
- Equity grant timing and controls: Equity awards are generally granted annually; grants are not timed around material nonpublic information, and 10b5-1 plans are permitted for insiders under the policy .
Investment Implications
- Transparency gap: Ms. Sumer’s compensation and equity ownership are not reported as she is not an NEO, limiting direct pay-for-performance and insider-selling analysis; initial Form 3 indicated no holdings at appointment, and she does not appear in the latest beneficial ownership table .
- Alignment safeguards: The company’s prohibitions on hedging/pledging and governance of clawbacks reduce misalignment risk and potential forced selling due to margin or derivatives exposure .
- Retention signals: While NEOs have defined severance and double-trigger protections, Ms. Sumer’s specific severance/CIC economics are not disclosed; indemnification and executive employment agreements indicate standard retention infrastructure but not individualized terms .
- Trading signals: Absence of Form 4 activity for Ms. Sumer in filings reviewed suggests no disclosed insider transactions; any future 10b5-1 adoption could facilitate planned trading without signaling discretionary selling pressure .
- Shareholder sentiment: Say-on-pay received strong support (46,956,042 for vs. 1,999,889 against) and annual frequency was favored, indicating acceptance of executive pay structure, which indirectly supports a stable compensation framework for senior officers .