Nadim Ahmed
About Nadim Ahmed
President & CEO of Cullinan Therapeutics (CGEM) since October 2021; Class III director with term expiring at the 2026 annual meeting; age 57; Master of Science from Loughborough University and B.S. from University College London . Pay-versus-performance shows CAP rising in 2024 as TSR improved: $100 initial investment value rose to 115.45 in 2024 vs 96.59 in 2023, while net losses were $167.6 million (2024) and $155.1 million (2023) . CGEM’s board separates Chair and CEO roles (independent Chair), with Ahmed not independent by Nasdaq rules due to his executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol Myers Squibb | President, Hematology | 2019–2021 | Led global hematology franchise post-merger integration period |
| Celgene | President, Global Hematology & Oncology | 2010–2019 | Ran worldwide hem/onc; commercial and pipeline leadership |
| GlaxoSmithKline | Senior Marketing Director, Hematologic Oncology | 1998–2010 | Built hem/onc commercial strategy and franchises |
External Roles
No additional public company board roles disclosed in CGEM’s proxy biography for Ahmed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $648,900 | $674,856 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Annual Bonus Paid ($) | $389,340 (discretionary) | $455,528 (nonequity incentive plan) |
| Perquisites and Other ($) | $122,276 (commuting $37,608; corporate apartment $43,304; housing allowance $24,000; 401(k) match $16,500) | $43,422 (commuting $24,546; 401(k) match $17,250) |
| Pay-versus-Performance CAP ($) | (3,061,531) | 5,816,972 |
Notes:
- Ahmed’s 2024 bonus equated to 68% of base salary per bonus policy; for 2023, 60% of base (discretionary) .
Performance Compensation
Annual Incentive
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual corporate performance goals (specific KPIs not disclosed) | Not disclosed | 50% of base | 68% of base (2024); 60% of base (2023) | $455,528 (2024); $389,340 (2023) | Paid annually |
Long-Term Incentives (Equity)
| Grant Date | Type | Shares/Units | Strike | Vesting | Performance Metric | CIC Treatment |
|---|---|---|---|---|---|---|
| Feb 22, 2024 | Stock Options | 320,000 | $17.54 | 48 equal monthly installments | n/a | Double-trigger accel (if terminated without cause/for good reason within 12 months of CIC) |
| Feb 22, 2024 | Service-based RSUs | 160,000 | n/a | 4 equal annual installments | n/a | Double-trigger accel; time-based fully vest; performance RSUs pro-rata |
| Feb 22, 2023 | Stock Options | 211,000 | $11.03 | 48 equal monthly installments | n/a | Double-trigger accel |
| Feb 22, 2023 | Service-based RSUs | 109,000 | n/a | 48 equal monthly installments | n/a | Double-trigger accel |
| Mar 5, 2022 | Market-based RSUs | 215,000 target (0–200% payout range) | n/a | Vests at 3 years | Stock-price corporate metrics | Accel on CIC before vesting |
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,736,982 |
| Ownership % of outstanding (58,698,919 shares) | 4.46% |
| Direct common shares | 63,489 |
| RSUs vesting within 60 days | 4,542 |
| Options vested and exercisable within 60 days | 2,668,951 |
Outstanding Equity (12/31/2024 snapshot)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options grant (2021) | 2,145,416 | 564,584 | $21.12 | 10/17/2031 |
| Options grant (2023) | 96,708 | 114,292 | $11.03 | 2/22/2033 |
| Options grant (2024) | 66,666 | 253,334 | $17.54 | 2/22/2034 |
| Service-based RSUs (2023) | 59,042 unvested; MV $719,132 | — | n/a | n/a |
| Service-based RSUs (2024) | 160,000 unvested; MV $1,948,800 | — | n/a | n/a |
| Market-based RSUs (2022) | 53,750 unearned; MV $654,675 | — | n/a | n/a |
Policy alignment:
- Insider trading policy prohibits derivative transactions; addresses pledging/margin risks; permits 10b5-1 plans and trading outside plans when not in possession of MNPI .
Insider Transactions and Vesting-Related Selling Pressure
| Date | Type | Shares | Price | Proceeds | Notes |
|---|---|---|---|---|---|
| Dec 24, 2024 | Sale | 8,400 | $11.87 | $99,708 | Sale to cover taxes upon RSU vesting; post-transaction holdings 263,150 shares |
| Feb 25, 2025 | Sale | 12,529 | $8.53 | $106,872 | Sale to cover taxes upon RSU vesting; post-transaction holdings 430,621 shares |
Employment Terms
| Provision | No CIC Termination (Without Cause/Good Reason) | CIC + Termination (Double Trigger within 12 months) |
|---|---|---|
| Cash severance | 12 months base salary + pro rata annual bonus (actual performance) | 24 months base salary (or pre-CIC higher base) + prorated annual bonus (actual performance) |
| Health benefits | Up to 12 months employer-rate COBRA contribution | Up to 24 months employer-rate COBRA-equivalent contribution |
| Equity acceleration | Not specified beyond standard plan terms | Time-based awards fully vest; performance RSUs vest pro-rata for the employment period |
| Non-compete | Company may require 1-year post-employment noncompetition as condition of severance | |
| Board role | Nominated and recommended for election while CEO | |
| Clawback | Company maintains a clawback policy overseen by the Compensation Committee |
Board Governance (Director Service)
- Role: Class III director; term expires at 2026 annual meeting .
- Independence: Not independent (CEO) .
- Committee memberships: None (Compensation: Rosenberg chair; Audit: Webster chair; Nominating: Martin chair) .
- Board leadership: Independent Chair; roles separated .
- Attendance: Board met 5 times in 2024; directors attended ≥75% of board and committee meetings .
- Executive sessions: Independent directors meet at least annually .
- Director compensation: Ahmed receives no additional compensation for director service .
Say‑on‑Pay & Shareholder Feedback (2025)
| Item | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say‑on‑Pay) | 46,956,042 | 1,999,889 | 14,675 | 3,138,175 |
| Advisory vote on frequency (future Say‑on‑Pay) | Every 1 Year: 48,458,610; Every 2 Years: 347; Every 3 Years: 480,946; Abstentions: 30,703; Broker Non‑Votes: 3,138,175 |
Performance & Track Record (Company-level context under Ahmed’s tenure)
| Year | TSR value of $100 investment | Net Income (Loss) ($) |
|---|---|---|
| 2023 | 96.59 | (155,101) |
| 2024 | 115.45 | (167,575) |
Compensation Committee & Benchmarking
- Committee members: Rosenberg (Chair), Ryan, Webster; all independent, non-employee; met 5 times in 2024 .
- Independent consultant: Compensia engaged for executive and director compensation, program design, peer group benchmarking; committee determined no conflicts .
- Non-employee director program updated Feb 2025 to align with market (higher option grant values and committee cash retainers) .
Compensation Structure Analysis
- Mix trends: Equity-heavy compensation (options + RSUs) with multi-year vesting aligns retention; 2024 equity grants notably larger than 2023, consistent with growth trajectory and market adjustments .
- Annual bonus rigor: 2024 payout at 68% of base vs target 50% reflects above-target corporate performance; 2023 discretionary was 60%, signaling consistent execution against goals .
- LTI performance linkage: Market-based RSUs tied to stock price metrics (0–200% payout) create direct alignment with TSR; as of 12/31/2024, these remained unearned, maturing on the third anniversary .
- Governance protections: Double-trigger CIC; clawback policy; no disclosed tax gross-ups; policy restricts derivative hedging and addresses pledging risk .
Investment Implications
- Alignment: Significant beneficial ownership (4.46%) including large in-the-money options and multi-year RSUs supports alignment; hedging prohibited and 10b5‑1 trading permitted under policy .
- Retention risk: Strong severance/CIC protections and annual/long-term equity cadence reduce transition risk; non-compete may be required for severance .
- Pay-for-performance: Bonus payouts above target in 2024 alongside TSR improvement indicate compensation linked to results; market-based RSUs provide direct TSR linkage, with 2022 award vesting contingent on stock performance .
- Trading signals: Two small, tax-withholding sales tied to RSU vesting (Dec 2024, Feb 2025) do not indicate discretionary selling pressure; monitor future Form 4s for pattern changes .