Sean Moran
Corbus Pharmaceuticals HoldingsAbout Sean Moran
Sean Moran, age 67, is Corbus Pharmaceuticals’ Chief Financial Officer, a role he has held since April 11, 2014; he is a CPA with an MBA and BS in Accounting from Babson College and has over 25 years of senior finance experience at emerging life sciences companies, including IPO experience at three companies that completed initial public offerings and maintained a public listing . During 2022–2024, Corbus’ cumulative TSR (value of initial fixed $100 investment) improved from $8.88 (2022) to $16.11 (2023) to $31.47 (2024), while the company remained pre-revenue and reported net losses of $(42.3) million (2022), $(44.6) million (2023), and $(40.2) million (2024) as a precision oncology company with no product revenues to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InVivo Therapeutics Corporation | Director of Finance; then Chief Financial Officer | 2010–2013 | Senior finance leadership at a publicly listed biotech; part of executive bench with IPO experience across career . |
| Celsion Corporation | Chief Financial Officer | 2008–2010 | Public company finance leadership . |
| Transport Pharmaceuticals Inc. | Chief Financial Officer | 2006–2008 | Private/emerging company finance leadership . |
| Echo Therapeutics Inc. | Chief Financial Officer | 2002–2006 | Medical device/biotech finance leadership . |
| SatCon Technology Corporation | Chief Financial Officer | 2000–2002 | Public company finance leadership . |
| Anika Therapeutics Inc. | Finance leadership | 1993–2000 | Public company finance leadership; part of career spanning three IPOs . |
External Roles
No current public company board roles or external directorships for Mr. Moran were disclosed in the proxy materials reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate (per employment agreement) | $428,490 | $463,455 (effective Apr 10, 2024) |
| Salary paid (Summary Compensation Table) | $444,971 | $462,769 |
| Target bonus % of base | 40% | 40% |
| Actual bonus paid | $135,403 | $188,947 |
| Stock awards (grant-date fair value) | $0 | $924,048 |
| Option awards (grant-date fair value) | $107,975 | $825,215 |
| All other compensation | $28,907 | $28,526 |
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Company and individual performance (specific metrics not disclosed) | Not disclosed | 40% of base salary | $188,947 for 2024 | Discretionary/committee-determined bonus; no non-equity incentive plan line item reported for 2024 . |
Key 2024 Equity Grants and Vesting
| Instrument | Grant date | Units/Options | Grant/Reference Value | Exercise/Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| RSUs | Feb 12, 2024 | 40,176 | $474,077 market value at 12/31/24 (40,176 x $11.80) | — | — | Vests in 4 equal annual installments over 4 years (2025–2028), subject to service . |
| Stock Options | Feb 12, 2024 | 40,176 unexercisable as of 12/31/24 | — | $23.00 | Feb 12, 2034 | 25% on Feb 12, 2025; remaining 75% monthly over 36 months starting Mar 12, 2025 . |
Selected legacy awards (still outstanding as of 12/31/24) include earlier option tranches with exercise prices ranging from $4.26 to $77.40 and expirations from 2031–2033; see proxy for full schedule .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 21, 2025) | 83,577 shares | Less than 1% of outstanding shares (12,232,228) . |
| Includes options exercisable within 60 days | 67,896 shares | Presently exercisable options included per SEC rules . |
| Implied common shares (beneficially owned remainder) | 15,681 shares | Derived: 83,577 – 67,896 . |
| Unvested RSUs outstanding (12/31/24) | 40,176 units | Market value $474,077 at $11.80 on 12/31/24 . |
| 2024 option grant unexercisable (12/31/24) | 40,176 options | Strike $23.00; expires 2/12/2034 . |
- Anti-hedging: Executives are prohibited from hedging and monetization transactions (e.g., collars, forwards) under the insider trading policy .
- Pledging: No explicit anti-pledging policy disclosure was identified in the proxy materials reviewed .
- Ownership guidelines: No executive stock ownership guideline disclosure identified in the proxy materials reviewed .
Employment Terms
| Term/Trigger | Economics | Key Details |
|---|---|---|
| Agreement term | 2 years | Sixth Amended & Restated Employment Agreement effective Apr 10, 2024; expires Apr 10, 2026 . |
| Base salary | $463,455 | Annualized rate effective 2024; subject to annual review . |
| Target bonus | 40% of base | Board discretion based on individual and company performance . |
| Non-compete | 6 months post-termination | Applies during employment and 6 months after; tied to severance and release . |
| Non-solicit | 12 months post-termination | Applies during employment and 12 months after . |
| Severance (non-CIC) | 12 months base salary + COBRA up to 12 months; potential pro-rated bonus | Trigger: termination without cause or for good reason; requires release and covenants . |
| Severance (CIC window) | 18 months base salary + COBRA up to 18 months + current-year bonus at target + full acceleration of unvested equity | “Change in Control Period” defined as within 6 months prior to or 12 months following a change in control; requires termination without cause/for good reason and release and covenants (double-trigger) . |
| 280G treatment | Modified cutback | Parachute payments reduced to avoid 4999 excise tax if beneficial after-tax; priority to reduce equity acceleration first . |
| Clawback | Dodd-Frank compliant clawback policy adopted in 2023 | Executive incentive compensation subject to recoupment upon restatement under Nasdaq/SEC rules . |
| Insider trading | Policy in place; anti-hedging restrictions | Company-wide policy; filed as Exhibit 19.1 to 2024 Form 10-K . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of initial $100 investment | $8.88 | $16.11 | $31.47 |
| Net loss (USD, thousands) | $(42,347) | $(44,604) | $(40,209) |
- Management notes it does not use net income in compensation evaluation given the company is a precision oncology developer without product revenues to date .
- Section 16 compliance: all required insider ownership reports during 2024 and 2023 were filed on a timely basis per company review .
- Related party transactions: none identified since January 1, 2023 other than standard compensation arrangements .
Compensation Structure Analysis
- Year-over-year mix shift toward equity: In 2024, Moran received both RSUs ($924,048 grant-date fair value) and options ($825,215), versus 2023 with only options ($107,975) and no stock awards, increasing at-risk pay tied to stock performance .
- Time-vested equity emphasis: 2024 RSUs vest annually over four years and options vest 25% after one year then monthly for 36 months, creating sustained retention hooks and staged vesting events .
- CIC protection is double-trigger with full acceleration and bonus at target, and no excise tax gross-up (modified cutback), aligning benefits with an actual loss-of-job outcome while controlling 280G costs .
Investment Implications
- Near-term vesting overhang: The 2024 grants create scheduled vesting events beginning Feb 12, 2025 (25% RSU and 25% option vest), followed by monthly option vesting and annual RSU vesting through 2028; such events can create mechanical selling (e.g., tax withholding) absent explicit retention hold requirements .
- Alignment and retention: Equity-heavy 2024 package (RSUs + options) plus double-trigger CIC terms support retention while aligning with shareholder outcomes; absence of hedging ability further tightens alignment, and there is no disclosed pledging policy .
- Pay-for-performance transparency: Annual cash bonus targets (40% of base) are disclosed, but specific annual performance metrics/weightings are not; equity vesting is primarily time-based rather than performance-based, which may dilute strict pay-for-performance but provides retention stability in a pre-revenue biotech context .
- Governance/risk: No related party transactions and timely Section 16 filings reduce governance red flags; clawback adoption and 280G cutback are shareholder-friendly features .