Leiv Lea
Corvus PharmaceuticalsAbout Leiv Lea
Leiv Lea is Chief Financial Officer of Corvus Pharmaceuticals (CRVS), serving since November 2014; age 71 as of March 31, 2025; B.S. in Agricultural Economics (UC Davis) and MBA (UCLA Anderson) . Under his tenure, CRVS reports no dividends and substantial losses; pay-versus-performance shows $100 TSR values of 35.27 (2022), 73.03 (2023), and 221.99 (2024) with net losses of $41.3M, $27.0M, and $62.3M, respectively . Company policy prohibits hedging and pledging of company stock, aligning insiders with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corvus Pharmaceuticals | Chief Financial Officer | Nov 2014–Present | Senior finance leadership at clinical-stage biopharma |
| Self-employed | Financial Consultant | 2009–Nov 2014 | Corporate finance advisory |
| Pharmacyclics, Inc. | Chief Financial Officer | 1998–2008 | Public biopharma CFO experience |
| Self-employed | Financial Consultant | 1996–1997 | Corporate finance advisory |
| Margaux, Inc. | Chief Financial Officer | 1986–1996 | CFO in manufacturing sector (refrigeration equipment) |
External Roles
No external public-company board roles disclosed for Mr. Lea in the proxy biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary Paid ($) | 394,213 | 394,655 |
| Annual Base Salary Set ($) | — | 394,665 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Annual Bonus Paid ($) | 0 (not awarded) | 0 (not awarded) |
| All Other Compensation ($) | 6,000 (401k match) | 6,000 (401k match) |
The Compensation Committee did not award performance bonuses to NEOs for 2024 . Perquisites are limited (e.g., life insurance premium payments consistent with broader employee benefits) .
Performance Compensation
Annual Performance Bonus
| Year | Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| 2024 | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $0 | Committee determined no annual performance-based bonuses for NEOs |
| 2023 | Not disclosed | Not disclosed | Not disclosed | Not disclosed | — | No bonus disclosed in SCT |
Option Awards – Grants and Fair Value
| Year | Grant Date | Instrument | Shares | Exercise Price ($) | Fair Value at Grant ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| 2024 | 12/20/2024 | Stock Option | 300,000 | 4.99 | 1,213,798 | 1/36th monthly from 12/20/2024, service-based | 12/19/2034 |
| 2023 | 12/06/2023 | Stock Option | 200,000 (66,667 ex., 133,333 unex.) | 1.64 | 260,551 | Monthly; post-12/31/2022 awards vest over 36 months | 12/05/2033 |
| 2022 | 08/11/2022 | Stock Option | 160,000 (93,334 ex., 66,666 unex.) | 0.965 | — | Monthly; post-12/31/2022 awards vest over 36 months | 08/10/2032 |
Vesting design: options with vesting commencement prior to 12/31/2022 vest monthly over 48 months; those after 12/31/2022 vest monthly over 36 months, subject to continued service .
Outstanding Equity Awards (as of 12/31/2024) — Leiv Lea
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/22/2016 | 60,000 | — | 15.00 | 03/21/2026 |
| 12/07/2016 | 25,000 | — | 16.37 | 12/06/2026 |
| 12/13/2017 | 40,000 | — | 10.60 | 12/12/2027 |
| 12/12/2018 | 100,000 | — | 5.94 | 12/11/2028 |
| 12/12/2019 | 160,000 | — | 3.54 | 12/11/2029 |
| 12/16/2020 | 160,000 | — | 4.01 | 12/15/2030 |
| 09/09/2021 | 130,000 | 30,000 | 2.60 | 09/08/2031 |
| 08/11/2022 | 93,334 | 66,666 | 0.965 | 08/10/2032 |
| 12/06/2023 | 66,667 | 133,333 | 1.64 | 12/05/2033 |
| 12/20/2024 | — | 300,000 | 4.99 | 12/19/2034 |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Common Stock Held Directly/Indirectly | 282,444 shares (Karlson Lea Family Trust: 149,206; Lea IRA Contributory: 133,238) |
| Options Exercisable within 60 Days (as of 03/31/2025) | 937,779 shares |
| Total Beneficial Ownership | 1,220,223 shares |
| Ownership % of Shares Outstanding | 1.8% (based on 68,135,796 shares outstanding) |
| Hedging/Pledging | Prohibited for officers (including pledging as collateral and hedging transactions) |
| Insider Trading Policy | Prohibits short sales, derivatives on CRVS equity, margin purchases; see policy filed as Exhibit 19.1 to FY2024 Form 10-K |
Stock ownership guidelines for executives are not disclosed; director equity vests accelerates upon change in control, but executive equity acceleration terms are as per employment agreements (see below) .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Healthcare Continuation | Equity Vesting |
|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (outside CIC window) | 9 months base salary | None specified | Up to 9 months (earlier of eligibility elsewhere) | Time-based awards accelerate by shares that would vest over next 9 months (Lea) |
| CIC Window (3 months before to 12 months after CIC) — Termination without Cause / Good Reason | Lump sum: 12 months base salary plus 100% of target bonus opportunity | Included in lump sum (100% of target bonus) | Up to 12 months | 100% acceleration of time-based awards (Lea) |
| CIC (no termination) | No automatic acceleration disclosed for Lea (Miller has single-trigger acceleration) | — | — | Lea: acceleration requires qualifying termination during CIC window |
| Restrictive Covenants | Confidentiality/IP assignment; non-solicitation; non-disparagement; business diversion prohibitions | |||
| Definitions | “Cause” and “Good Reason” defined with notice and cure provisions (including material diminution of duties, salary reduction exceptions, relocation >25 miles) | |||
| Clawback | SEC/Nasdaq-compliant incentive compensation recovery policy adopted (Rule 10D-1) |
Performance & Pay Linkage Indicators
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | -41,307,000* | -27,029,000* | -62,293,000* |
| EBITDA ($) | -31,611,000* | -23,178,000* | -27,463,000* |
| TSR – $100 Investment ($) | 35.27 | 73.03 | 221.99 |
Note: * Values retrieved from S&P Global.
The Compensation Committee emphasized long-term alignment via options; 2024 compensation for Mr. Lea was predominantly equity ($1.214M option grant fair value vs $394.7k salary) and no cash bonus was paid despite improving TSR, reflecting cash preservation and option-centric incentives .
Compensation Committee Analysis
- Committee members: Ian T. Clark, Scott W. Morrison, and Peter A. Thompson, M.D.; Thompson serves as Chair; all independent per Nasdaq .
- Responsibilities include setting executive pay, reviewing incentive/equity plans, and annual charter reassessment; CEO provides recommendations, but Committee determines pay outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing misalignment risk .
- Double-trigger CIC equity acceleration for Lea; single-trigger equity acceleration applies to CEO only .
- No tax gross-ups disclosed; limited perquisites .
- 2024 net loss widened to $62.3M; no revenue disclosed; reinforces dependence on clinical milestones and financing cycles .
Investment Implications
- Equity-heavy, time-based option vesting creates continual monthly vesting through 2027 (for 12/20/2024 grant), implying potential steady insider selling capacity; monitor Form 4s for flow and price sensitivity .
- Severance and CIC terms are standard for small-cap biotech CFOs (9 months salary outside CIC; 12 months salary + 100% target bonus and full acceleration on CIC termination), supporting retention while preserving deal flexibility; no pledging allowed reduces financing-related misalignment risk .
- Lea’s beneficial ownership (1.8%) and sizable exercisable options (937,779) align incentives with equity value creation; option strike mix (0.965–16.37) provides both low-strike leverage and higher-strike legacy awards, potentially influencing exercise timing relative to clinical catalysts .
- Cash conservation posture (no 2024 bonuses) alongside option-centric pay suggests management confidence in long-term value creation versus near-term financial metrics; TSR improvement in 2024 did not translate to cash payouts, keeping compensation risk on equity outcomes .