Carmine Stengone
About Carmine Stengone
Carmine N. Stengone, 49, is President, Chief Executive Officer and a Director of Contineum Therapeutics, serving on the board since October 2018; he holds an MBA from Cornell (Johnson), an M.S. in Organic Chemistry from Duke, and a B.S. in Chemistry from Wake Forest . He also serves on the board of Kiora Pharmaceuticals, Inc. (external directorship) . During 2024, he received a short‑term incentive payout tied to corporate and individual goals and discretionary cash tied to the 2023 J&J License Agreement; he also adopted a Rule 10b5‑1 trading plan allowing sales of up to 250,980 shares through November 19, 2025, which can affect insider selling dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avelas Biosciences, Inc. | Chief Business Officer | May 2012 – Jan 2014 | Executive leadership role prior to CEO transition |
| Avelas Biosciences, Inc. | President, CEO, and Board Member | Jan 2014 – Oct 2018 | Led company operations and strategy |
| COI Pharmaceuticals (Avalon Bioventures) | SVP, Business Development; Investment Committee Member | May 2013 – Oct 2018 | Helped co‑found six new biopharma companies |
| Afraxis Holdings, Inc. / Afraxis, Inc. | VP Corporate Development; Co‑founder & CEO (spin‑out) | 2010 – 2014 | Co‑founded and led spin‑out company |
| Phenomix; Anadys; J&J Pharmaceutical R&D | Increasing responsibility roles | Not disclosed | Pharma/biotech operating and BD experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kiora Pharmaceuticals, Inc. | Director | Current | Public company directorship |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 515,595 | 608,120 |
| Discretionary Cash Bonus ($) | 55,000 (two $27,500 installments; tied to 2023 J&J License Agreement) | 55,000 (two $27,500 installments; tied to 2023 J&J License Agreement) |
| All Other Compensation ($) | 12,177 (incl. 401(k) match and phone allowance) | 12,627 (incl. $10,350 401(k) match and phone allowance) |
| 2024 Fixed Pay Settings | Initial (Jan 2024) | Post‑Increase (May 2024) |
|---|---|---|
| Base Salary ($) | 536,219 | 633,449 |
| Target Bonus (% of Base) | 45% | 55% |
Notes:
- Executives participate in standard employee benefits; the company generally does not provide perquisites beyond items noted in “All Other Compensation” .
- 401(k) safe harbor contribution: 3% of eligible compensation (plan-wide) .
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual Payout | Timing/Vesting |
|---|---|---|---|---|
| Annual Bonus (Short‑Term Incentive) | Mix of corporate goals (product development, clinical trial advancement) and individual goals | 2024 target: 55% of base (increased from 45% in May 2024) | 2023: $207,527; 2024: $418,146 | Paid in January following fiscal year (Jan 2024/Jan 2025) |
| Discretionary Cash | Milestone: execution of 2023 J&J License Agreement | Not applicable | $27,500 paid Apr and Oct 2023; $27,500 paid Apr and Oct 2024 (total $55,000 each year) | Lump‑sum payments |
| Long‑Term Incentive (Stock Options) | Time‑based vesting; fair‑market strike on grant | Standard: 25% at 1‑yr then monthly over 36 months | 2023 grant-date fair value: $1,525,000; 2024 grant-date fair value: $3,806,147 | Options vest over 4 years; 2024 grant of 285,000 options to CEO follows standard schedule |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/14/2025) | Shares | % of Class A |
|---|---|---|
| Carmine N. Stengone | 952,011 (incl. 939,153 options exercisable within 60 days) | 5.0% |
Outstanding CEO option grants (as of 12/31/2024):
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 10/08/2019 | 128,417 | — | 1.26 | 11/13/2028 |
| 11/26/2019 | 289,430 | — | 1.01 | 02/24/2030 |
| 03/11/2021 | 350,062 | 23,338 | 8.46 | 03/15/2031 |
| 09/27/2023 | 55,831 | 122,829 | 10.81 | 10/08/2033 |
| 04/05/2024 | — | 285,000 | 15.76 | 05/23/2034 |
Trading plans and policies:
- Rule 10b5‑1 plan adopted Aug 19, 2024 for potential sale of up to 250,980 shares through Nov 19, 2025 (intended to satisfy Rule 10b5‑1(c) affirmative defense) .
- Hedging prohibited; pledging or margining company securities prohibited without Compliance Officer approval; short sales prohibited .
- Directors/officers may transact under 10b5‑1 plans per Insider Trading Policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreements | Executive employment agreements set base salary and annual bonus targets; at‑will employment. May 2024: CTNM adopted an Executive Severance Plan that superseded prior severance eligibility . |
| Severance (non‑CIC) | If involuntary termination not in connection with CIC: lump‑sum cash equal to 12 months of base salary; pro‑rated annual target bonus; continuation of health/welfare benefits for up to 12 months or until earlier eligibility/COBRA end (subject to release) . |
| Severance (CIC “double‑trigger”) | If terminated within 90 days prior to or within 18 months after CIC: for CEO, lump‑sum equal to 150% of base salary plus 150% of annual target bonus; full vesting of time‑based equity; performance‑based equity vests at target (unless award agreement says otherwise); stock options remain exercisable for full term; benefits continuation for 18 months (subject to release) . |
| CIC Definition | Includes acquisition of >50% voting power with carve‑outs for financing transactions and repurchase‑driven threshold crossings; additional mechanics per plan . |
| Clawback | Post‑IPO clawback policy (effective April 2024) to recover incentive compensation upon required financial restatement; covers last three completed fiscal years preceding restatement . |
| Perquisites/Benefits | Executives eligible for standard health/welfare benefits; safe‑harbor 401(k) plan; company generally does not provide perquisites beyond items disclosed . |
Board Governance
- Role: CEO and Director since Oct 2018; not independent under Nasdaq rules; board determined all directors except Mr. Stengone and Dr. Miralles are independent .
- Board Leadership: Independent Chair (Evert Schimmelpennink); independent directors meet in regular executive sessions .
- Committees: Audit (Chair: Troy Ignelzi; members: Ignelzi, Brady, Lyons‑Williams), Compensation (Chair: Todd Brady; members: Brady, Schimmelpennink, Ware), Nominating & Corporate Governance (Chair: Sarah Boyce; members: Boyce, Lyons‑Williams, Ware). CEO does not serve on board committees .
- Director Pay (context for dual role): Employee directors receive no additional board compensation (non‑employee director program provides cash retainers and option grants) .
Compensation Committee and Benchmarking
- Members: Schimmelpennink, Brady (Chair), Ware; all independent under SEC and Nasdaq rules .
- Consultant: Alpine Rewards retained Sept 2024; compensation committee determined Alpine is independent and free of conflicts .
- Committee met six times in 2024; CEO does not participate in setting his own compensation .
Director and Executive Ownership Snapshot
| Holder | Shares Beneficially Owned | % of Class A |
|---|---|---|
| Carmine N. Stengone | 952,011 (incl. 939,153 options exercisable within 60 days) | 5.0% |
| All directors and officers (12 persons) | 2,156,583 (incl. 1,957,539 options exercisable within 60 days) | 11.3% |
Performance & Track Record Highlights
- Discretionary payouts in 2023/2024 tied to the execution of the 2023 J&J License Agreement (paid $55,000 each of those years) .
- CEO signed Sarbanes‑Oxley Section 302/906 certifications on CTNM’s 2024 Form 10‑K and 2025/2024 10‑Qs, attesting to financial reporting controls and fair presentation .
Say‑on‑Pay and Shareholder Voting
- 2025 Annual Meeting results disclosed director elections and auditor ratification; no advisory say‑on‑pay proposal was reported in that 8‑K .
Investment Implications
- Alignment and retention: CEO’s long‑term pay is heavily option‑based with standard 4‑year vesting, and CIC double‑trigger provides 1.5x salary+target bonus with full vesting—supporting retention through clinical milestones and potential strategic events .
- Potential selling pressure: A Rule 10b5‑1 plan allows for sales of up to 250,980 shares through Nov 19, 2025, which may create episodic supply into the market depending on trading parameters and price levels .
- Skin‑in‑the‑game: Reported beneficial ownership of 952,011 shares (5.0% of Class A), largely comprised of options exercisable within 60 days, ties outcomes to equity value but concentrates exposure in option awards .
- Governance mitigants: Independent chair and fully independent key committees reduce dual‑role concerns from CEO service on the board; formal clawback and insider trading/hedging restrictions further align governance with public market standards .
- Pay structure trends: 2024 increases in base salary, target bonus rate, and option grant fair value (vs. 2023) reflect a shift toward higher at‑risk equity exposure during the first full year post‑IPO, with annual bonus linked to corporate/individual goals tied to pipeline execution .