John Healy
About John Healy
John S. Healy is General Counsel and Corporate Secretary of Contineum Therapeutics, Inc. (CTNM) since June 2024, with 25+ years of life sciences legal experience spanning public biotech general counsel roles, legal consultancy, and corporate/securities practice at national law firms; he holds a J.D. from the University of San Diego School of Law and a B.A. in History from the University of California, Berkeley . Contineum is a clinical‑stage company operating pre‑revenue and loss‑making per its latest filings, so standard TSR/revenue/EBITDA performance tie‑ins are not directly applicable to pay-for-performance assessment at this stage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Contineum Therapeutics, Inc. | General Counsel & Corporate Secretary | Since Jun 2024 | Senior legal leadership and corporate secretary responsibilities |
| Contineum Therapeutics, Inc. | Legal Consultant (via Consulting Agreement) | Apr 2022–Jun 3, 2024 | Provided legal services pre-join; structured transition to GC; consulting agreement terminated upon employment |
| Tyra Biosciences, Inc. | GC (consulting), then GC & Corporate Secretary; member of exec team | Feb 2021–Mar 2022 | Public biotech GC/Corp Sec experience; executive management exposure |
| Life sciences clients | Legal Consultant (broad client base) | May 2009–Aug 2021; again Mar 2022–May 2024 | Advised boards/management across lifecycle from early stage to IPO/M&A |
| Hollis‑Eden Pharmaceuticals, Inc. | Assistant GC; then General Counsel & Secretary | Oct 2005–May 2009 | Public biotech GC/Secretary; governance and transactional leadership |
| Brobeck, Phleger & Harrison LLP; Clifford Chance US LLP; Latham & Watkins LLP | Corporate/transactional/securities attorney | Jul 1999–Oct 2005 | Capital markets/M&A/securities foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Healy |
Fixed Compensation
| Year | Base salary rate ($) | Salary paid ($) | Target bonus (%) | Notes | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 436,600 | 254,683 | 40% (prorated for 2024 service) | Hired in Jun 2024; at-will employment per executive agreement | 52,582 (incl. $6,587 401(k) match, $44,500 pre-employment consulting fees, cell phone allowance) |
Performance Compensation
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Annual cash incentive plan (non-equity): | Year | Program | Performance metric(s) | Weighting | Target | Actual/Payout | Payment timing | |---|---|---|---|---|---:|---| | 2024 | Annual cash bonus | Corporate goals (product development/clinical advancement) and individual goals | Not disclosed | 40% of base salary (prorated) | 123,671 | Paid Jan 2025 |
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Equity awards granted (time-based options): | Grant date | Award type | Shares (#) | Exercise price ($/sh) | Grant-date fair value ($) | Vesting schedule | Expiration | |---|---|---:|---:|---:|---|---| | 06/03/2024 | Stock option | 160,000 | 15.73 | 2,131,552 | 25% at 1-year anniversary (Jun 3, 2025); remainder in 36 equal monthly installments, subject to continued service | 06/02/2034 |
Notes:
- Grant fell within SEC “Designated Periods”; company provided required disclosure (± price move around MNPI disclosure) .
- Company’s long-term incentive program primarily uses options; annual timing generally pre‑determined, not timed to MNPI .
Equity Ownership & Alignment
| As of date | Shares beneficially owned | % of Class A outstanding | Options exercisable (#) | Options unexercisable (#) |
|---|---|---|---|---|
| Mar 14, 2025 | — | <1% | 0 (as of 12/31/2024 table) | 160,000 (as of 12/31/2024) |
- Insider policy prohibits hedging/short sales and pledging/margining company stock without Compliance Officer approval; Rule 10b5‑1 plans permitted .
- Stock ownership guidelines for executives not disclosed in the proxy; no pledging by Mr. Healy disclosed .
Employment Terms
- Status: At-will executive employment agreement; sets base salary and annual incentive target .
- Start date/tenure: Joined as GC & Corporate Secretary in June 2024 .
- Severance plan (Executive Severance Plan, adopted May 2024):
- Non‑CIC involuntary termination (termination without cause or resignation for good reason): 12 months base salary (lump sum), pro‑rated target bonus for year of termination, and up to 12 months of health/welfare benefits (earlier of 12 months, COBRA eligibility expiration, or new employment coverage) .
- CIC termination (within 90 days prior to or within 18 months after a change in control): For Mr. Healy, lump sum equal to 100% of base salary + 100% of target bonus; full vesting of unvested time‑based equity; performance awards (if any) vest at target (unless award terms say otherwise); options exercisable for full term; health/welfare benefits continuation up to 12 months (or earlier as specified) .
- Definitions of “cause” and “good reason” detailed; plan is effectively double‑trigger for equity vesting (termination plus CIC window) .
- Indemnification: Company provides indemnification to executive officers to the fullest extent permitted by Delaware law .
- Clawback: Policy adopted effective at IPO closing (Apr 2024) to recoup erroneously awarded incentive compensation in the event of a restatement, covering the prior 3 completed fiscal years .
Related Party Transactions
| Type | Counterparty | Period | Economic terms |
|---|---|---|---|
| Consulting Agreement (pre-employment) | John S. Healy | Apr 2022–Jun 3, 2024 | Monthly retainer initially $8,000; later $8,800; agreement terminated upon employment; $44,500 in fees in 2024 included in “All Other Compensation” |
Compensation Committee Analysis
- Committee members (2024): Evert Schimmelpennink, Todd Brady (Chair), Olivia Ware; all independent under SEC/Nasdaq; six meetings in 2024 .
- Independent advisor: Alpine Rewards retained in Sep 2024 to advise on executive and director compensation; committee asserts advisor independence and relevant life sciences expertise .
- Process: CEO provides recommendations for other executives (not for self); CFO assists; committee oversees incentive plans .
Investment Implications
- Pay structure and alignment: 2024 compensation for Healy was heavily equity‑weighted (new‑hire time‑based options) with a 4‑year vesting schedule, aligning long‑term value with shareholders but yielding low near‑term “skin‑in‑the‑game” because awards were unvested at fiscal year‑end and not exercisable within 60 days of the proxy date .
- Retention and M&A incentives: The Executive Severance Plan provides double‑trigger acceleration and 1x base+target bonus cash in CIC termination scenarios (and 12 months base + pro‑rated target in non‑CIC), balancing retention with reasonable change‑of‑control economics relative to small/mid‑cap biotech practice; options remain exercisable for full term upon CIC termination, which preserves upside participation post‑transaction .
- Trading/pledging risk controls: Prohibitions on hedging and pledging without approval, and allowance for Rule 10b5‑1 plans, reduce alignment risks and help moderate insider selling optics; monitor Form 4s around the first cliff‑vesting date (Jun 3, 2025) and subsequent monthly vesting cadence for potential incremental selling pressure .
- Governance/compliance: Robust clawback policy and standard indemnification are in place; no adverse Section 16 compliance disclosures; no material related‑party arrangements beyond the pre‑employment consulting agreement disclosed and wound down at hire .