Daniel Zimmerman
CEL SCIAbout Daniel Zimmerman
Daniel H. Zimmerman, Ph.D., age 83, is Senior Vice President of Research, Cellular Immunology at CEL-SCI (CVM). He joined CEL-SCI in January 1996 (VP of Research, Cellular Immunology) and served as SVP from 1996–Dec 2008 and again since Nov 2009, bringing deep expertise in immunology, patents, and NIH/DOD-funded research; education includes a Ph.D. in Biochemistry (1969) and M.S. in Zoology (1966) from the University of Florida and a B.S. in Biology (1963) from Emory & Henry College . Company pay-versus-performance data shows adverse TSR trends over recent years ($100 invested on 9/30/2021 valued at $9.65 as of 9/30/2024) alongside significant net losses, framing a challenging backdrop for value creation during the latest period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CEL-SCI Corporation | Senior VP Research, Cellular Immunology | 1996–Dec 2008; Nov 2009–present | Led cellular immunology research; inventor on numerous patents supporting Multikine and platform research . |
| CEL-SCI Corporation | VP Research, Cellular Immunology | Jan 1996–1996 | Built research capabilities in cellular immunology . |
| CELL-MED, Inc. | Founder/President | 1987–1995 | Founded and led biotech venture; advanced immunology technologies . |
| Electronucleonics, Inc. | Scientist → Sr. Scientist → Technical Director → Program Manager | 1973–1987 | Directed programs in immunology/infectious diseases . |
| NIH | Senior Staff Fellow (then guest worker for subsequent 25 years) | 1969–1973 (fellow); ~1973–late 1990s (guest worker) | Conducted federally funded research; numerous grants (NIH, DOD) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Montgomery College | Teaching positions | 1987–1995 | Academic instruction; workforce development in sciences . |
| National Institutes of Health | Guest worker (post-fellowship) | ~1973–~1998 | Sustained collaboration on immunology research . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 |
|---|---|---|
| Salary | $256,825 | $45,546 |
| Bonus | — | — |
| Stock Awards (401k match in stock) | $15,769 | — |
| Option Awards (grant-date fair value) | $239,506 | — |
| All Other Compensation | $6,031 | $531 |
| Total Compensation | $518,131 | $46,077 |
Notes:
- FY2024 summary compensation for Zimmerman is not presented in the 2025 proxy (NEO table includes other officers), implying compensation below the >$100k disclosure threshold for that year .
Performance Compensation
Incentive Design and Metrics
- Long-term incentives are primarily stock options (and occasional stock grants), generally vesting pro rata at the end of each of the following three years; minimum vesting of one year in recent plans .
- Performance-based option grant (fiscal 2022): 250,000 options across officers (Zimmerman holds 50,000) at $10.48, vesting 100% upon approval of the first marketing application for a Multikine-based product in specified major markets; as of 9/30/2023, none of these had vested .
| Component | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Performance Stock Options (granted 2022; Zimmerman's tranche 50,000 at $10.48, exp. 11/18/2031) | First marketing approval of Multikine product in USA, Canada, UK, Germany, France, Italy, Spain, Japan, or Australia | Event-based | Regulatory approval | As of 9/30/2023: not vested; options unexercisable | 100% vest upon event; otherwise cancel if unvested by 11/18/2031 |
| Time-Vesting Options | Service (time-based) | — | Pro rata over 3 years | Ongoing per tranche schedule | Vest annually over 3 years |
Outstanding Options (as of 9/30/2024)
| Tranche | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Legacy grants | 4,000 | — | $15.50 | 06/25/2025 |
| Legacy grants | 4,000 | — | $11.75 | 07/21/2026 |
| Legacy grants | 6,000 | — | $1.87 | 06/28/2027 |
| Legacy grants | 20,000 | — | $1.59 | 09/17/2027 |
| Option grant | 126,194 | — | $2.45 | 04/30/2028 |
| Option grant | 211,459 | — | $5.65 | 04/10/2029 |
| Option grant (time-vest) | 40,000 | 120,000 | $10.93 | 04/19/2030 |
| Option grant (time-vest) | — | 160,000 | $20.61 | 05/13/2031 |
| Performance-based | — | 50,000 | $10.48 | 11/18/2031 |
| Option grant (time-vest) | 53,334 | 26,666 | $3.35 | 06/12/2032 |
Context: on 2/23/2024, the stock closed at $2.13, making most tranches shown above out-of-the-money at that date, except certain low-strike legacy awards (e.g., $1.59 and $1.87) .
Equity Ownership & Alignment
Beneficial Ownership and Options (timeline)
| Reference Date | Total Beneficial Ownership (shares) | % of Outstanding | Options/Warrants Exercisable within ~60 days |
|---|---|---|---|
| Feb 23, 2024 | 593,213 | 1.1% | 472,987 |
| Dec 20, 2024 | 585,213 | <1% | 464,987 |
| Mar 25, 2025 | 611,879 | <1% | 491,653 |
- Vested vs unvested: See outstanding option table above for exercisable vs unexercisable breakdown by tranche as of 9/30/2024 .
- Pledging/Hedging: No pledging or hedging by Zimmerman is disclosed in the proxy; company-level plan restrictions and non-transferability of options apply, except upon death where unvested options vest under plan terms .
- Stock ownership guidelines: Not disclosed for executives in the proxy .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Agreement | No individual employment contract for Zimmerman is described in the latest proxy; contracts disclosed cover CEO, CFO/COO (Prichep), and CSO (Talor) . |
| Severance / Change-of-Control | Not disclosed for Zimmerman; for reference, other executives’ agreements include 18–24 months of salary and accelerated vesting on certain triggers; Zimmerman's terms are not specified . |
| Non-Compete/Non-Solicit | Not disclosed for Zimmerman . |
| Equity Plan Terms | Options generally have 10-year terms; no exercise within first year; non-transferable; exercise price cannot be repriced except for corporate actions; unvested options vest upon death; plan minimum vesting of 1 year; committee discretion governs vesting and forfeiture . |
| Grant Timing Policy | Company discloses no timing policy relative to material non-public information . |
Additional Performance & Track Record
- Publications/Patents/Grants: Author of 50+ publications; inventor on a dozen+ U.S. patents and many foreign equivalents; numerous NIH and DOD grants .
- Role in CEL-SCI programs: Scientific leadership in Multikine and other immunology platforms .
- Company-level PVP summary (context): TSR declined from $28.12 (as of 9/30/2022) to $9.65 (as of 9/30/2024); net losses persisted ($36.7M in FY2022; $32.2M FY2023; $26.9M FY2024) .
Compensation Structure Analysis
- Mix and design: Executive compensation relies on base salary and long-term equity; there is no disclosed annual cash bonus program or specific financial performance weighting for NEOs; the Compensation Committee notes it does not use financial or stockholder value performance comparisons to determine other executives’ pay due to external factors, indicating a largely discretionary approach, though performance-based options were used in 2022 .
- Shift in equity form: Options remain the primary LTI vehicle; 401(k) matching uses stock (stock awards) .
- Repricing/Modifications: Plans prohibit changing exercise prices except for stock splits/recapitalizations (no broad-based repricing) .
- Ownership alignment: Zimmerman has a large option position (491,653 options/warrants exercisable within ~60 days as of Mar 25, 2025) and modest direct equity stake (<1% of shares outstanding), aligning upside to long-term equity value but with limited near-term ownership percentage .
Investment Implications
- Alignment vs. liquidity/selling pressure: Zimmerman’s incentives are predominantly option-based with many tranches struck well above the stock’s 2/23/2024 close ($2.13), suggesting limited near-term in-the-money optionality outside of certain legacy low-strike grants; this reduces immediate insider selling pressure but also tempers realized pay-for-performance until value inflects .
- Retention and succession: At age 83 with lengthy tenure, retention risk is inherently elevated; absence of a disclosed personal employment agreement (severance/CIC terms) contrasts with other NEOs and may reduce guaranteed protections but also provides less clarity on transition economics .
- Pay-for-performance signal: The company’s stated de-emphasis on financial/TSR comparisons for executive pay decisions, offset by a specific regulatory-approval performance option, implies that significant payout for Zimmerman depends on achieving the Multikine approval milestone—an inherently binary catalyst .
- Ownership “skin in the game”: Beneficial ownership remains below 1%, but sizable vested/unvested options tie upside to successful execution; total options exercisable within ~60 days moved from 472,987 (Feb 2024) to 491,653 (Mar 2025), reflecting continued vesting .
- Governance/comp committee oversight: Independent committee structure and plan prohibitions on repricing are positives; lack of disclosed clawback specifics and limited use of objective financial metrics for NEO pay are watch items for pay-for-performance alignment .
Overall: Zimmerman’s compensation exposure is leveraged to long-dated options and a clear, high-bar regulatory milestone, aligning incentives with value realization but offering limited cash compensation and ownership stake. Given advanced age and the binary nature of the Multikine catalyst, investors should monitor succession planning disclosures and any updates to performance option status or new grants.
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