Geert Kersten
CEL SCIAbout Geert Kersten
Geert R. Kersten, Esq. is CEL-SCI’s Chief Executive Officer and a director; he has been with CEL-SCI since 1987 and has served in his current leadership role since 1995. He holds an undergraduate degree in Accounting and an MBA from George Washington University, and a JD from American University; his background spans finance and law, including prior roles at Finley & Kumble and Source Capital . Age: 66 in 2025 . Performance context: CEL-SCI reported net losses of $26.9M (FY2024), $32.2M (FY2023), and $36.7M (FY2022), while Pay-Versus-Performance shows CEO Compensation Actually Paid of $911,922 (2024), $660,403 (2023), and $(486,716) (2022), and TSR of 9.65 (2024), 11.37 (2023), 28.12 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CEL-SCI Corporation | CEO; Director | Since 1995 (CEO); Since 1987 with CEL-SCI | Led financing and R&D over three decades; drives Multikine strategy |
| Finley & Kumble | Law Firm Staff | Not disclosed | Legal training underpinning regulatory and corporate governance expertise |
| Source Capital (McLean, VA) | Investment Banking | Not disclosed | Finance background supporting capital raising and corporate strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public board roles disclosed for Kersten |
Fixed Compensation
Multi-year executive compensation for Geert Kersten (company fiscal years):
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | 637,157 | 644,091 |
| Bonus | — | — |
| Stock Awards (401k contributions; ASC 718 FV) | 19,200 | 20,475 |
| Option Awards (ASC 718 FV) | 305,977 | 340,357 |
| All Other Compensation (incl. insurance, car allowance, director fees) | 65,631 | 65,631 |
| Total | 1,027,965 | 1,070,554 |
- Deferred salaries owed as of fiscal year-end: $72,168 (FY2023); $48,538 (FY2024) .
- Director fees for Kersten were $50,000 in FY2024; related option awards fair value $340,357 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance Stock Options (granted FY2022) | Approval of first marketing application for Multikine in specified jurisdictions (US, Canada, UK, Germany, France, Italy, Spain, Japan, Australia) | Not disclosed | Regulatory approval event | Not achieved as of 9/30/2023 | None to date | 100% upon approval; 250,000 options at $10.48, expire 11/18/2031 |
| Time-based Stock Options | Retention/long-term equity (no explicit financial metric) | Not disclosed | Service-based vesting | Ongoing vesting | N/A | Pro rata vesting over three years |
Pay-Versus-Performance disclosure (contextual, not a formal pay metric):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | (486,716) | 660,403 | 911,922 |
| Company TSR (index value) | 28.12 | 11.37 | 9.65 |
| Net Loss ($) | (36,700,681) | (32,194,303) | (26,920,465) |
Notes: Company policy targets total comp near median of comparable biotech peers; formal financial or stockholder value performance comparisons were not used to determine other executive pay in FY2024 .
Equity Ownership & Alignment
Total beneficial ownership and alignment:
| As-of Date | Beneficial Shares | % of Outstanding | Outstandings Reference |
|---|---|---|---|
| Feb 23, 2024 | 3,997,976 | 7.0% | 53,979,231 outstanding |
| Mar 25, 2025 | 4,302,969 (incl. de Clara Trust holdings) | 4.9% | 84,124,041 outstanding |
- Trust holdings: 346,421 common shares and 390,928 warrants in de Clara Trust, where Kersten is trustee and beneficiary .
- Near-term exercises: Options/warrants exercisable by July 15, 2025 total 3,085,377 (Kersten) .
Outstanding options (Kersten) at 9/30/2024:
| Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|
| 180,000 | — | 2.18 | 07/27/27 |
| 530,121 | — | 2.45 | 04/30/28 |
| 813,180 | — | 5.65 | 04/10/29 |
| 148,000 | 444,000 | 10.93 | 04/19/30 |
| — | 592,000 | 20.61 | 05/13/31 |
| — | 50,000 | 10.48 | 11/18/31 |
| 166,667 | 83,333 | 3.35 | 06/12/32 |
| 83,334 | 166,666 | 1.36 | 08/07/33 |
| — | 250,000 | 1.50 | 04/18/34 |
Options granted in FY2024:
| Grant Date | Options | Exercise Price ($) | Expiration |
|---|---|---|---|
| 04/19/2024 | 250,000 | 1.50 | 04/18/2034 |
Stock price context: CEL-SCI’s quarterly trading ranges in FY2024 were low ($1.02 minimum) to high ($3.23 maximum), implying options with strikes ≥$5.65 were out-of-the-money in FY2024; options with strikes in the $1.36–$3.35 range were closer to the year’s trading highs . No pledging or hedging by Kersten is disclosed in the proxy .
Employment Terms
- Contract: Four-year employment agreement dated August 31, 2019; term extended to August 31, 2027 as of October 26, 2023. Base salary under agreement: $559,052 plus Board-approved increases .
- Severance/change-in-control: If Kersten resigns after specified events (salary reduction, relocation >10 miles, material reduction in authority/autonomy, or Change in Control), he receives lump-sum equal to 24 months of salary ($1,288,182) and immediate vesting of unvested stock options; Change in Control defined as merger with <50% post-merger ownership by CEL-SCI shareholders, sale of substantially all assets, acquisition of >50% of common stock, or Board majority change not approved by incumbents .
- Death/disability: Salary through termination date; all options/bonus shares become fully vested; options that would expire within four years are extended to four years post-termination .
- CFO role update: On November 13, 2024, Patricia B. Prichep assumed duties of Chief Financial and Operations Officer; the 2025 proxy biography continues to list Kersten as Chief Executive and Financial Officer and Treasurer, but the 8-K confirms CFO duties assignment to Prichep .
Board Governance
- Board service: Kersten is a director; CEO is not Chairman; independent directors chair Audit, Compensation, and Nominating & Governance committees .
- Committee composition: Compensation Committee—Bruno Baillavoine (Chair), Robert Watson, Mario Gobbo; Audit Committee—Robert Watson (financial expert; Chair in 2025 period), Bruno Baillavoine, Mario Gobbo; Nominating & Governance—independent directors .
- Board activity: Board met 5 times in FY2024; all directors attended 4 of these meetings (and four directors attended the remaining meeting); multiple informal telephonic meetings occurred .
- Director compensation (FY2024): Kersten $50,000 fees; option awards $340,357; total $390,357 . Independent director fees and option awards disclosed separately .
Dual-role implications:
- Kersten’s dual role (CEO + director) and receipt of director fees increases exposure to potential independence concerns, but CEO is not Board Chair and committees are chaired by independent directors, partially mitigating governance risk .
Compensation Structure Analysis
- Mix and policy: Compensation consists of base salary, long-term incentives (stock options/stock grants), and benefits; company targets median of comparable biotech companies; equity vests pro rata over three years to support retention .
- Shift indicators: Performance options issued in FY2022 with regulatory approval trigger indicate at-risk pay is tied to milestone achievement (no vesting without approval), while subsequent time-based options support retention .
- Discretionary adjustments: Not disclosed; Compensation Committee met formally once in FY2024; timing/size of grants considered performance, market practices, and prior grant sizes; weighting subjective .
Risk Indicators & Trading Signals
- Going concern and liquidity: Cash and equivalents ~$4.7M at 9/30/2024; substantial doubt about ability to continue as a going concern without additional capital; confirmatory registration study estimated cost ~$30M .
- Listing risk: Closing price below $1.00 since October 14, 2024 risks NYSE American continued listing; Board pursued authorization to combine common stock (reverse split up to 1-for-60) to support listing compliance .
- Equity overhang: Non-Qualified Stock Option Plan securities to be issued upon exercise total 16,218,080 with weighted-average exercise price $6.90; 1,063,031 securities remaining for future issuance as of 9/30/2024, indicating potential dilution; Kersten holds significant exercisable options and warrants by July 15, 2025 .
Equity Plan Context
| Plan | Securities to be Issued on Exercise | Weighted Avg Exercise Price | Remaining Available for Future Issuance |
|---|---|---|---|
| Non-Qualified Stock Option Plans (as of 9/30/2024) | 16,218,080 | $6.90 | 1,063,031 |
| Incentive Stock Option Plans (as of 9/30/2024) | 40,000 | $2.18 | — |
Director Compensation (FY2024)
| Director | Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Geert Kersten | 50,000 | — | 340,357 | 390,357 |
| Robert Watson | 60,859 | — | 87,131 | 147,990 |
| Bruno Baillavoine | 55,000 | — | 87,131 | 142,131 |
| Mario Gobbo | 24,629 | — | 87,131 | 111,760 |
Investment Implications
- Alignment: Kersten’s sizable, long-tenure equity exposure (4.9% in 2025; significant exercisable options/warrants by mid-2025) aligns incentives but creates potential selling pressure as options vest/approach moneyness and near-term exercise dates; many legacy strikes are above FY2024 trading ranges, limiting immediate exercise incentives absent price appreciation .
- Pay-for-performance: The 2022 performance option grant is a clear milestone-tied incentive (approval trigger) supporting execution focus on Multikine; broader equity awards are time-based, favoring retention over explicit financial metric accountability .
- Governance: CEO/director dual role with director fees is a standard small-cap biotech profile; independence is supported by non-CEO chairmanship and independent committee leadership, though compensation committee met only once in FY2024—monitor responsiveness if say-on-pay concerns arise .
- Risk profile: Elevated financing and listing risks (reverse split authorization), ongoing net losses, and a material going concern warning highlight execution risk and dilution potential; successful enrollment and regulatory progression of the confirmatory study are critical catalysts .
Overall, compensation uses equity to retain and align, with one material approval-tied grant. Ownership is significant, but near-term liquidity needs and listing compliance actions add event risk; trading signals hinge on regulatory progress and capital access .