John Cipriano

About John Cipriano

John Cipriano is Senior Vice President of Regulatory Affairs at CEL-SCI (CVM), serving since October 2009 and previously from March 2004 to December 2008, with prior roles at the U.S. FDA as Deputy Director in biologics IND and evaluation divisions; he holds a B.S. in Pharmacy (Massachusetts College of Pharmacy) and an M.S. in Pharmaceutical Chemistry (Purdue). He is 83 years old as of the 2025 proxy and has 30+ years of biotech/pharma regulatory experience . Company performance during the recent period shows cumulative shareholder value pressure, with Total Shareholder Return of $9.65 (from a $100 baseline on 9/30/2021) in FY2024 vs $11.37 in FY2023 and $28.12 in FY2022, alongside net losses of $(26.9)M in FY2024, $(32.2)M in FY2023, and $(36.7)M in FY2022 .

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation (salary-centric; no annual cash bonus disclosed).

Notes:

• Officers agreed to below-actual salary compensation; back salary owed to Cipriano was $7,866 as of 9/30/2023 and $18,354 as of 9/30/2024 .
• All Other Compensation includes items such as term life insurance premiums and car allowances .

Performance Compensation

CEL-SCI’s program emphasizes long-term incentives via stock options; no annual cash bonus metrics or weightings are disclosed for NEOs. Options generally vest pro rata over three years; a 2021 performance-based grant vests 100% upon first marketing approval for Multikine in specified jurisdictions .

Option grants relevant to Cipriano:

Outstanding options (as of 9/30/2024):

CEL-SCI states it did not use financial/stockholder performance comparisons to set other executive officer compensation, relying instead on roles, experience, goals, and tenure; weighting is subjective .

Equity Ownership & Alignment

Additional details:

• Company-wide plan design emphasizes equity to align executives and shareholders; options are struck at market with minimum one-year vesting .
• No explicit disclosure of any pledging or hedging by Cipriano in the proxies reviewed .

Employment Terms

• No individual employment agreement for John Cipriano is disclosed in the 2023–2025 proxies; employment agreements and severance/change-in-control terms are provided for the CEO, CFO/COO (Prichep), and CSO (Talor) only .
• Consequently, severance multiples, change-in-control triggers, non-compete/non-solicit, and tax gross-ups specific to Cipriano are not disclosed in these filings .

Additional Governance and Say-on-Pay Context

• Compensation philosophy targets median of biotech peers but does not list a named peer group; timing/size of grants consider company/individual performance and market practices; vesting used for retention .
• 2023 proxy included advisory votes on executive compensation and on frequency (say-on-pay); results percentages were not included in the proxy text reviewed .

Investment Implications

• Alignment: Cipriano holds meaningful in-the-money optionality only if shares appreciate above multiple historical strike levels ($1.36–$20.61), with a 2021 performance grant that vests only upon first marketing approval of Multikine—creating a strong regulatory milestone-driven alignment, but little disclosed cash bonus linkage to financial/TSR outcomes .
• Selling pressure: Exercisable options increased to 571,894 by mid-2025, implying potential liquidity overhang if shares rally; however, substantial unexercisable/options tied to milestones defer some supply until vesting/approvals occur .
• Retention risk: Absence of a disclosed employment agreement for Cipriano means no contractual severance/change-of-control economics are on record, unlike other NEOs; given his age (83) and key regulatory role, succession/transition planning warrants attention .
• Pay-for-performance: Program lacks disclosed quantitative annual performance metrics/weightings (no cash bonus targets); equity is primary at-risk pay, but recent years show limited new awards to Cipriano (zero option award value in FY2024), suggesting lower incremental retention incentives absent new grants .
• Macro context: TSR decline and persistent net losses underscore execution and financing risk; compensation committee explicitly avoids tying other NEO pay to stock/financial measures due to external factors, which may reduce direct pay-for-performance sensitivity .

Appendix: Detailed Option Position (as of September 30, 2024)

CEL-SCI’s equity plans require minimum one-year vesting; options are non-transferable except upon death; unvested awards typically forfeit on termination unless otherwise provided .

Sources

• CVM DEF 14A (2025)
• CVM DEF 14A (2024)
• CVM DEF 14A (2023)
• CVM 8-K Item 5.02 (Nov 15, 2024)