Christiana Cioffi
FENNEC PHARMACEUTICALSAbout Christiana Cioffi
Christiana Cioffi (age 40) is Fennec Pharmaceuticals’ Chief Strategy Officer, appointed effective October 28, 2024, with an MBA and two decades of oncology/rare disease commercial strategy experience; she is also a decorated U.S. Army veteran and Bronze Star recipient . Her compensation includes a $375,000 base salary, 40% target bonus, and 150,000 stock options with a 3‑year vesting schedule (1/3 at 12 months, then monthly over 24 months), aligning incentives to multi‑year value creation while retention is supported by nine months’ severance for a without‑cause or good‑reason departure . Company-wide 2024 short-term incentive metrics prioritized revenue, commercial adoption, and cash runway; Fennec discloses no executive stock ownership requirement and restricts short-selling/hedging and pledging, shaping alignment and trading behavior .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Disruptify Consulting | Strategic advisor and leadership coach | — | Advised on strategy/leadership; prior to Fennec appointment |
| Shield Therapeutics; Stemline Therapeutics; EUSA Pharma; Karyopharm Therapeutics; Servier (Shire/Baxalta/Baxter); Abbott Laboratories | Commercial and marketing strategy leadership across oncology/rare disease portfolios | — | Led launch/LCM strategies for Qarziba, Oncaspar (Liquid/Lyo), Cal‑PEG, Sylvant, Xpovio, and Elzonris (multiple award‑winning campaigns) |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Army | Officer (Bronze Star recipient) | — | Demonstrated combat leadership across two Operation Iraqi Freedom deployments |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $375,000 per year |
| Target annual bonus | 40% of base salary (pro‑rated if partial year; paid based on Board‑set objectives) |
| Employment status | At‑will; reports to CEO |
Performance Compensation
- 2024 corporate short‑term incentive metrics (company framework; individual payouts for CSO not disclosed)
| Metric | Weight | 2024 Achievement |
|---|---|---|
| Net revenues > $40 million | 50% | 0% |
| Stretch: Net revenues > $45 million | 5% | 0% |
| Vial sales to 25 distinct community oncology centers | 25% | 25% |
| Cash runway exiting 2024 ≥ 24 months | 15% | 15% |
| Monthly cash‑flow breakeven by Sept‑2024 | 10% | 0% |
| Total | 105% | 40% |
- Equity awards (grant at hire)
| Instrument | Amount | Exercise price | Term | Vesting | Key dates |
|---|---|---|---|---|---|
| Stock options | 150,000 | Fair Market Value at grant (per plan) | 10 years | 1/3 on 1‑year anniversary; remainder monthly over 24 months | Grant: 10/28/2024 (effective date) ; First vest: ~10/28/2025; Full vest: ~10/28/2027 (derived from terms) |
Notes:
- Options are granted under Fennec’s 2020 Equity Incentive Plan. In a sale event where awards are not assumed/continued, time‑based awards may be accelerated at the Compensation Committee’s discretion per plan; performance awards may be treated per award certificate/Committee discretion .
Equity Ownership & Alignment
- Beneficial ownership: Cioffi is not listed as a Named Executive Officer (NEO) in the 2025 proxy ownership tables; individual stock ownership at 4/7/2025 is not disclosed for her .
- Stock ownership guidelines: Fennec does not require NEOs/executives to own a specific number of common shares .
- Hedging/pledging policy: Short‑selling and trading in exchange‑traded options are prohibited; pledging/margin loans require prior written approval from the compliance officer, reducing misalignment/forced‑sale risk .
- Company‑wide equity overhang: As of 4/7/2025, 5,857,036 options (21.2%) and 585,278 RSUs (2.1%) were outstanding; shareholders are being asked to increase the plan pool to 8,500,000 shares (about 30.8% of basic shares) to support incentives and an ESPP, implying elevated dilution if approved .
Employment Terms
| Term | Detail |
|---|---|
| Title/Start | Chief Strategy Officer; effective October 28, 2024 |
| Structure | At‑will employment; reports to CEO |
| Base/Bonus | $375,000 base; 40% target bonus; objectives set by Board/CEO; must be employed through payment |
| Severance (termination without cause or for “good reason”) | Nine months of base salary (i.e., $281,250 based on $375,000) plus pro‑rata target bonus; release required |
| Good reason | Material decrease in title/duties/compensation/benefits or uncured material breach by company (7‑day cure) |
| Cause | Acts of fraud/embezzlement/other intentional misconduct adversely affecting the business; misappropriation or unauthorized disclosure/use of proprietary information |
| Change‑of‑control | No specific CoC multiple in her agreement; under the equity plan, if awards are not assumed/continued in a sale event, time‑based awards may vest at Committee discretion |
| Indemnification/D&O | Entitled to indemnification to the maximum extent and covered under D&O insurance while employed |
Performance & Track Record (qualitative)
- Strategic impact: 13‑year record of award‑winning launch and lifecycle strategies across oncology/rare disease (e.g., Qarziba, Oncaspar Liquid/Lyo, Cal‑PEG, Sylvant, Xpovio, Elzonris), suggesting relevant commercial scale‑up expertise for PEDMARK/PEDMARQSI .
- Leadership: Bronze Star recipient with demonstrated combat leadership; prior advisory/leadership‑coaching role underscores change management and culture‑building skillset .
Compensation Committee/Peer Group Context
- Advisor: Radford (Aon) advised on compensation design and peer benchmarking (2024 review), with a 20‑company biotech/pharma peer group used to calibrate competitive pay .
- No executive stock ownership requirement disclosed (see above) .
Related Party Transactions and Governance Red Flags
- Related‑party transactions: None reportable for 2024; also none for 2023 above SEC/BCBCA thresholds .
- Policies: Code of Conduct, insider trading policy, and governance structures in place; no disclosed departures from the code .
Investment Implications
- Alignment and retention: The three‑year option vesting schedule (front vest at 12 months; then monthly) creates staggered, programmatic vesting that can support multi‑year retention and incent medium‑term value creation; severance at nine months is moderate (neither minimal nor excessive), balancing retention with governance norms .
- Trading/pledging risk: Prohibitions on short‑selling/hedging and restrictions on pledging dampen potential selling pressure unrelated to fundamentals; absence of mandatory ownership guidelines can dilute alignment if unaccompanied by material equity holdings, though options provide upside linkage .
- Dilution backdrop: Company‑level equity overhang is high and may rise if shareholders approve the increase to 8.5 million plan shares (approx. 30.8% of basic), which supports talent attraction/retention but increases dilution risk; monitoring grant pacing and burn rate (4.69% in 2024) is warranted .
- Execution lens: Cioffi’s oncology launch experience and strategy credentials align with Fennec’s commercial focus on PEDMARK/PEDMARQSI; the absence of special CoC protections in her agreement suggests limited transaction‑driven windfalls versus some peers, modestly lowering M&A‑linked agency risks .