Andrew J. Grethlein
GERONAbout Andrew J. Grethlein
Andrew J. Grethlein, Ph.D., is Executive Vice President, Chief Operating Officer at Geron Corporation, with employment commencing in 2012 and the COO title incorporated in his employment agreement in 2019 . In 2024, he led regulatory, manufacturing, quality, and pharmacovigilance, including timely FDA interactions on Geron’s first NDA, ODAC preparation, post‑marketing safety strategy, and EU MAA process—earning an above-target individual performance factor of 130% and corporate values factor of 100% . Company TSR (fixed $100 investment) rose from 76.73 in 2021 to 222.64 in 2024, while net product revenue was $76.5 million in 2024 following RYTELO launch; net losses persisted given commercial ramp . He exercised 674,348 options in 2024, realizing $1.913 million, signaling alignment and liquidity management amid vesting events .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Geron Corporation | Executive Vice President, Chief Operating Officer | 2019–present | Oversaw regulatory, manufacturing, quality, and safety functions; led FDA NDA interactions, ODAC strategy, post‑marketing PV, and EU MAA process . |
| Geron Corporation | Executive management (employment commenced) | 2012–2019 | Employment agreement effective 2012; later amended to incorporate COO role; supported company progression toward commercial stage . |
External Roles
No external directorships or public company board roles for Dr. Grethlein are disclosed in the 2025 proxy.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 507,546 | 525,000 | 600,000 |
| Target Bonus (% of Salary) | 50% (unchanged YoY) | 50% (unchanged YoY) | 50% |
| Actual Annual Bonus ($) | 302,500 | 281,093 | 364,500 |
| All Other Compensation ($) | 37,153 | 15,911 | 12,976 |
Notes: FY2024 other comp breakdown—Insurance premiums $1,776; 401(k) match $10,000; WFH reimbursement $1,200 .
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcome
| Item | Weighting | Target | Actual Performance Factor | Payout Contribution |
|---|---|---|---|---|
| Corporate Goals | 50% | 50% of salary | 125% | 31.25% of salary |
| Individual Performance | 30% | 50% of salary | 130% | 19.50% of salary |
| Corporate Values | 20% | 50% of salary | 100% | 10.00% of salary |
| Total Payout (% of Salary) | — | — | — | 60.75% of salary |
Target bonus remained 50% of salary; payout yielded $364,500 for FY2024 .
Equity Awards and Vesting
| Grant Date | Type | Shares/Units | Exercise Price ($/sh) | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 02/14/2024 | Stock Options | 1,200,000 | 2.10 | 48 equal monthly installments from grant date (time-based) | 1,836,480 |
| 11/07/2018 | Performance Options | See awards outstanding | 1.72 | Fully vested in June 2024 upon FDA approval of first imetelstat indication (achievement certified) | Vested Shares: 452,804 |
Option vesting acceleration on change in control is addressed under Employment Terms below (plan-based acceleration) .
Option Exercises (Liquidity/Pressure)
| Year | Shares Acquired on Exercise (#) | Value Realized ($) |
|---|---|---|
| 2024 | 674,348 | 1,913,125 |
Equity Ownership & Alignment
| Metric (as of March 1, 2025) | Value |
|---|---|
| Total Beneficial Ownership (shares) | 3,698,819 (incl. 2,267 directly held; 3,696,552 options exercisable within 60 days) |
| Ownership as % of Shares Outstanding | <1% (outstanding shares: 636,904,470) |
| Options – Exercisable within 60 days | 3,696,552 |
| Options – Unexercisable (12/31/2024 snapshot) | Multiple grants unexercisable; e.g., 950,000 from 02/14/2024 grant remain unexercisable at year-end |
| Shares Pledged as Collateral | Prohibited under Insider Trading Policy (pledging barred) |
| Hedging/Derivatives | Prohibited (short sales, puts/calls, hedging, monetization) |
| Stock Ownership Guidelines | None adopted; NEOs generally retain substantial option holdings |
| 10b5‑1 Plans | Required for directors and executive officers (with limited exceptions) |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | September 17, 2012 (agreement effective) |
| Current Role Tenure | COO title incorporated January 31, 2019 (amended agreement) |
| Contract Structure | At-will; restrictive covenants (non-compete and non-solicit per applicable law) |
| Clawback Provisions | Included in employment agreement; Company Clawback Policy compliant with SEC/Nasdaq |
| Severance (No CoC) | Cash severance $900,000; COBRA $24,706 (if covered termination on 12/31/2024) |
| Change-in-Control (Double Trigger) | 15 months base salary; prorated target bonus; 15 months COBRA; conditioned on termination and release |
| CoC Potential Payments (w/ termination) | Cash severance $1,050,000; COBRA $30,883; Options vesting $2,229,038; Total $3,309,920 (as of 12/31/2024) |
| CoC Potential Payments (no termination) | Options vesting $2,229,038 |
| Death/Disability (Equity) | Options vesting $2,157,038 |
| Tax Gross-Ups | None (no excise tax gross-ups provided) |
| Equity Plan Governance | No repricing without stockholder approval; fixed share reserve; robust clawback/vesting rules |
Company Performance Context (during his tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 76.73 | 152.20 | 132.70 | 222.64 |
| Peer TSR (NASDAQ Biotech Index) | 100.02 | 89.90 | 94.03 | 93.49 |
| Net Income (Loss) ($000s) | (116,112) | (141,901) | (184,127) | (174,572) |
| Net Product Revenue ($000s) | 0 | 0 | 0 | 76,495 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus design linked to corporate goals (50%), individual outcomes (30%), and values (20%), resulting in a 60.75% payout—consistent with strong execution on regulatory, manufacturing, and post‑approval readiness; equity remains the dominant incentive (2024 options: 1.2 million shares, monthly vesting over 48 months) .
- Retention/change-in-control risk: Double-trigger CoC terms provide moderate protection (15 months salary, prorated bonus, COBRA) and significant equity acceleration potential ($2.229 million in option vesting value as of 12/31/2024), which could incentivize continuity through strategic transactions but also create event-driven liquidity .
- Insider selling pressure: 2024 exercises of 674,348 options ($1.913 million realized) indicate active liquidity management; insider trading policy mandates 10b5‑1 plans and prohibits pledging/hedging, mitigating misalignment risks .
- Governance quality: No excise tax gross-ups, robust clawback, and no option repricing without stockholder approval point to shareholder-friendly practices; absence of stock ownership guidelines is a gap but mitigated by required 10b5‑1 plans and anti‑pledging rules .