Harout Semerjian
GERONAbout Harout Semerjian
Harout Semerjian, 54, became Geron’s President & CEO and a Class I director effective August 7, 2025, bringing deep global hematology/oncology commercialization experience (Novartis, Ipsen, Immunomedics, GlycoMimetics). He holds an MBA from Cornell/Queen’s and a BS in Biology from Lebanese American University . Early in his tenure, Geron reported RYTELO net product revenue of $49.0M in Q2 2025 and $47.2M in Q3 2025, while completing enrollment in the IMpactMF Phase 3 trial; management also noted a 3% q/q demand dip in Q3, highlighting near‑term commercial execution focus . He signed Sarbanes‑Oxley CEO certifications for Geron’s Q3 2025 Form 10‑Q, reflecting responsibility for disclosure controls and financial reporting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GlycoMimetics, Inc. | President & CEO; Director | Aug 2021 – Feb 2025 | Led late‑stage clinical biotech prior to its combination with Crescent Biopharma . |
| Biotechnology Innovation Organization (BIO) | Director | Oct 2023 – present | Industry leadership role in biotech policy/advocacy . |
| Emerge Bio Consulting | Independent healthcare consultant | Jun 2020 – Jul 2021 | Advised private equity on healthcare investment projects . |
| Immunomedics, Inc. | President & CEO | Apr 2020 – May 2020 | Executive leadership at ADC oncology company ahead of acquisition by Gilead . |
| Ipsen Pharma | EVP & Chief Commercial Officer | Mar 2018 – Apr 2020 | Led global commercial strategy across oncology, neurosciences, rare diseases . |
| Ipsen Pharma | President & Head, Specialty Care International & Global Franchises | Feb 2017 – Feb 2018 | P&L and franchise leadership across international markets . |
| Novartis Pharmaceuticals (and earlier Merck, Solvay) | Senior commercial roles incl. SVP Global Launch Leader KISQALI; hematology/oncology regional VP; Global Brand Director Gleevec | 1994 – Jan 2017 | Global launches/brand leadership in heme/oncology; multi‑region GM roles . |
External Roles
| Organization | Role | Committee roles | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Director (since Oct 2023) | Not disclosed | Current external public policy/industry role . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $800,000 annually, approved by Board/Compensation Committee . |
| Annual Target Bonus | 70% of base salary; prorated for 2025; paid on standard timing; subject to corporate performance goals set by Board . |
| Benefits | Standard executive benefits; 20 days vacation; indemnification agreement . |
| Employment Status | At‑will; reports to Board; principal work location: home office in New Hampshire with normal travel . |
Performance Compensation
| Instrument | Metric(s) | Weighting/Target | Payout/Value | Vesting/Conditions |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate performance goals determined annually by Board | Target 70% of base | Not disclosed (2025 prorated eligibility) | Forfeitable for misconduct; subject to company clawback policy and Dodd‑Frank recoupment . |
| Inducement Stock Options (11,000,000 shares) | Time‑based (retention) | N/A | Exercise price = closing price on start date (grant date); non‑statutory options under Inducement Plan . | Tranche A (7,000,000): 12.5% at 6 months, then monthly over next 42 months; Tranche B (4,000,000): 25% at 12 months, then monthly over next 36 months; full single‑trigger vest on Change in Control; no annual equity eligibility until 2027 . |
Equity Ownership & Alignment
- Insider trading and alignment policies:
- Prohibits short sales, options/derivatives/hedging, margin and pledging of company stock; requires pre‑clearance and adoption of 10b5‑1 trading plans for directors and executive officers; quarterly blackout periods apply .
- Company‑wide clawback policy compliant with Nasdaq/SEC; executive employment agreements also include bonus forfeiture/recoupment triggers .
- Beneficial ownership/pledging: No pledging allowed per policy; specific individual ownership totals for Semerjian were not disclosed in the provided documents .
Employment Terms
| Term | Detail |
|---|---|
| Start date | Effective August 7, 2025 (appointed Aug 1; effective Aug 7) . |
| Term/renewal | At‑will employment . |
| Non‑solicit | One‑year non‑solicitation of employees post‑termination . |
| Non‑compete | No express non‑compete in the agreement provided; non‑solicit applies . |
| Arbitration | Binding arbitration for employment disputes (AAA/JAMS; fees allocated as specified) . |
| Indemnification | Standard D&O indemnification agreement . |
| Severance (non‑CoC) | Upon a “Covered Termination”: (i) prorated target bonus for year of termination; (ii) lump‑sum 18 months of base salary paid on day 60 post‑termination; (iii) COBRA premiums for up to 18 months; (iv) vested options remain exercisable until earlier of 2nd anniversary or original expiry; subject to effective release . |
| Change‑of‑Control (equity) | 100% acceleration of unvested inducement options at Change in Control (single‑trigger), subject to continuous service through the date of CoC . |
| Change‑of‑Control (cash/severance) | Under Amended Severance Plan: CEO receives (i) 18 months base salary; (ii) prorated target annual bonus for the year; (iii) an additional 150% of target annual bonus; (iv) up to 18 months COBRA premiums; “greater‑of” rule vs employment agreement applies (no duplication) . |
| 280G treatment | Best‑net cutback to avoid or minimize excise tax under Section 4999; independent accounting firm determination . |
| Payment timing/compliance | Lump‑sum severance generally on day 60 post‑termination; 409A six‑month delay if specified employee as required . |
Board Governance
- Board service: Appointed as a Class I director effective August 7, 2025, with term expiring at the 2027 annual meeting .
- Leadership structure: CEO and Chair roles are separated; Elizabeth O’Farrell serves as independent Chair (formerly Lead Independent Director), enhancing oversight independence .
- Committee roles: Standing committees (Audit, Compensation, Nominating & Corporate Governance, Strategic) are composed of independent directors; the 2025 proxy lists committee memberships and chairs (Semerjian’s appointment post‑dates the proxy and he is not listed on any standing committee) .
- Board process/attendance: All directors in 2024 attended ≥75% of meetings; Board held eight meetings in 2024 (5 virtual, 3 in‑person) .
Performance & Track Record
| Indicator | Recent data / notes |
|---|---|
| RYTELO net product revenue | Q2 2025: $49.0M; Q3 2025: $47.2M . |
| Commercial execution | Q3 2025 demand down 3% q/q; ~1,150 ordering accounts (+~150 q/q) . |
| Pipeline | IMpactMF Phase 3 enrolled 320 patients; interim OS analysis expected 2H26; final 2H28 . |
| Transition risk | Company disclosed leadership transition risks (CEO/CCO changes) potentially affecting execution during integration . |
Compensation Structure Analysis
- High equity-at‑risk mix via large, multi‑year inducement option grant with staggered 6‑month and 12‑month cliffs and monthly vesting thereafter, strongly aligning value to stock performance and encouraging retention through 2029–2030 vesting tails .
- Single‑trigger full acceleration on Change‑of‑Control for inducement options, plus an additional 1.5x target bonus under the Severance Plan for the CEO in CoC terminations, elevates potential change‑in‑control costs and may draw investor scrutiny vs. double‑trigger practices .
- Robust clawback and strict insider trading policy (mandatory 10b5‑1 plans; no hedging/pledging) support alignment and mitigate hedging/pledging red flags .
- No explicit non‑compete; one‑year non‑solicit in place; arbitration and standard indemnification apply .
Investment Implications
- Retention and execution: The 11M time‑vested option package with long‑dated, monthly vesting creates meaningful retention hooks through year‑5, aligning incentives with sustained RYTELO scaling and IMpactMF milestones; the one‑year non‑solicit further stabilizes the team .
- M&A sensitivity: Single‑trigger acceleration plus enhanced CoC cash severance (base + prorated target + 1.5x target bonus, COBRA) could increase transaction costs and may be viewed unfavorably by some governance investors versus double‑trigger norms .
- Alignment/overhang: Options concentrate upside on share appreciation; company prohibits hedging/pledging and requires 10b5‑1 plans, reducing alignment risks; monitor potential dilution and burn under the Inducement and 2018 plans .
- Near‑term trading signals: Q3 2025 demand softness (−3% q/q) amid leadership transitions suggests execution watch‑items in H1’26; CEO certifications and public messaging emphasize intensifying U.S. commercial focus and readiness for key data events (ASH, IMpactMF interim in 2H26) .
Sources: SEC filings and company materials cited above.